Dear Members,

The Board of Directors takes pleasure in presenting the report on the operations and business of the Company along with Audited Financial Statements for the Financial Year ended 31st March, 2026.

Navigating global headwinds, KPR continues its proven track record of execution, scale & efficiency earning a higher revenue over previous year. Garmenting remains the growth engine supported by timely capacity additions & efficient utilization levels. The modernization in the spinning & Knitting division continued. Fabric continues to be produced as per market requirement. The captive renewable energy generated has reduced the power cost besides contributing the sustainable development goals of the Nation. KPR continues to be a leading player supplying yarn & fabrics to over 1,500 buyers in the Tirupur market, a major knitwear hub for the export of cotton apparels. Its high quality consciousness and timely commitment retain its reputed and leading customer base. Wind power generation has improved and overall performance in the textile segment continues to be good.

Though the recent India-US and India-EU trade agreements mark a structural shift, materially improving India's tariff competitiveness reinforcing India's position as a preferred long-term sourcing destination, the sudden escalation of conflict in the Middle East has once again disrupted this momentum. For India, the impact is immediate particularly in the form of rising energy costs and supply uncertainties. The Industry must use this phase to strengthen its core. Innovation should be accelerated not just in products, but in materials, applications, and value-added solutions. Global demand is increasingly shifting towards performance-driven and sustainable textiles. With scale, capabilities, and customer relationships already in place, KPR is well positioned to capture the next upcycle. Driven by a gradual recovery in cotton yarn spreads and improved garmenting margins supported by reasonably stable cotton prices, KPR expects to repeat better performance during the current year (FY 2026-27) also.

Under the modernization programs, old cards and knitted machines were replaced with new advanced machinery. Modernization in its spinning and knitting divisions are under way. Besides technological advancement throughout the value chain, the best possible automation is also established that will result in economising the labour cost. A large scale green field garment expansion is also on the cards.

Considering better performance and strong liquidity during the year, the Board of Directors have declared an Interim Dividend @ 250% on equity shares ('2.50 per Equity Share) at their meeting held on 09.02.2026.

Further, the Board in its meeting held on 12.05.2026 has also recommended a Final Dividend @ 250% on equity shares ('2.50/- per Equity share) for the Financial Year 2025-26, subject to the approval of the Members of the Company at the ensuing 23rd (Twenty Third) Annual General Meeting.

The total dividend for the Financial Year 2025-26, including Interim and Final Dividend, aggregates to 500% (' 5/- per Equity Share of face value '1/- each).

The Board of Directors does not recommend to transfer any amount to the Reserves.

Led by the successful financial planning, comfortable financial position continued during the year also.

A brief overview of the performance of the subsidiary companies is provided below:

I. K.P.R. Sugar Mill Limited

II. KPR Sugar and Apparels Limited

III. Jahnvi Motor Private Limited

IV. Quantum Knits Private Limited

V. Galaxy Knits Limited

VI. KPR Exports Plc

The Sugar Industry, once known as Agro based cyclical business, has shielded its image through gradually transforming into a more stable, diversified agro-industrial system. Sugar is no longer the sole driver of industry economics. Ethanol blending, power co-generation, and value- added by-products now play a vital role in determining the profitability and cash-flow stability of the Industry. The 2025-26 sugar season has witnessed healthy monsoon across key sugarcane belts, strong recovery in output, and near- achievement of the national E20 ethanol-blending target have together reshaped both market sentiment and policy priorities. Mills are better capitalised, farmer payments are more predictable, and inventory risks have reduced compared to earlier cycles.

India is stepping up its efforts to improve ethanol blending in gasoline. The goals of this program are to promote the agriculture industry, lower carbon emissions, and increase energy security. The government's proactive policies, including financial incentives and infrastructure development, are pivotal in achieving these ambitious blending targets. Driven by strong policy support, rising demand for biofuels, and the country's push for energy independence the Indian ethanol market size is expected to grow further. Ethanol, a renewable fuel derived primarily from sugarcane molasses and grain-based feed stocks, plays a vital role in India's strategy to reduce crude oil imports and curb carbon emissions. In April 2025, India reportedly targeted 30% ethanol blending with petrol by 2030 for reducing dependence on imported oil whilst addressing environmental concerns. Such goals are incentivising sugar mills to generate more ethanol as well as urge oil marketing companies in securing the long-term supply contracts, shaping the fuel-ethanol ecosystem rapidly. In India the capacity is ready; the technology is in place - What the industry needs now is certainty to plan the future with confidence.

The sugarcane crushing commenced in November 2025, produced 81,200 MT of Sugar. The Co-gen plant produced 1,142.02 lakhs units of power. Out of the above, 592.80 lakhs units were sold and 549.22 lakh units were captively consumed.

During the year 43,754.39 KL of Ethanol was produced, using Sugar Syrup and Molasses and the entire production was meant for Oil Marketing Companies.

Considering better performance and strong liquidity during the year, the Board of Directors of K.P.R. Sugar Mill Limited had declared an Interim Dividend @ '200/- per Equity Share at their meeting held on 29.04.2025. Subsequently, the Board in its meeting held on 30.01.2026 has also declared a Second Interim Dividend @ '250/- per Equity Share thus aggregating to '450/- per Share (on Face Value of '10/- each), for the Financial Year 2025-26.

The Company commenced sugarcane crushing in November 2025. Produced 1,01,800 MT (Metric Tonnes) of Sugar. The Co-gen plant produced 1,512.47 lakhs units of power. Out of the above, 889.47 lakhs units were sold and 623.01 lakhs units were captively consumed. During the year the Company produced 43,861.726 KL of Ethanol using Sugar Syrup and Molasses and the entire production are meant for Oil Marketing Companies.

Considering better performance and strong liquidity during the year, the Board of Directors of KPR Sugar and Apparels Limited, have recommended a Final Dividend @ '810/- per Equity Share of Rs.10/- each at their meeting held on 04.05.2026, subject to the approval of shareholders.

During the year, the Company has sold 101 Audi Cars and earned a revenue of ' 83.54 Crores.

The garment business has been consolidated for effective management.

The Company has not yet commenced its operation.

As informed in the earlier report, we have already approached the Ethiopian Authorities seeking their assistance to formally close the Apparel manufacturing unit at Ethiopia due to civil disturbance and to bring back capital materials therein. The same is under progress.

Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as Annexure A to the Board's report.

The Company has not accepted any deposits from public during the year under review.

The Company is steered by a well-diversified and experienced Board of Directors, whose collective expertise spans finance, accounting, technology, corporate governance and risk management. This wide ranging knowledge base and expertise empowers the Board to provide robust strategic leadership, uphold the highest standards of corporate governance, and facilitate future-ready decision-making that aligns with the best interests of the Company and its stakeholders.

The composition of the Board is fully compliant with the requirements of Section 149 of the Companies Act 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). The Company has 12 Directors with an equal combination of Executive and Non-Executive Directors including one Women Director, thereby fostering diversity, independence, and effectiveness in its functioning.

All Independent Directors have submitted declarations confirming their independence in terms of Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Additionally, in compliance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board, the Independent Directors possess integrity, expertise and experience including the proficiency required to discharge their duties.

In accordance with the SEBI Listing Regulations, the Board has identified the core skills, expertise, and competencies required for its effective functioning. These have been mapped against the collective capabilities of the Board and a complete list of Company's Directors are provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

During the year under review, there is no change in the board of directors.

Mr. C.R. Anandakrishnan (DIN: 00003748), Whole Time Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. A resolution seeking approval of the Members for his re- appointment forms part of the Notice convening the ensuing Annual General Meeting.

In pursuance of the Act, the Company has designated Key Managerial Personnel. None of the Managing Directors or Whole Time Directors receives any remuneration or commission from the Subsidiary Companies and the remuneration paid to them is within the purview of the provisions of Section 197 of the Act and in line with Regulation 17 of Listing Regulations. The Company pays remuneration by way of salary, perquisites, commission etc., to its Chairman, Managing Directors and fixed monthly remuneration to its Executive Directors and Whole Time Director in line with the approvals accorded by the General Meetings and in pursuance of the recommendation of the Nomination and Remuneration Committee as per the guiding principles laid down in the Nomination and Remuneration Policy.

The information as required by Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended and forms part of this report.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of the performance of Directors, including Independent Directors, as well as the evaluation of the working of its Committees and the Chairman of the Board, based on the criteria and framework approved by the Nomination and Remuneration Committee.

As required by the provisions of the Act and Listing Regulations, the Company has the following Committees, the details of which are disclosed in the Report on Corporate Governance forming part of this Report.

I. Audit Committee

II. Stakeholders Relationship Committee

III. Nomination and Remuneration Committee

IV. Corporate Social Responsibility (CSR) Committee

V. Risk Management Committee

In pursuance of the Act and the Listing Regulations, the following policies have been framed and disclosed on the Company's website https://www.kprmilllimited.com/policv

I. Nomination & Remuneration Policy

II. Related Party Transaction Policy

III. CSR Policy

IV. Whistle Blower Policy consisting of Vigil Mechanism

V. Policy on Determining Material Subsidiaries

VI. Code for Fair Disclosure

VII. Risk Management Policy

VIII. Policy for Disclosure of Material Events / I nformation

IX. Policy on Succession Planning for Board and Senior Management

X. Dividend Distribution Policy -

https://bkend.kprmilllimited.com/media/documents/DD-Policy.pdf

Pursuant to Section 134(3) (n) of the Act & Regulation 17(9) of the Listing Regulations, the Company has a Risk Management Policy and has constituted a Risk Management Committee. The Risk Management Committee held its meetings on 25.07.2025 and 03.01.2026 in which all members were present.

The Company has an established Vigil Mechanism for Directors and Employees to report concerns about unethical behaviors, actual or suspected fraud or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of Directors/Employees who avail of the mechanism. The Company affirms that no personnel have been denied access to the Audit Committee. The Company has a Policy of Vigil Mechanism and has established a mechanism that any personnel may raise reportable matters. All suspected violations and reportable matters can be reported to the Chairman of the Audit Committee at e-mail id whistleblower@kprmill.com . The key directions / actions can be informed to the Chairman/ Managing Director of the Company. The Whistle Blower Policy has been reviewed by the Board of Directors and displayed in the Company's website.

The Board of Directors met Four times during the financial year on 09.05.2025, 06.08.2025, 04.11.2025 and 09.02.2026 in the physical mode. The Composition of Board, procedure, venue, dates, time and other details are included in the Corporate Governance Report that forms part of this Report.

Your Directors have pleasure in annexing the Consolidated Financial Statements pursuant to the provisions of the 'Act' and the Listing Regulations. They are prepared in accordance with the Ind-AS prescribed by the Institute of Chartered Accountants of India, in this regard.

The Company has duly complied with the provisions of Section 186 of the Act and as required therein the details of the Borrowings, Security, Investment etc., are annexed by way of notes to accounts.

All Related Party Transactions entered into during the financial year were in the ordinary course of business and on an arm's length basis. Such transactions, except note 41.3(d) of the Notes to Accounts of the Standalone Financial Statements were primarily between the Holding Company and its Wholly Owned Subsidiary Companies, whose accounts are consolidated with the Holding Company and placed before the Members at the General Meeting. Further, remuneration paid to Promoter Directors was in accordance with the applicable provisions of law and approvals obtained. Pursuant to applicable regulatory requirements, omnibus approval of the Audit Committee for Related Party T ransactions was obtained.

The Company has not entered into any contract / arrangement / transaction with related parties requiring disclosure under Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. As required under the Act, the prescribed Form AOC-2 is appended as Annexure - B to the Board's report.

The Transactions as required under Indian Accounting Standards 'Ind AS-24' are reported in Note 41 of the Notes to Accounts of the Standalone Financial Statements as well as Note 40 of the Notes to Accounts of the Consolidated Financial Statements of your Company. The Company's Policy on dealing with related party transactions is available on the Company's website.

KPR's HR initiatives is a significant strategy that make Human welfare a key part of its culture and benefit the work force in many ways. Human resources are considered as crucial assets of the company, as major workflow in an organization is dependent on its workforce performance and efficiency. So, dedicated human resource management is vital to accomplish the desired objective of the development of an enterprise. When employees feel valued, they offer more than just their time, investing their energy, focus, and loyalty too that are essential for a strong and resilient business. KPR always value its employees and is committed continuously to provide them with a good work-life balance through its trendsetter strategic HR Practices which also plays a vital role in the women empowerment, since 90% of its work force is women, besides playing a major role to the rural upliftment as they are recruited from rural populace.

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance. Details / Disclosures of Ratio of Remuneration of Director to the median employee's remuneration as required by the Act and Companies Rules are annexed as Annexure - C.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 provides for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for the matters incidental thereto. The Company has accordingly adopted the policy against Sexual Harassment of Women at Workplace, for the purpose of preventing, prohibiting and redressing sexual harassment of female employees at all the workplace within the Company, which are based on fundamental principles of justice and fair play.

According to the notifications of Ministry of Corporate Affairs dated 31st July 2018, Internal Complaints Committee under the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, has been formed and complied with. Further, Anti Sexual Harassment Committee constituted at each unit shall be responsible for redressal of complaints related to sexual harassment. The details of all such Complaints and its proper redressal through prompt corrective steps are informed to the Top Management so as to ensure that suitable processes and mechanisms are put in place to ensure that issues of sexual harassment, if any, are effectively addressed. The details of complaints are as follows:

a. number of complaints of sexual harassment received in the year - Nil

b. number of complaints disposed off during the year- Nil

c. number of cases pending for more than ninety days - Nil Maternity Benefit is extended to the relevant employees as per the applicable regulations.

During the year, in pursuance of the recommendations of the CSR committee, the Company has contributed '1,598.73 Lakhs (2.06% of the average three years' net profit of the Company) towards implementing the CSR activities. The CSR policy is available on the website of your Company at https://www.kprmilllimited.com/policy

The Annual Report on CSR activities, in terms of Section 135 of the Act and the Rules framed thereunder, is annexed to this Report as Annexure - D.

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act read with the Companies (Accounts) Rules, 2014 are provided in the Annexure - E to the Report.

Pursuant to the requirement under Section 134(5) of the Act, the Board of Directors of the Company hereby state and confirm that;

I. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

III. The Directors have taken proper and sufficient care for the maintenance of adequate record in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Directors have arranged preparation of the accounts for the financial year ended 31.03.2026 on a going concern basis.

V. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

VI. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Governance Report and Management Discussion and Analysis Report are attached to this Report. Certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulation is also attached to this report.

In pursuance of Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report, containing the initiatives taken by the company from environmental, social and governance perspective, forms part of this Report.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The details of internal financial control and their adequacy are included in the Report of Management Discussion & Analysis, which forms part of this report.

During the year under review the Company has not issued any shares.

In the 19th Annual General Meeting of the Company held on 23.08.2022 M/s. B S R & Co LLP, Chartered Accountants (ICAI Firm Regn. No.101248W/W-100022) were re-appointed as Statutory Auditors of the Company for a second term of five consecutive years from the Financial Year 2022-23, qualifications, reservations, or adverse remarks, which require explanations / comments by the Board.

Mr.K.Radhakrishnan, Practicing Company Secretary has been appointed as the Secretarial Auditor of the Company at the 22nd AGM of the Company held on 30th July 2025, for a term of five consecutive years commencing from 1st April 2025 up to 31st March 2030, to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended 31st March 2026 is annexed as Annexure - F. The Report does not contain any qualification, reservation, or adverse remark, which require explanations / comments by the Board.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Pursuant to Section 148 of the Act, the Company is covered under the limits specified under this Section and hence the Company has maintained proper books of accounts with all the particulars relating to the utilization of material, labour and to other items of cost.

In pursuance of Companies (Cost Records and Audit) Rules, 2014, the Company appointed Mr. B. Venkateswar, Cost Accountant (M. No:27622) as Cost Auditor of the Company to audit the cost records for the Financial Year 2025-26. Further Mr.B.Venkateswar has been re-appointed by the Board to conduct the cost audit for the FY 2026-27.

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in the prescribed form is available on the Company's website: https://www.kprmilllimited.com/financial-result

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year as on 31.03.2026 and the date of this Report.

Your Directors would like to inform that Company is doing its regular business and there has been no change in its objectives.

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

a) Significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

b) Pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016 and

c) Instance of one-time settlement with any bank or financial institution.

Your Directors acknowledge with gratitude and express their appreciation for the assistances and co-operation received from the Bankers, Government Authorities, Customers, Vendors, and Members during the year under review. Your Directors also wish to thank the employees at all levels for their co-operation and dedication.