Kovilpatti Lakshmi Roller Flour Mills Ltd

Dear Shareholders,

The Directors present their Sixty Second Annual Report together with the audited statements of accounts for the year ended 31^st March 2024

REVIEW OF BUSINESS OPERATIONS

During the year ended 31^st March 2024, the Company has recorded a total income of Rs 41,365.90 lakhs as against Rs 41,116.30 lakhs achieved during the previous year. The profit after tax amounted to Rs 780.44 lakhs as against profit of Rs 1009.64 lakhs in the previous year. The Profit before interest, Depreciation, Taxes and Amortization (EBIDTA) amounted to Rs 2,653.19 lakhs as against Rs 2,825.11 lakhs in the previous year.

There was no change in the nature of business of the Company during the financial year ended 31^st March 2024.

The performance of each business segment of the Company has been comprehensively discussed in the management Discussion and Analysis Report (forming part of this Directors' Report).

FINANCE

Your Company has continued to avail need based working capital and other credit facilities from HDFC Bank Ltd.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The report on Corporate Governance and Management Discussion & Analysis Report, which forms an integral part of this Report, is annexed to this report. The Company has complied with the conditions relating to Corporate Governance as stipulated in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Certificate obtained from the Practicing Company Secretary relating to the above is annexed and forms a part of this report.

SCHEME OF AMALGAMATION AND ALTERATION OF MEMORANDUM OF ASSOCIATION

The Scheme of Amalgamation of Raya Foods Private Limited ("Transferor Company") with the Company ("Scheme") with effect from 1^st April, 2022 ("Appointed Date") has been sanctioned by the Hon'ble National Company Law Tribunal, Chennai Bench vide its Order dated 5^th January 2024 and 18^th January 2024 respectively. The Company has also filed the certified copy of the said order with the Registrar of Companies, Chennai on 1^st February, 2024 ("Effective Date") in the prescribed form. Consequently, the entire undertakings of the Transferor Company has been transferred and vested into the Company with effect from the Appointed Date.

SHARE CAPITAL AND ALTERATION OF MOA

Pursuant to the Scheme of Amalgamation of Raya Foods Private Limited ("Transferor Company") with the Company ("Scheme") with effect from 1^st April, 2022 ("Appointed Date") vide Order of the Hon'ble National Company Law Tribunal, Chennai Bench dated 5^th January 2024 and 18^th January 2024 respectively, the Authorized Share Capital of the Company has been increased from Rs 1,500 lakhs divided into 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of Rs 10/- each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs 10/-each to Rs 1,750 lakhs divided into 1,45,00,000 (One Crore and Forty-Five Lakhs) Equity Shares of Rs 10/- (Rupee Ten only) each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs 10/- (Rupee Ten only) each. Consequently, the Clause V (Share Capital) of the Memorandum of Association of the Company has been altered to reflect the increased capital and complied with the provisions of the Act.

Further, pursuant to the Scheme of Amalgamation of Raya Foods Private Limited ("Transferor Company") with the Company ("Scheme") with effect from 1^st April, 2022 ("Appointed Date") vide Order of the Hon'ble National Company Law Tribunal, Chennai Bench dated 5^th January 2024 and 18^th January 2024 respectively, the Company has allotted 35,00,000 equity shares of Rs 10/- each in dematerialized form to the shareholders, whose names appeared on the Register of Members of Raya Foods Private Limited (Transferor Company) as on 1^st February 2024, being the record date fixed for the said purpose and has complied with the provisions of the Act. The new shares allotted ranks pari-passu in all respects with the existing equity shares of the Company.

Consequently, the paid-up equity share capital of the company increased from Rs 554.15 lakhs divided into 55,41,476 equity shares of Rs 10/- each to Rs 904.15 lakhs divided into 90,41,476 equity shares of Rs 10/- each.

Other than the Company, the Company has not issued any securities during the year under review.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to its General Reserves. However, the current year's net profit of Rs 781.28 lakhs available after appropriation has been carried forwarded under the head Surplus in Profit and Loss Account.

DIVIDEND

Your Directors recommend a dividend of Rs 1.25/- per equity share of Rs 10/- each for the financial year ended 31^st March, 2024, which if approved at the ensuing 62^nd Annual General Meeting, will be paid to those equity shareholders whose names appear in the Register of Members as on 2^nd September, 2024 (Record Date) in respect of shares held in physical form and in respect of shares held in dematerialized form, the dividend shall be paid on the basis of the beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours on 2^nd September, 2024 (Record Date), subject to deduction of Tax at Source.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company had transferred the amount of Rs 1.10 lakhs, being the dividend declared at the 61^st Annual General Meeting held on 29^th December, 2023 in relation to the financial year 2022-23, pertaining to the shares already transferred to the designated demat account of the Investor Education and Protection Fund Authority (IEPFA) to the Investor Education and Protection Fund pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 within the stipulated time and complied with the provisions of the Act.

Further, pursuant to the provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time ("the Rules"), all amount of dividends which remains unpaid or unclaimed for a period of 7 years are required to be transferred by the Company to the IEPF Authority. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years shall also be transferred to the demat account of the IEPF Authority. Accordingly, the amount of dividend relating to the financial year 2016-17, which remains unclaimed after the expiry of seven years, would be transferred to the Investor Education and Protection Fund along with underlying equity shares within the stipulated time in accordance with the provisions of the Act and its Rules. The details are also made available on the website of the Company www.klrf.in

COPY OF ANNUAL RETURN

As per the requirements of Section 92(3) and rule 12(1) of the Companies (Management and Administration) Rules, 2014 the copy of the annual return in the prescribed Form MGT-7 for FY 2023-24 is placed on the website of the Company www.klrf.in.

BOARD AND COMMITTEE MEETINGS

Details of the composition of the Board of Directors and its Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and of the Board and Committee Meetings held during the year under review and the attendance of the Directors at such Board/ Committee Meetings are provided in the Corporate Governance Report under relevant heads which forms part of this Report.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on the meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that;

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there were no material departures from those standards;

b) The Directors have selected such accounting policies and applied them consistently and made judgements 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;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records 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;

d) The Directors have prepared the annual accounts for the financial year ended 31^st March 2024 on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, there were no instances of frauds identified or reported by the Statutory Auditors during the course of their audit pursuant to Section 143(12) of The Companies V Act, 2013. J

DECLARATION OF INDEPENDENT DIRECTORS '

All the Independent directors have given declarations to the effect that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with applicable Schedule and Rules issued thereunder and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (as amended) and that their name is included in the data bank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended).

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO THE INTEGRITY, EXPERTISE AND ExPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors has evaluated the Independent Directors during the year 2023-24 based on the criteria and framework adopted by the Board and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy which inter alia provides the criteria for selection and appointment of Directors, Key Managerial Personnel, Senior Management and the criteria for evaluation of the performance of the Directors / Key Managerial Personnel / Senior Management, the remuneration payable to them and other matters provided under Section 1 78(3) of the Act and SEBI Listing Regulations. The salient features of the said policy have been outlined in the Corporate Governance Report annexed to this Report, which forms part of this report. The Remuneration Policy is placed on the Company's website at www.klrf.in and the salient features of which is furnished as "Annexure - C" and forms part of this report.

STATUTORY AUDITORS AND BRANCH AUDITORS

Pursuant to Section 139 of the Companies Act, 2013 read with its relevant Rules made thereunder M/s. Marimuthu and Associates (Firm Registration Number 014572S), Chartered Accountants, Tirunelveli, was appointed as the Statutory Auditor of the company at the 60^th Annual General Meeting held on 14^th September, 2022 to hold such office till the conclusion of 65^th Annual General Meeting ought to be held in the year 2027. Accordingly, no resolution for appointment of statutory auditor is included in the Notice convening the 62^nd Annual General Meeting.

The Company has also obtained necessary consent under Section 1 39 and eligibility certificate under Section 141 from M/s. Marimuthu and Associates (Firm Registration Number 014572S), Chartered Accountants, Tirunelveli to the effect that their appointment would be in conformity with the provisions of the Companies Act, 2013. Further, the Statutory Auditor has confirmed that he is holding a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India.

Further, in accordance with the provisions of Section 139 of the Companies Act, 2013 read ' with its relevant rules made thereunder, M/s VKS Aiyer & Co., (Firm Registration No.000066S), Chartered Accountants, Coimbatore, were re-appointed as the Branch Auditors of the Engineering Division of the Company to hold such office for a period of five consecutive years from the conclusion of the 61^st Annual General Meeting till the conclusion of the 66^th Annual General Meeting ought to be held during the year 2028. The Company has also obtained necessary consent under Section 139 and eligibility certificate under Section 141 from M/s VKS Aiyer & Co., (Firm Registration No.000066S), Chartered Accountants, Coimbatore, to the effect that their appointment would be in conformity with the provisions of the Companies Act, 2013. Further, the Branch Auditor has confirmed that they are holding a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India.

COST AUDITOR AND MAINTENANCE OF COST RECORDS

The Company has made and maintained cost records as prescribed by the Central Government under Section 148 of the Companies Act, 2013. Pursuant to the said provision, the Company is required to appoint a Cost Auditor to audit the cost records pertaining to the Engineering products of the Company. Accordingly, based on the recommendation of the Audit Committee, the Board of Directors, at their meeting held on 22^nd May, 2024, has approved the re-appointment of M/s. P Mohankumar & Co., Cost Accountants (Firm Registration Number: 100490), Coimbatore as Cost Auditor to audit the cost records pertaining to the Engineering products of the Company for the financial year 2024-25 and the remuneration payable to the Cost Auditor for the said period, subject to ratification by the members by means of passing an Ordinary Resolution.

As required under the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, necessary ordinary resolution seeking members' ratification for the remuneration payable to M/s P Mohankumar & Co. (Firm Registration Number: 100490), Cost Accountants is included in the Notice convening the 62^nd Annual General Meeting of the Company.

Further, the Cost Audit Report for the financial year ended 31^st March 2024 will be submitted with the Central Government in the prescribed form and manner within the time stipulated under the Act.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company had re-appointed M/s. MDS & Associates LLP (ICSI Firm Unique Code: L2023TN013500 / Peer Review No. 3030/2023), Company Secretaries, Coimbatore as Secretarial Auditors to conduct the Secretarial Audit on the records of the Company for the financial year ended 31^st March 2024. Accordingly, the Secretarial Audit Report in the prescribed Form MR-3 for the financial year ended 31^st March 2024 is annexed as "Annexure-A" to this Report. J

Further, the Secretarial Auditors have also confirmed that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India (ICSI) and hold a valid certificate issued by the Peer Review Board of the ICSI.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor and the Secretarial Auditors in their respective report(s).

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans / guarantees / securities provided or investments made by the Company under the provisions of Section 186 of the Companies Act, 2013 during the year under review and hence the disclosure relating to such transactions does not arise. In respect of the investments made in earlier years, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 and the details of the investments are given in the relevant notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered into by the Company during the financial year ended 31^st March 2024 with its related parties, as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, and 2015, were in the ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any transaction with related parties which could be considered material under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of material related party transactions as required under Section 134(3) of the Companies Act in Form AOC-2 does not arise. Attention of members is drawn to the disclosures of transactions with related parties set out in Notes on Accounts forming part of the financial statements.

Further, the Company has formulated a policy on related party transactions for identification and monitoring of such transactions. The policy on related party transactions, as recommended by the Audit Committee and approved by the Board, is available on the company's website www.klrf.in

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, which affect the financial position of the Company, having occurred since the end of the year and till the date of Report.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY ' FOR THE COMPANY

The Company has a structured risk management policy. The risk management process is designed to safeguard the organisation from various risks through adequate and timely actions.

It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventories and integrated with the management process such that they receive the necessary consideration during decision making. Further, the provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to constitution of the Risk Management Committee are not applicable to the Company.

DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the amended provisions of Section 135 of the Companies Act, 2013 read with the Companies (Amendment) Act, 2020 (effective from 22^nd January, 2021) the Corporate Social Responsibility Committee ("CSR Committee") was dissolved with effect from 12^th November, 2021 and all the roles, responsibilities and functions of the Corporate Social Responsibility Committee, as provided under the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time) are being discharged by the Board of Directors of the Company in terms of the said provisions of the Act and its Rules with effect from the said date.

The requisite information has also been provided in the Corporate Governance Report forming part of this Directors' Report. Further, based on the approval of the Board of Directors, the Company has also adopted a Corporate Social Responsibility Policy which is available on the website of the Company viz https://www.klrf.in/uploads/Policies/KLRF_Amended%20CSR%20Policy-111122.pdf

As part of its initiatives under its Corporate Social Responsibility Policy ("CSR Policy"), the company has undertaken various projects towards CSR initiatives and the said projects are by and large in accordance with Schedule VII of the Companies Act, 2013 and the CSR Policy of the Company. The Annual Report on CSR Activities as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - D and forms part of this Report.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Board has made a formal annual evaluation of its own performance and its committees and of every Individual Directors including the Independent Directors of the Company based on a structured questionnaire, formulated in accordance with the performance evaluation criteria approved by the Nomination and Remuneration Committee.

The Board's own performance was evaluated based on the criteria like structure, governance, dynamics and functioning and review of operations, financials, internal controls etc.

The performance of the Individual Directors including Independent Directors were evaluated based on the evaluation criteria laid down under the Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board. Further, the Independent Directors, at their separate meeting held during the year 2023-24, has evaluated the performance of the Board as a whole, its Chairman and Non-Executive Non-Independent Directors and other items as stipulated under Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committees of the Board were evaluated based on the terms of reference specified by the Board to the said Committee, frequency and effectiveness of Committee meetings, quality of Committee and the management's relationship etc. The Board of Directors were satisfied with the evaluation process which ensured that the performance of the Board, its Committees, Individual Directors including Independent Directors adhere to their applicable criteria.

The criteria for evaluation of the performance of the Non-Executive Directors and Independent Directors have also been explained in the Corporate Governance Report annexed to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Section152 of the Companies Act, 2013 and the Articles of Association of the Company, Sri. Sharath Jagannathan (DIN: 07298941), Managing Director, retires by rotation at the ensuing 62^nd Annual General Meeting and being eligible, he has offered himself for re-appointment. Your directors recommend his re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee and the approval of the Audit Committee and the Board of Directors, the re-appointment of Sri. Sharath Jagannathan (DIN: 07298941), whose tenure as Managing Director expired on 24^th January, 2024 and who is also the Managing Director of M/s. Cape Flour Mills Private Limited (CIN: U51101TN1992PTC045579), as Managing Director of the Company for a further period of 3 (three) years effective from 25^th January, 2024 and the remuneration payable to him has been approved by the members of the company by means of a special resolution passed through postal ballot on 22^nd June, 2023 and the Company has complied with the applicable provisions of the Act.

Further, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the re-appointment of Sri. Ashwin Chandran (DIN: 00001884) as an Independent Director of the Company for a second term of five consecutive years commencing from 1^st September, 2023 to 31^st August, 2028 has been approved by the members of the company by means of a special resolution passed through postal ballot on 22^nd June, 2023 and the Company has complied with the applicable provisions of the Act.

Based on the recommendation of the Nomination and Remuneration Committee and the approval of the Audit Committee and the Board of Directors, the re-appointment of Sri. Suresh Jagannathan (DIN: 00011326), whose tenure as Executive Chairman expired on 11^th March, 2024 and who will attain the age of 70 (seventy) years on 1^st May, 2026, as Executive Chairman of the Company for a further period of 5 (five) years effective from 12^th March, 2024 has been approved by the members of the company by means of a special resolution passed at the 61^st Annual General Meeting held on 29^th December, 2023 and the Company has complied with the applicable provisions of the Act.

Other than the above, there was no change in the composition of the Board of Directors of the Company.

Further, based on the recommendation of the Nomination and Remuneration Committee and the approval of the Audit Committee, the Board of Directors, at their meeting held on 15th May, 2023, has appointed Sri.R.Nagarajan as Chief Financial Officer of the Company with effect from 15th May, 2023.

The following are the Key Managerial Personnel of the Company as on 31^st March, 2024;

Sri. Suresh Jagannathan - Executive Chairman Sri. Sharath Jagannathan - Managing Director Sri. R. Nagarajan - Chief Financial Officer Sri. S. Piramuthu - Company Secretary AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has constituted an Audit Committee comprising of four members namely Sri. Sudarsan Varadaraj, Sri. K. Gnanasekaran, Mrs. Kalyani Jagannathan and Sri. Ashwin Chandran, all of them being Independent Directors. Sri. K. Gnanasekaran, an Independent Director, is the Chairman of the Audit Committee.

The Board had accepted all the recommendations of the Audit Committee, whenever made by the Committee, during the year under review.

The details of composition of the Audit Committee including the terms of reference, the number of meetings held during the year under review and the attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of this Directors' Report.

(i) The steps taken or impact on conservation of energy.

Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

(ii) The steps taken by the Company for utilizing alternate source of energy.

The Company has installed 7.00 MW capacity wind energy and 6.9 MW (DC capacity)

5 MW (AC capacity) Solar energy plant for captive consumption.

(iii) The capital investment on energy conservation equipment.

As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

i) Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required.

ii) Expenditure INCURRED ON RESEARCH AND DEVELOPMENT

No specific expenditure of recurring or capital nature is involved in research and development directly.

C. FOREIGN Exchange EARNINGS AND OUTGO

During the year under review, your Company has earned foreign exchange of ' NIL and Rs 17.18 Lakhs outflow.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

The company does not have any subsidiaries, associate companies, or joint ventures.

Fixed DEPOSITS

Your company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, there are no unclaimed or unpaid deposits as on 31^st March 2024.

Further, the details of the unsecured loans accepted by the Company from its Directors including those carried forwarded in the books of the Company consequent upon the sanctioning of the Scheme of Amalgamation of Raya Foods Private Limited with the Company with effect from 1^st April, 2022 have been disclosed under the relevant notes to the financial statements.

* DISCLOSURE UNDER SECTION 197 (12) AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc., as stipulated under section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-B to this Report.

In terms of provisions of section 197(12) and rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the names of the top ten employees in terms of remuneration drawn forms part of this report. Pursuant to the second proviso to section 136(1) of the Act, the Annual Report excluding the said information is being sent to the members of the company. Any member interested in obtaining such information may send an email to cosec@klrf.in

Further, the details of employees who are in receipt of remuneration in the aggregate not less than Rs 1.02 crores if employed throughout the financial year or not less than Rs 8.50 lakhs per month if employed for a part of the financial year is disclosed in "Annexure-B".

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism and adopted a Whistle Blower Policy in accordance with provisions of the Companies Act, 2013 and SEBI Listing Regulations, to provide a formal mechanism to the employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The Whistle Blower Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. During the year under review, no concerns were received by the Company. The details of the said policy have been given in the Corporate Governance Report forming part of this Directors' Report and also, it has been placed on the Company's website viz., www.klrf.in.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed by the Audit Committee. Further, the Audit Committee periodically/ reviews the effectiveness of the Company's internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate and effective with respect to the operations of the Company. A report of Statutory Auditor pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditor's report.

LISTING

The equity shares of the Company continue to be listed on BSE Limited and details of listing have been given in the Corporate Governance Report forming part of this Directors' Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and/or material orders were passed by any regulator or court or tribunal impacting the going concern status and the Company's operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year under review.

DISCLOSURE UNDER THE SExUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup to redress the complaints received regarding sexual harassment of women at workplace. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has not received any complaint under the said Act during the year 2023-24 and there are no unresolved complaints as on 31^st March, 2024.

ACKNOWLEDGEMENTS

Your directors acknowledge with gratitude, the co-operation and assistance from its bankers. Your Directors would like to thank all Shareholders, Bankers, Customers and Employees in appreciation of their continued support.

May the Almighty Goddess Lakshmi continue to shower HER choicest blessings and Continue to grant us prosperity in the years to come.