Your Directors take pleasure in presenting the 33rdAnnual Report covering the highlights of the finance, business, and
operations of your Companytogether withStandalone Audited Financial Statements prepared in compliance with Ind
AS accounting standards, for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS :

The financial results for the year ended 31st March 2025 are summarized below

2. FINANCIAL PERFORMANCE STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

For the period under review (FY 2024-25),the turnover of the company was Rs.256.70Crores as againstRs.368.47 Crores
in the previous Financial Year.The Net loss after tax was Rs. 47.36Crores as against net Loss Rs.37.44Crores in the
previous financial year.

During the year the company made defaults in repayment of term loan instalments. The banks classified these loans
asNPA and issued notices for recovery of these dues u/s 13(2) r.w.s 13(3) of SARFAESI Act, 2002. The banks also
takenpossession of the properties offered as security u/s 13(4) of the Act. The company applied for restructure of these
loanswhich is pending.

More details are available in Management Discussion & analysis report placed at Annexure - I to this report
MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion & Analysis Report in line with Regulation 34(3) read with Schedule-V of the SEBI (LODR)
Regulations, 2015 is placed at Annexure-I to this report.

DIVIDEND

During the year company has not recommended any dividend due to losses incurred by the company

AMOUNTS TRANSFERRED TO RESERVES

There is no transfer amount to the reserves for the period under review.

ANNUAL RETURN:

Annual Return of the Company pursuant to Section 92 of the Companies Act, 2013 read with Companies (Management
and Administration) Rules, 2014, in the prescribed Form MGT-7, is available at the weblink http://ksml.in/wp-content/

uploads/2025/08/MGT-9-2024-25.pdf as Pursuant to
Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2025.

3. NUMBER OF MEETINGS HELD OF THE BOARD:

The Board of Directors met 6 (six) times during the year
2024-25.The details of the Board Meetings and the
attendance of the Directors are provided in the Report on
Corporate Governance

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) During the year the shareholders has confirmed the
re-appointment of Sri P.Ventkateswara Reddy (Din:
0018677) as a Managing director for period of three
years ,SriG.V.Krishna Reddy (Din: 00018713) as Joint
Managing director for period of three years and Sri.
Mr.M.V.SubbaReddy (Din: 0018719) as a Whole Time
Director of the company for a period of one year.

(ii) Re-appointmentof Director under retire by
rotation:

During the year the shareholders at the 32ndAGM
held on 29.08.2024 has approved the re-appointment
of Sri.Mr.M.V.SubbaReddy as a Director of the
Company under the retire by rotation as per the
provisions of the Companies Act,2013.

(iii) Appointment of Independent Directorduring the
Financial Year 2024-25

Smt. V.L. Sandhyarani(DIN: 10627130)appointed as
independent Director of the company for a period offive
years w.e.f 29.05.2024 as per the recommendation of
the Nomination and Remuneration Committee.

Sri V. Raghavendra Reddy(DIN:10704660)appointed
as independent Director of the company for a period of
five years w.e.f 01.08.2024 as per the recommendation
of the Nomination and Remuneration Committee.

Sri. V.S.N. Murthy (DIN 00021952) Non -Executive
Independent Director has retired with effect from the
closing hours of 20th September 2024 after cessation
of tenure from being Non Executive Independent
Director

Smt. Vangala Bhargavi (DIN 06950741) Non
-Executive Independent Director has retired with
effect from the closing hours of 25th September 2024
after cessation of tenure from being Non Executive
Independent Director

(iv) Directors seeking re-appointment under
Retirement by rotation:

Mr.G.V.KrishnaReddy, Director of the Companywho is
liable to retire by rotation at the ensuing AGM pursuant
to the provisions of Section 152 of the Companies
Act, 2013 read with the Companies (Appointment and

Qualification of Directors) Rules, 2014 and the Articles
of Association of your Company and being eligible
has offered himself for reappointment. Appropriate
resolution for his re-appointment is being placed for
your approval at the ensuing AGM.

(v) Statement on Declaration by the Independent
Directors of the Company.

All the Independent Directors of the Company have
given declarations under Section 149(7) of the
Companies Act, 2013 that they meet the criteria of
independence as laid down under Section 149(6) of
the Companies Act, 2013 and Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The terms and conditions of
appointment of the Independent Directors are posted
on the website of the Company www.ksml.in.

(viii) Performance Evaluation of the Board,
itsCommittees and Separate meeting
ofIndependent Directors:

In compliance with the provisions of the Companies
Act, 2013 and Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the performance evaluation of
the Board was carried out during the year under
review. More details are available in the Corporate
Governance Report which forms part of this report.

(ix) Company’s policy on directors’ appointment and
remuneration including criteria for determining
qualifications, positive attributes, independence
of a director and other matters provided under
sub-section (3) of section 178;

Your Company has formulated the Nomination and
Remuneration Committee in accordance with Section
178 of the Companies Act, 2013 and Regulation 19
of the LODR Regulations, 2015.The salient aspects
covered in the Nomination and Remuneration Policy
has been outlined in the Corporate Governance
Report which forms part of this report.

(x) Managerial Remuneration

The information required under Section 197 of
the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Directors/
employees of your Company is set out in Annexure
—IIto this report.

5. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND:

Pursuant to the provisions of section 124 of the
companies Act, 2013,the declared dividends which
remained un paid or unclaimed for a period of seven

years, have been transferred by the Company to
the Investor Education and Protection Fund (IEPF)
established by the Central GovernmentThe details
of dividends paid by the Company and respective
due dates for transfer of unclaimed dividend to IEPFis
available in Corporate Governance report which forms
part of this report.

During the year the company has transferred
unclaimed dividend of Rs.2,39,128/-and to IEPF
authority with respect to the dividend year 2016-17.
Disclosure with respect to DematSuspenseAccount
/ unclaimed suspense account:

Your Company does not have any UnclaimedShares

6. COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders’ Relationship Committee

D. Corporate Social Responsibility Committee.

E. Share Transfer Committee

The details of the Committees along with their
composition, number of meetings and attendance
at the meetings are provided in the Corporate
Governance Report.

7. RISK MANAGEMENT :

The Company has implemented an integrated risk
management framework, through which the Board and
Audit Committee periodically reviews and assesses
significant risks on a regular basis to help ensure that
there is a robust system of internal controls in place.
Your Company believes that managing risks helps
in maximizing returns. The Company’s approach
to addressing business risks is comprehensive and
includes periodic review of such risks and a framework
for mitigating controls and reporting mechanism of
such risks. More details on the same are given in the
Report on Corporate Governance

8. DETAILS OF ADEQUACY INTERNAL FINANCIAL
CONTROLS RELATED TO FINAN-CIAL
STATEMENTS

Your Company has put in place adequate internal
financial controls with reference to the financial
statements and the Company has effective risk-
mitigation system keeping in view the size and
nature of the business. Your company has adopted
accounting policies which are in line with the
Accounting Standards prescribed in the Companies
(Accounting Standards) Rules, 2006 and other

applicable provisions, if any, of the Companies Act,
2013 read with Rule 7 of the Companies (Accounts)
Rules, 2014. These are in accordance with generally
accepted accounting principles in India. Changes
in policies, if any, are timely approved by the Audit
Committee in consultation with the Statutory Auditors.
The main objective of internal control system and
process is to test and review controls, appraisal
of risks inbusiness processes, and benchmarking
controls with best practices in the industry. The
Internal Audit function is entrusted to M/s Mastanaiah&
Co., Chartered Accountants, Guntur, who submit their
reports to the Joint Managing Director & CEO and
has direct access to the Audit Committee and they
participated in the meetings of the Audit Committee of
the Board of Directors of your Company.

The Audit Committee of the Board of Directors
actively reviews the adequacy and effectiveness of the
internal control systems and suggests improvements
to strengthen the same. The Audit Committee of
the Board of Directors and Statutory Auditors are
periodically apprised of the internal audit findings and
corrective actions taken. The Internal Audit plays a key
role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions
taken by the management are presented to the Audit
Committee of the Board. To maintain its objectivity
and independence of the Internal Audit functions.

9. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In accordance with the provisions of Section 177(9) of
the Companies Act, 2013 and the Rules made there
under and also SEBI (LODR) Regulations, 2015, your
Company has in place a vigil mechanism termed as
Whistle Blower Policy, for directors and employees to
report concerns about unethical behavior, actual or
suspected fraud or violation of the Company’s Code
of Conduct or Ethics Policy, which also provides
for adequate safeguards against victimization of
director(s)/employee(s) who avail the mechanism
and also provide for direct access to the Corporate
Governance Officer/Chairman of the Audit Committee.
The Whistle Blower Policy is also available on your
Company’s website (www.ksml.in). We confirmed
that no person has been denied access to the audit
committee.

10. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS BY THE COMPANY

The Company has duly complied with the provision
of Section 186 of the Companies Act, 2013 and Rules
made there under. Details on loans or investment

are provided in financial statements section of this
Annual Report. The company has not given any Loans
or Guarantees and securities covered under the
provisions under section 186 of the companies Act,
2013.

11. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

During the year under review, no transaction of
material nature has been entered into by the Company
with its Promoters, the Directors or relatives, etc, that
may have a potential conflict with the interests of the
Company. All related party transactions are placed
before the Audit Committee and also for approval of
Board on quarterly basis. Prior omnibus approval of
the Audit Committee is obtained on a yearly basis for
the transactions which are of repetitive nature and
entered in the ordinary course of business and are on
arm’s length basis.

A Statement giving details of the transactions
entered into with the related parties, pursuant to the
omnibus approval so granted, is placed before the
Audit Committee and the Board of Directors for their
approval/ratification on a quarterly basis.

The Register of Contracts containing transactions, in
which directors are interested, if any, is placed before
the Audit Committee/Board regularly. The Board of
Directors of the Company, on the recommendation of
the Audit Committee, adopted a policy on Related Party
Transactions, to regulate the transactions between the
Company and its Related Parties, in compliance with
the applicable provisions of the Companies Act, 2013
and the SEBI (LODR) Regulations, 2015.

The Policy as approved by the Board is uploaded on
the Company’s website at www.ksml.in.

The details of the related party transactions as per
Accounting Standard- 18 are set out in Notes to
Accounts (Note No: -35)of the Financial Statements,
forming part of this report

The details of the Related Party Transactions in
prescribed Form AOC-2 pursuant to Section 134(3)(h)
of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 are annexed as
Annexure -III to this Report.

12. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
as stipulated under Section 134 of the Companies Act,

2013 read with Rule 8 (3) of the Companies (Accounts)
Rules, 2014, is set out herewith as Annexure -IV to
this report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Companies Act,
2013 and the Rules made thereunder, your Company has
put in place a Corporate Social Responsibility Committee
which comprises of Mr. G.V. Krishna Reddy as Chairman
and Mr. SrinivasPetluri, Mr. M.V. Subba Reddy as
members.The provisions of section 135 of the Act, read
with Companies (Corporate Social Responsibility Policy)
Rules, 2014 are not applicable to the Company during
the year

The Annual Report under CSR Activities is annexed to
this report as Annexure -Vto this Report.

The details relating to the meetings convened, etc. are
furnished in the Report on Corporate Governance.

14. AUDITORS

(i) Statutory Auditors And Their’ Report:

M/s.Brahmayya& Co., Chartered Accountants (ICAI
Registration No. 000513S)were appointed as statutory
auditors at the AGM Held on 27th September,2022 for
term of five years till the conclusion of the 35thAGM to
be held in the year 2027.

Auditors’ Report

The Auditors’ Report to the Members for the year
under review is unmodified/ clean. The Notes to the
Accounts referred to in the Auditors’ Report are self¬
explanatory and therefore do not call for any further
clarifications under Section 134(3) (f) of the Act. There
has been no qualification, reservation, adverse remark
or disclaimer given by the Auditors in their Report.

(ii) Cost Auditor:

As per the requirement of Central Government and
pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014 as amended from time to time, your
Company has been carrying out audit of cost records
relating to Textile and Power Divisions every year.
There is no adverse remark, qualification, reservation
or disclaimer in the Cost Audit Report submitted by
M/s.Sairam& Associates,Cost Accountant for the
financial year ended 31.03.2025.

The Board of Directors of your Company, on the
recommendations made by the Audit Committee at its
meeting held on 30th May, 2025 had appointed M/s.
Sairam&Associates,Cost Accountant, (Membership
No. 41948) as the Cost Auditor of your Company to
carry out audit of cost records relating to Textile and

Power Divisions as required under the Companies Act,
2013for the financial year 2025-26at a remuneration of
Rs 30,000/-, plus applicable taxes and out of pocket
expenses, if any.

Your Company has received consent from M/s.
SAIRAM& ASSOCIATES, Cost Accountant, to act
as the Cost Auditor to carry out the audit of the cost
records for the financial year 2025-26a resolution
seeking member’s approval for the remuneration
payable to the Cost Auditor forms part of the Notice
convening the Annual General Meeting for their
ratification.

MAINTENANCE OF COST RECORDS:

Cost Audit is applicable to the Company. The
Company is required to maintain cost records as
specified by the Central Government under sub¬
section (1) of Section 148 of the Act and the rules
framed thereunder, and accordingly, the Company
has made and maintained such cost accounts and
records.

EXPLANATIONS OR COMMENTS BY THE BOARD
ON EVERY QUALIFICATION, RESERVA-TION OR
ADVERSE REMARK OR DISCLAIMER MADE BY
THE COST AUDITOR IN HIS RE-PORT:

The Cost Auditor’s report for the year ended
31.03.2025 does not contain any qualification,
reservation or adverse remark or disclaimer in his
report

(iii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act,
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI Listing Regulations, the
Company had appointed K.Srinivasa Rao & Co,
Company Secretaries, GunturSecretarial Auditors
on a remuneration mutually agreed by the Board of
Directors and the Secretarial Auditors for a term of
five consecutive years (subject to the approval of
Members at the ensuing Annual General Meeting)
from the conclusion of the 33rdAnnual General
Meeting until the conclusion of the 37th Annual
General Meeting of the Company to be held in the
year 2030. The auditors have confirmed that they
hold valid certificate issued by the Peer Review Board
of the Institute of Company Secretaries of India and
the consent letter and certificate of eligibility was
received from M/s K.Srinivasa Rao & Co, Company
Secretaries.,confirming their eligibility for the
appointment. Further, in terms of the provisions of the
Circular No. CIR/CFD/CMD1/27/2019 dated February

8, 2019 issued by SEBI, M/s. K.Srinivasa Rao &
Co, Company Secretaries, Guntur has issued the
Annual Secretarial Compliance Report, confirming
compliance by the Company of the applicable
SEBI Regulations and circulars / guidelines issued
there under. The Secretarial Audit Report & Annual
Secretarial Compliance report areappended as
"Annexure -VI” to this Report. There is no adverse
remark, qualification, reservation or disclaimer in the
Secretarial Audit Report.

EXPLANATIONS OR COMMENTS BY THE BOARD
ON EVERY QUALIFICATION, RESERVA-TION OR
ADVERSE REMARK OR DISCLAIMER MADE BY
THE SECRETARIAL AUDITORS IN HIS RE-PORT:

The Auditor’s report for the year ended 31.03.2023
does not contain any qualification, reservation or
adverse remark or disclaimer in his report

(iv) Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors,
Cost Auditors and Secretarial Auditors have not
reported any instances of frauds committed by the
Company or by its Officers or Employees, to the Audit
Committee under Section 143(12) of the Companies
Act, 2013..

15. MATERIAL EVENT RECORDED SUBSEQUENT
TO THE DATE OF FINANCIAL STATE-MENTS

There are no material changes and commitments
affecting the financial position of the Company, which
has occurred between the end of the financial year of
the Company i.e. March 31,2025 and the date of the
Directors’ Report

CASES FILED/DISPOSED PENDING UNDER IBC:

Proceedings under IBC against the company pending
if any: Nil

CHANGES IN SHARE CAPITAL

During the current year, there has been no change
occurred in the capital structure of the company.

CORPORATE GOVERNANCE:

A report on Corporate Governance in line with Regulation
34 read with Schedule-V of SEBI (LODR) Regulations,
2015 is appended and annexedas a separate section to
this report.

The Statutory Auditors of the Company have issued a
certificate on Corporate Governance which is appended
to the Corporate Governance Report.

16. DETAILS OF SUBSIDIARY, JOINT VENTURE OR
ASSOCIATES

Our Company does not have any material Subsidiary
Company in terms of Regulation 16(1 )(c) of SEBI (LODR)
Regulations, 2015. Accordingly, the financial statements
of our Company are not required to be consolidated
in accordance with the applicable Indian Accounting
Standards.

Company has neither any Associates nor any Joint
Ventures as on March 31, 2025

17. PUBLIC DEPOSITS:

During the year under review, your Company has not
accepted any deposit within the meaning of Sections
73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014
(including any statutory modification(s) or re-enactment(s)
for the time being in force).

The Company has not invited or accepted any deposits
from the public or its members;

i. No amount has been received by the Company that would
be classified as a ‘deposit’ under the said provisions;

ii. There were no outstanding deposits as on the date of the
Balance Sheet;

iii. There has been no default in repayment of deposits or in
payment of interest thereon;

iv. The Company has not accepted any deposit in
contravention of the provisions of the Companies Act,
2013 and the Rules made thereunder.

Accordingly, the disclosure requirements under Rule
8 of the Companies (Accounts) Rules, 2014 are not
applicable to the Company for the year under review.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

There is no material order passed by the regulators or
courts or tribunals impacting the going concern status
and Company’s operations in future.

19. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of
environmentally clean and safe operations. The
Company’s policy requires conduct of operations in
such a manner, so as to ensure the compliances of
environmental regulations and preservation of natural
resources for future Generations.

20. DISCLOSURES PERTAINING TO THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013 :

Your directors confirm that the Company has adopted a
policy for prevention of Sexual Harassment of Women at
workplace and has set up Committee for implementation
of said policy. Your directors confirmed that the Company
has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year
Company has not received any complaint of harassment.

(!) Number of employees as on the closure of financial year:

The Board recognizes that adherence to the Maternity
Benefit Act is not merely a statutory obligation, but
also a reflection of the Company’s broader ethos of
safeguarding employee welfare, promoting work-life
balance, and supporting women in the workforce
through all stages of maternity and motherhood.

22. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies
Act, 2013 (including any statutory modification(s)
or re-enactment(s) for the time being in force), your
Directors hereby confirm that:

(a) In the preparation of the annual accounts for
the financial year ended 31st March, 2024, the
applicable Accounting Standards and Schedule
III of the Companies Act, 2013 (including any
statutory modification(s) or re-enactment(s) for
the time being in force), have been followed and
there are no material departures from the same;

(b) For the financial year ended 31st March, 2025,
the Directors have selected such 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 your Company as at 31st March,
2025 and of the profit and loss of the Company
for the financial year ended 31st March, 2025;

(c) Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 (including any statutory modification(s)
or re-enactment(s) for the time being in force)
for safeguarding the assets of the company and
for preventing and detecting fraud and other
irregularities;

(d) Financial statements have been prepared on a "going
concern” basis;

(e) Proper internal financial controls laid down by the
Directors were followed by your Company and that
such internal financial controls are adequate and
operating effectively; and

(f) Proper systems to ensure compliance with the
provisions of all applicable laws were in place and
that such systems were adequate and operating
effectively.

23. APPRECIATIONS ANDACKNOWLEDGEMENTS:

Your Directors sincerely convey their appreciation for
the unbelievable commitment, support, dedication, hard
work, enthusiasm and significant contribution made by
employees in ensuring sustained growth of the Company.
Your Directors also take this opportunity to thank all
shareholders,Clients, Vendors, Bankers, Government
and Regulatory Authoritiesand Stock Exchanges for their
continued co-operation.

For and on behalf of Board of Directors

Date : 13-08-2025 Sd/- Sd/-

Place : Chowdavaram, Guntur ^{GV Krishna Reddy P Venkateswara Reddy}

Joint Managing Director Managing Director

DIN:00018713 DIN : 00018677