Share Wealth

Year End :2023-03

DIRECTOR’S REPORT

Dear Shareholders,

The Directors present their, Sixty first Annual Report together with the audited statements of
accounts for the year ended 31^st March 2023

FINANCIAL RESULTS	31.03.2023	31.03.2022
Total Income	33,767.45	27,711.61
Profit before finance cost and depreciation	2,440.33	1,840.75
Less: Finance cost	508.65	406.02
Profit before depreciation and amortisation	1,931.68	1,434.73
Less: Depreciation	507.56	400.94
Profit/ (Loss) before tax	1,424.12	1,033.79
Less:Income tax expense - Current tax	248.82	180.62
- Deferred tax charge / (credit)	145.50	100.14
Profit / (Loss) for the year from operations	1,029.80	753.03
Other comprehensive Income net of tax	4.76	(17.83)
Total comprehensive income for the year	1,034.56	735.20

REVIEW OF BUSINESS OPERATIONS

During the year ended 31^st March 2023, the Company has recorded a total income of
' 33,767.45 lakhs as against ' 27,711.61 lakhs achieved during the previous year. The profit
after tax amounted to ' 1,029.80 lakhs as against profit of ' 753.03 lakhs in the previous
year. The Profit before interest, Depreciation, Taxes and Amortization (EBIDTA) amounted to
' 2,440.33 lakhs as against ' 1840.75 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 2023.

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 and RBL 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, are 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 form a part of this
report.

ALTERATION OF MEMORANDUM OF ASSOCIATION

Pursuant to the provisions of Section 13 and other applicable provisions, if any, of the
Companies Act, 2013, the Company has obtained necessary approval of the members by
means of passing necessary special resolution at the 60^th Annual General Meeting held on
14^th September, 2022 and has altered the Object Clause III of its Memorandum of Association
in line with Table A of Schedule I of the said Act in order to enable the Company to diversify
its business activities and complied with the provisions of the Act. Subsequently, the Central
Government (Registrar of Companies, Chennai) vide Certificate of Registration of the Special
Resolution Confirming Alteration of Object Clause(s) dated 18^th October, 2022 has registered
the said special resolution confirming the alteration of the objects clause.

Further, pursuant to the provisions of Section 13 and other applicable provisions, if any, of the
Companies Act, 2013, the Company has obtained necessary approval of the members by
means of passing necessary special resolution at the 60^th Annual General Meeting held on
14^th September, 2022 and has altered the Clause V (Share Capital) of its Memorandum of
Association to reflect the reclassified authorized share capital and complied with the provisions
of the Act.

SCHEME OF AMALGAMATION:

Based on the recommendation and approval of the Audit Committee, the Committee of
Independent Directors and the Board of Directors, at their respective meeting(s) held on
22^nd August, 2022 and in pursuance of the letter received from BSE Limited stating that they do
not have any adverse observation on the scheme, the consent received from the secured
creditors and the approval received from the equity shareholders and the unsecured creditors
of the Company, at their respective meeting(s) held on 22^nd June, 2023, the Company has
filed necessary Petition under Sections 230 to 232 of the Companies Act, 2013 before the
National Company Law Tribunal, Chennai Bench ("NCLT") seeking the sanction of the Scheme
of Amalgamation of Raya Foods Private Limited (Transferor Company) with Kovilpatti Lakshmi
Roller Flour Mills Limited (Transferee Company) with effect from April 1, 2022 (Appointed Date)
and the requisite approval of the NCLT is awaited.

SHARE CAPITAL

Pursuant to the provisions of Section 1 3 and other applicable provisions, if any, of the
Companies Act, 2013, the Company has obtained necessary approval of the members by
means of passing necessary special resolution at the 60^th Annual General Meeting held on
14^th September, 2022 and has reclassified its Authorized Capital from ' 1,500 lakhs divided into

1.20.00. 000 (One Crore Twenty Lakhs) equity shares of ' 10/- each and 30,00,000 (Thirty Lakhs)
10% Cumulative Redeemable Preference Shares of ' 10/- each to ' 1,500 lakhs divided into

1.20.00. 000 (One Crore Twenty Lakhs) equity shares of ' 10/- each and 30,00,000 (Thirty Lakhs)
Preference Shares of ' 10/- each and complied with the provisions of the Act.

The subscribed and paid-up equity share capital of the company as on 31^st March 2023 is
' 554.15 lakhs divided into 55,41,476 equity shares of ' 10/- each. During the year under
review, the Company has not made any fresh issue of shares or other securities.

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 ' 1034.56 lakhs has been carried forwarded
under the head Retained earnings.

DIVIDEND

Your Directors recommend a dividend of ' 2/- per equity share of ' 10/- each for the financial
year ended 31^st March, 2023, subject to deduction of Tax at Source, which if approved at the
forthcoming 61 ^st Annual General Meeting, will be paid to those equity shareholders whose
names appear in the Register of Members as on 22^nd December, 2023 (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 22^nd December, 2023
(Record Date).

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

There is no amount of dividend which are lying unclaimed for a period beyond seven years
which are required to be transferred to Investor Education and Protection Fund in accordance
with the provisions of the Companies Act, 2013 and rules made thereunder.

During the year under review, the Company had transferred an amount of ' 0.99 lakhs being
the dividend declared at the Annual General Meeting held on 14^th September, 2022 in relation
to the financial year 2021-22, 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.

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
2022-23 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 a 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;

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
2023 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.

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 have evaluated the Independent Directors during the year 2022-23 and
opined that the integrity, expertise and experience (including proficiency) of the Independent
Directors are satisfactory. There was no appointment of Independent Directors made during
the year under review.

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, Senior Management, evaluation of the performance of the Directors / Key Managerial
Personnel / Senior Management and the remuneration payable to them. The salient features
of the said policy have been outlined in the Corporate Governance Report. The Remuneration
Policy is placed on the Company's website at www.klrf.in and the abstract of which is furnished
as "Annexure - C" and forms part of this report.

STATUTORY AUDITORS & 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, as were re-appointed as the Statutory Auditor of the company, in the
place of the retiring statutory auditor M/s. Arun & Co (FRN: 014464S) Chartered Accountants,
Tirunelveli, at the 60^th Annual General Meeting held on 14^th September, 2022 to hold such
office from the conclusion of the 60^th Annual General Meeting till the conclusion of the 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 61^st 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.

M/s VKS Aiyer & Co., (Firm Registration No.000066S), Chartered Accountants, Coimbatore, the
Branch Auditors of the Engineering Division of the Company, retires at the conclusion of the
ensuing 61^st Annual General Meeting and being eligible, the Audit Committee and the Board

of Directors, at their respective meeting(s) held on 23^rd November, 2023, have recommended
to re- appoint them as the Branch Auditors for the Engineering Division of the Company to hold
such office for a period of five consecutive years from the conclusion of the ensuing 61^st Annual
General Meeting till the conclusion of the 66^th Annual General Meeting in accordance with
the provisions of Section 139 of the Companies Act, 2013. The Company has also obtained
necessary consent under Section 139 and eligibility certificate under Section 141 from the
appointee Branch Auditors to the effect that their re-appointment, if made, would be in
conformity with the provisions of the Companies Act, 2013 and the appointee Branch Auditors
are holding a valid Peer Review Certificate issued by the Institute of Chartered Accountants of
India. Accordingly, necessary ordinary resolution has been included in the Notice convening
the ensuing 61^st Annual General Meeting. Your directors recommend the re-appointment of
Branch Auditors.

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 26^th May, 2023, has
approved the re-appointment of M/s.PMohankumar & Co., Cost Accountant (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 2023-24 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, 201 4, necessary ordinary resolution
seeking members' ratification for the remuneration payable to M/s P Mohankumar & Co.
(Firm Registration Number: 100490), Cost Accountant is included in the Notice convening the
61^st Annual General Meeting of the Company.

Further, the Cost Audit Report for the financial year ended 31^st March 2023 has been submitted
with the Central Government in the prescribed form and manner on 6^th September, 2023
which was within the due date 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 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. Accordingly, the

Secretarial Audit Report in the prescribed Form MR-3 for the financial year ended 31^st March
2023 is annexed to this Report as "Annexure-A".

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 Auditor in their respective report(s).

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

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 Act, 2013.

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
2023 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 referred to in Section 188 of the Companies Act, with related parties
which could be considered material under the Companies Act, 201 3 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 is not applicable. 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

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.www.klrf.in.

As part of its initiatives under its 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.

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 2022-23, 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
relationship of the Committee and the management 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.

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. R. Kannan (DIN: 00951451), retires by rotation at the ensuing 61^st 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, the Board of Directors, at their meeting held on
23^rd November, 2023, had approved the re-appointment of Sri. Suresh Jagannathan
(DIN: 00011326), whose tenure as Executive Chairman expires 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, subject to the approval of
the members of the Company by means of passing necessary special resolution. Accordingly,
necessary special resolution has been included in the agenda of the Notice convening the
61^st Annual General Meeting. Your Directors recommend his re-appointment.

During the year under review, there was no change in the composition of the Board of Directors
of the Company.

Sri. J. Kanna has resigned as the Chief Financial Officer of the company with effect from the
close of business hours of 31^st January, 2023.

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 15^th May,
2023, has appointed Sri.R.Nagarajan as Chief Financial Officer of the Company with effect
from 15^th May, 2023.

Other than the above, there was no change in the Key Managerial Personnel (KMPs) during the
financial year.

The following are the Key Managerial Personnel of the Company presently;

Sri. Suresh Jagannathan (DIN : 00011326) - Executive Chairman
Sri. Sharath Jagannathan (DIN : 07298941) - Managing Director
Sri. R. Nagarajan - Chief Financial Officer
Sri. S. Piramuthu - Company Secretary

AUDIT COMMITTEE

Pursuant to Section 1 77 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 said 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGOA. CONSERVATION OF ENERGY

(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 6.9MW (DC Capacity)
/ 5MW (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.

B. TECHNOLOGY ABSORPTION

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 ' 88.26
lakhs and incurred an outflow of ' 35.47 lakhs.

SUBSIDIARY 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 2023.

Further, the details of the unsecured loans accepted by the Company from its Directors 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, employees who are in receipt of remuneration in the aggregate at the rate of not less
than ' 1,02,00,000/- if employed throughout the year or ' 8,50,000/-per month if employed
for part of the year is enclosed 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 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 annually 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 2022-23 and there are no
unresolved complaints as on 31^st March, 2023.

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.

For and on behalf of the Board

Sharath Jagannathan Suresh Jagannathan

Place : Coimbatore Managing Director Executive Chairman

Date : November 23, 2023 DIN : 07298941 DIN : 00011326