Directors Report of KSE Ltd.

Mar 31, 2025

Your Directors are pleased to present the 61st Annual Report and the audited accounts for the financial
year ended 31st March 2025.

FINANCIAL HIGHLIGHTS

	Year ended 31.03.2025 Rs. in lakhs	Year ended 31.03.2024 Rs. in lakhs
Revenue from Operations	1,64,952.80	1,68,348.62
Earnings Before Taxes, Finance Costs, Depreciation and Amortization	12,825.82	3,590.51
Less : Finance Costs	242.78	283.19
Less : Depreciation and Amortisation expense	562.18	473.60
Profit Before Exceptional Item and Tax	12,020.86	2,833.72
Exceptional Item (Gain)/Loss	(250.75)	409.54
Profit Before Tax	12,271.61	2,424.18
Less : Tax Expense	3,140.88	663.27
Profit After Tax	9,130.73	17,60.91
Other Comprehensive Income (net of tax)	(19.93)	(42.27)
Total Comprehensive Income	9,110.80	1,718.64
Opening balance in Retained Earnings	6,125.41	5,686.77
AMOUNT AVAILABLE FOR APPROPRIATION	15,236.21	7,405.41
Dividend distributed during the year	1920.00	640.00
Transfer to General Reserve	-	640.00
Closing Balance in Retained Earnings	13,316.21	6,125.41

Dividend

Your directors have recommended and paid an
interim dividend of 300% (Rs.30.00 per share of
Rs. 10 each) after declaration of unaudited financial
results for the quarter ended 31st December''2024.
In addition to the interim dividend paid during the
current financial year, your directors recommend
a final dividend of 500% (Rs.50 per share of Rs. 10
each) for the year ended 31st March, 2025 that will
be paid out of the profits of the Company for the
year ended 31st March, 2025, absorbing a total
amount of Rs.16.0 crores for final dividend. This

totals the dividend for the fiscal year 2024-25 to Rs.
80.00 per share (800%) to be paid out of the current
year''s profit of Rs. 91.11 crores. The total dividend
payout including both interim and final dividends will
absorb an amount of Rs.25.60 crores, representing a
payout ratio of 28.10% of profit after tax for the year.
The dividend income will be taxable in the hands
of shareholders and income-tax at source will be
deducted by the Company from the dividend being
paid to the shareholders at the prescribed rates.

The final dividend of Rs.50 per equity share of
Rs. 10 each as recommended by the Board of

Directors of the Company at their meeting held on
27th May, 2025, if approved at the ensuing annual
general meeting, will be paid to those shareholders,
whose names appear in the Company''s register of
members as on 20th September, 2025. In respect
of equity shares held in dematerialised form, the
dividend will be paid to those beneficial owners of
the equity shares as at the end of business hours on
13th September, 2025 as per the details furnished
by the depositories for this purpose.”

The Dividend Distribution Policy of the Company is
available at https://www.kselimited.com/investors/
policies. The dividend payout for the year 2024¬
2025 has been decided in accordance with the
Company''s policy to pay sustainable dividend linked
to long term growth objectives of the Company to
be met out of internal cash accruals.

Unpaid Dividend

Pursuant to Section 124 and 125 of the Companies
Act, 2013, the Company has transferred the unpaid
or unclaimed dividend up to and including for the
financial year 2016-2017 on respective due dates
to the Investor Education and Protection Fund
administered by the Central Government.

As per the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, the Company has uploaded the details
of the Unclaimed Dividends as on 31st March, 2025
relating to the financial years from 2016-2017, on the
website of the IEPF (www.iepf.gov.in) and on the
website of the Company at www.kselimited.com.

The dates of declaration of Dividend since final dividend for 2017-2018 and the corresponding dates when
unclaimed dividends are due to be transferred to the Central Government are given in the following table:

Financial Year	Date of Declaration of Dividend	Last date for claiming unpaid dividend	Unclaimed amount as on 31st March 2025	Due date for Transfer to Investor Education and Protection Fund
2017-18 (Final)	31 August, 2018	30 August, 2025	1387440.00	07 October 2025
2018-19 (Final)	31 August, 2019	30 August, 2026	321735.00	07 October 2026
2020-21 (Interim)	15 September, 2020	14 September, 2027	441255.36	22 October 2027
2019-20 (Final)	15 December, 2020	14 December, 2027	386292.00	21 January 2028
2020-21 (Final)	29 September, 2021	28 September, 2028	1876604.00	5 November 2028
2021-22 (Final)	27 August, 2022	26 August, 2029	632249.00	3 October, 2029
2022-23 (Final)	26 August, 2023	25 August, 2030	822687.00	2 October, 2030
2023-24 (Final)	03 September 2024	02 September 2031	3195768.00	10 October 2031
2024-25 (Interim)	12 February 2025	11 February 2032	2521882.00	21 March 2032

Transfer to Reserves

During the year under review, the Company has not
transferred any amount to the General Reserve.
The entire profit for the year has been retained in
the Statement of Profit and Loss under Retained
Earnings.

Operating Results and Business Operations

The Company has reported a profit of Rs.91.11
crores after tax for the year 2024-25, compared
to a profit of Rs.17.19 crores in the previous year,
2023-24. During the year ended 31st March 2025,
Revenue from Operations registered a decline of
2.0%, amounting to Rs.1,649.53 crores as against

Rs.1,683.49 crores in the previous year.

The profit before tax for 2024-25 stands at
Rs.122.72 crores, after accounting for an exceptional
item of Rs.2.51 crores, representing an insurance
claim received for raw material damage caused
by floods in Tamil Nadu during FY 2023-24. The
corresponding profit before tax for FY 2023-24
was Rs.24.24 crores, net of an exceptional loss
of Rs.4.14 crores related to flood damage in Tamil
Nadu. The Earnings Per Share (EPS) for FY 2024-25
is Rs.285.34, compared to Rs.55.03 in the previous
year.

In FY 2024-25, the average raw material cost of
feed decreased by 8.37% over the previous year.
The average selling price of feed also declined by
around 2.8% compared to FY 2023-24. Revenue
from the feed segment decreased by 7.76%, mainly
due to a reduction in the cattle population in Kerala.
However, the Company undertook various measures
to contain material cost increases, resulting in a
segment profit of Rs.68.99 crores in FY 2024-25,
compared to Rs.40.40 crores in FY 2023-24.

In the Cake Processing Division, the scarcity of
locally available copra cake persisted during the
year, necessitating continued reliance on imported
copra cake. However, the price trend was favourable
throughout FY 2024-25 compared to the previous
year. The average consumption rate of copra cake
during the year was Rs.26,295 per ton, as against
Rs.30,366 per ton in FY 2023-24. Simultaneously,
the average realisation for coconut oil rose to Rs.1.57
lakhs per ton in FY 2024-25, compared to Rs.1.13
lakhs per ton in FY 2023-24. The price of Refined
Coconut Oil reached an all-time high of Rs.2.57
lakhs per ton in FY 2024-25, against the lowest
selling price of Rs.1.03 lakhs per ton in FY 2023-24.
Owing to the increased demand and higher selling
price of refined coconut oil, turnover from the Cake
Processing Division grew by 51%, resulting in a
segment profit of Rs.51.48 crores, compared to a
loss of Rs.6.31 crores in FY 2023-24.

During the year under review, the Milk Division
posted a marginal profit, attributable to lower milk
procurement prices in Tamil Nadu and increased

selling prices in Kerala. As a result, the dairy
segment recorded a profit of Rs.26.40 lakhs in FY
2024-25, compared to a loss of Rs.50.70 lakhs in
FY 2023-24.

The Ice Cream Division continues its efforts to
establish a strong presence in the Kerala market.
While growth remains steady, the Company is
actively investing in brand visibility, distribution
network expansion, and consumer engagement
initiatives. The relaunch of the Vesta ice cream brand
has significantly enhanced brand equity, supported
by a substantial advertising budget post-COVID to
reclaim and expand market share across Kerala. The
Company has introduced premium offerings and
innovative new variants, such as Coconut Milk and
Palm Jaggery-based vegan ice creams, to capture
greater market share. A price revision in the ice
cream segment has led to improved contribution
margins. Additionally, a well-known celebrity was
appointed as brand ambassador during FY 2023¬
24, which significantly boosted brand recognition
across Kerala.

To further strengthen market reach, the Company is
appointing new dealers in untapped regions. As part
of this dealer onboarding process, freezer subsidies
are offered, which are accounted for as part of the
ice cream segment costs. The Ice Cream Division
reported a loss of Rs.3.16 crores in FY 2024-25, as
compared to a loss of Rs.2.92 crores in FY 2023-24.
More information relating to the operations of the
Company has been furnished in the Management
Discussion and Analysis Report attached to and
forming part of this Report as provided by SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Awards and Recognitions

The Company has won the SEA Award constituted
by Solvent Extractors'' Association of India for
highest processor of coconut oil cake for the year
2024-2025. This Award is being received by the
Company for the past 34 years consecutively since
the inception of the award.

Number of meetings of the Board

Nine meetings of the board were held during the
year. For details of the meetings of the board, please
refer to the corporate governance report, which
forms part of this report.

Directors and Key Managerial Personnel

Dr. Jose Paul Thaliyath (DIN 01773031), Mrs.
Nina Paul (DIN: 08576074), Mr. Jose John (DIN:
01797056), Mr. K. Hari Kumar (DIN: 00388466) and
Mr. Paul Jose (DIN: 01616504) are the Independent
Directors of the Company. The Independent
Directors of the Company are not liable for
retirement by rotation, as provided in Section 149
of the Companies Act, 2013. In accordance with
Section 149 (7) of the Companies Act, 2013, the
Company has received declarations from all the
independent directors of the Company confirming
that they meet the criteria of independence as
prescribed under the Companies Act, 2013 and
as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

All the above five independent directors of the
Company had enrolled with Indian Institute of
Corporate Affairs'' (IICA) within the prescribed
period and had cleared the online proficiency
self-assessment test as provided by Companies
(Appointment and Qualification) Rules, 2019. In the
opinion of the Board of Directors, the independent
directors have relevant proficiency, expertise, and
experience.

In accordance with the provisions of the Companies
Act, 2013 read with the Rules issued thereunder, the
Listing Regulations and the Articles of Association
of the Company, the Independent Directors, the
Managing Director and Executive Director of the
Company are not liable to retire by rotation.

During the year under review, Mr. P. D. Anto (DIN:
00106965) ceased to be a Director of the Company
as he did not get re-elected at the Annual General
Meeting (AGM) held on September 3, 2024. On
the same date, Ms. Simi Davis (DIN: 09752318)
retired by rotation. Subsequently, Mr. Cheeran

Verghese Verghese (DIN: 00779894) retired from
the Board with effect from September 24, 2024. At
the AGM held on September 3, 2024, the Members
approved the appointment of Mr. Shaji P. Jacob
(DIN: 10647012) as a Director of the Company.
Further, at the same AGM, the Members approved
the appointment of Mr. Krishnan Harikumar (DIN:
00388466) as an Independent Director of the
Company, with effect from September 25, 2024.
The Board places on record its sincere appreciation
for the valuable services rendered by the retiring
Directors during their tenure.

Mr. Tom Jose (DIN: 01971467), will retire by
rotation at the ensuing annual general meeting, in
accordance with the provisions of the Companies
Act, 2013 and the Articles of Association of the
Company, and being eligible, offer himself for
re-appointment. Mrs. Seema Davis (DIN: 08125964),
Director, who also retires by rotation at the ensuing
Annual General Meeting (AGM) has expressed her
unwillingness to be re-appointed.

The Board has decided to fill up the vacancy of
directorship of Mrs. Seema Davis (DIN: 08125964)
on her retirement as Director as on 20th September,
2025, by appointing Mrs. Seena Sabu (DIN:
11142271) as Director of the Company and an
ordinary resolution has been moved in the ensuing
annual general meeting for her appointment as a
director. The Company has received a notice u/s
160 of the Companies Act, 2013 from a Member of
the Company signifying his intention to propose the
candidature of Mrs. Seena Sabu for the office of the
Director of the Company.

Mr. Dony Akkarakaran George (DIN: 09211623)
is being appointed as Executive Director of the
Company for a period of five years with effect
from 1st July, 2025, subject to the approval of
shareholders.

Mr. Dony Akkarakaran George is a graduate in
Physics and holds a professional degree in Law
with a specialization in Labour Law. He commenced
his career in marketing with KSE Limited in 1992
and subsequently held senior roles in reputed
organizations including Parle Agro, KERAFED, and

MARDEC BERHAD, Malaysia, where he managed
large-scale domestic and international operations
in the rubber and edible oil sectors. He currently
serves as General Manager at Joseph Rubbers
Private Limited and also provides consultancy
services to UNPA Rubbers and Beroe Inc., USA,
contributing valuable market intelligence and
commercial expertise.

With over three decades of extensive experience
in marketing, sales, procurement, and strategic
business development across multiple sectors
and geographies, Mr. Dony Akkarakaran George
brings a wealth of industry knowledge and
leadership acumen. His induction into the executive
management is expected to significantly strengthen
the Company''s operational effectiveness and
contribute to its long-term growth and market
expansion initiatives.

Mr. M.P. Jackson (DIN 01889504), Managing
Director, Mr. Paul Francis (DIN 00382797), Executive
Director, Mr. Senthil Kumar Nallamuthu, Chief
Financial Officer, and Ms. Srividya Damodaran,
Company Secretary are the Key Managerial
Personnel of your Company in accordance with
the provisions of Sections 2(51) and 203 of the
Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

Policy on directors'' appointment and remuneration
and other details

Remuneration policy in the Company is designed
to create a high-performance culture. It enables
the Company to attract, retain and motivate
employees to achieve results. The Company pays
remuneration by way of salary, benefits, perquisites
and allowances to its Managing Director and the
Executive Director. Currently, the sitting fees
payable to the non-executive directors is Rs.60,000
per meeting of the Board and Rs. 25,000 per
meeting of committees of the Board attended by
them. The Nomination and Remuneration Policy for
the Members of Board and Executive Management
can be accessed on the Company''s website at the
link: https://www.kselimited.com/investors/policies.

Evaluation of Board, Committees and Individual
Directors

The Company has devised a Policy for performance
evaluation of Independent and other directors,
Board as a whole and Committees thereof which
include criteria for performance evaluation of
the executive and non-executive directors. The
Policy for evaluation of performance of the Board
of Directors can be accessed on the Company''s
website at the link: https://www.kselimited.com/
investors/policies.

In terms of provisions of the Companies Act, 2013
read with Rules issued thereunder and as per SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors have
evaluated the effectiveness of the Board during
the financial year ended 31st March, 2025. The
evaluation was based on questionnaire and feedback
from all the Directors on the Board as a whole,
Committees and self-evaluation. Directors, who
were designated, held separate discussions with
each of the Directors of the Company and obtained
their feedback on overall Board effectiveness as
well as each of the other Directors. The evaluation of
the Directors was based on various aspects which,
inter alia, included the level of participation in the
Board Meetings, understanding of their roles and
responsibilities, business of the Company along
with the environment and effectiveness of their
contribution.

A separate meeting of the independent directors
was convened, which reviewed the performance
of the Board (as a whole), the non-independent
directors and the Chairman.

Internal financial control systems and their adequacy
Adequate internal financial controls are in place
with reference to the financial statements. Internal
financial control systems of the Company have
been designed to provide reasonable assurance
with regard to recording and providing reliable
financial and operational information, complying
with applicable Accounting Standards. Such
controls were tested annually and during the year
no reportable material weakness in the design or

operation were observed. The details in respect
of internal financial control and their adequacy
are included in the Management Discussion and
Analysis, which forms part of this report.

Risk Management

Your Company recognizes that risk is an integral
part of business and is committed to managing
the risks in a proactive and efficient manner. Your
Company periodically assesses risks in the internal
and external environment, along with the cost of
treating risks and incorporates risk treatment plans
in its strategy, business and operational plans.
The Board members are informed about the risk
assessment and minimization procedures. The
Board is responsible for framing, implementing
and monitoring the risk management plan for the
company. The Company manages, monitors and
reports on the principal risks and uncertainties
that can impact its ability to achieve its strategic
objectives. The Company''s management systems,
organizational structures, processes, standards,
code of conduct and behaviours together govern the
business of the Company and manage associated
risks.

There are no risks which in the opinion of the Board
threaten the existence of your Company. However,
some of the risks which may pose challenges are
set out in the Management Discussion and Analysis
which forms part of this Report.

Vigil Mechanism

Your Company believes in the conduct of the affairs
of its constituents in a fair and transparent manner
by adopting highest standards of professionalism,
honesty, integrity and ethical behaviour. The
Company is committed to develop a culture where
it is safe for all employees to raise concerns about
any poor or unacceptable practice and any event
of misconduct. Accordingly, the Board of Directors
have formulated a Whistle Blower Policy which
is in compliance with the provisions of Section
177 (10) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The policy provides for a

framework and process whereby concerns can
be raised by its employees against any kind of
discrimination, harassment, victimization or any
other unfair practice being adopted against them.
More details on the vigil mechanism and the Whistle
Blower Policy of your Company have been outlined
in the Corporate Governance Report which forms
part of this report. The "KSEL Whistle Blower
Policy and Vigil Mechanism” can be accessed on
the Company''s website at the link : https://www.
kselimited.com/investors/policies.

During the year under review, the Company received
a whistleblower complaint under its Vigil Mechanism
framework. The Audit Committee reviewed the
complaint in accordance with the established
procedures and has undertaken appropriate action,
including the initiation of an internal investigation.
The matter is being dealt with as per Company
policy and applicable regulatory guidelines. No
material impact on the financials or operations of
the Company has been noted as of the date of this
report.

Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act,
2013, the Directors confirm that:

a. in the preparation of the annual accounts
for the financial year ended 31st March,
2025, the applicable accounting standards
and Schedule III of the Companies Act,
2013, have been followed and there are no
material departures from the same;

b. 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 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 for

safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities;

d. the annual accounts have been prepared on
a ''going concern'' basis;

e. proper internal financial controls laid down
by the Directors were followed by the
Company and that such internal financial
controls are adequate and were 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.

Corporate Governance

Corporate Governance Report, Management
Discussion and Analysis Report and Certificate
from Auditors on Corporate Governance have been
furnished separately and form part of this report.
The disclosures made in these reports may be
considered as compliance of various disclosures
prescribed under the Companies Act, 2013 and
Rules made thereunder.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR)
Committee has been formed in conformity with
Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility
Policy) Rules, 2014. The composition, terms of
reference and attendance details of the CSR
Committee are incorporated in the Corporate
Governance Report. The Annual Report on CSR
activities for the year ended 31st March, 2025 is
given separately as "Annexure A”, forming part of
this Report.

Public Deposits

Your Company is accepting deposits as per the
provisions of Sections 73 and 76 of the Companies
Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014. The details

relating to such deposits as provided under Rule 8 of
the Companies (Accounts) Rules, 2014 are provided
in "Annexure B”.

The Company is not accepting any other deposits
which are not in compliance with the requirements
of Chapter V of the Companies Act, 2013.

Particulars of loans, guarantees and Investments

The particulars of loans, guarantees and
investments have been disclosed in the financial
statements.

Transactions with related parties

All contracts/arrangements/transactions entered by
the Company during the financial year with related
parties were in the ordinary course of business
and on an arm''s length basis. During the year,
the Company had not entered into any contract/
arrangement/ transaction with related parties which
could be considered material in accordance with
the policy of the Company on materiality of related
party transactions. None of the transactions with
related parties falls under the scope of Section
188(1) of the Companies Act, 2013 (the "Act”).
Full disclosure of related party transactions as
per Accounting Standard Ind AS 24 issued by the
Ministry of Corporate Affairs is given under Note No.
34.24 of Notes to the Annual Accounts.

The policy and procedures on related party
transaction as approved by the Board may be
accessed on the Company''s website at the link:
https://www.kselimited.com/investors/policies.
Information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014
are given in "Annexure C” in Form AOC-2 and the
same forms part of this report.

Annual return

Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return as on 31st March,
2025 is available on the website of the Company at
https://www.kselimited.com/investors.

Statutory Auditors

M/s. Sridhar & Co. (ICAI Firm Registration No.
003978S) were appointed as the Statutory Auditors
of the Company at the 56th Annual General Meeting,
for a term of five years from the conclusion of the
56th AGM until the conclusion of the 61st AGM,
covering audits for the financial years 2020-21
to 2024-25. Their current term concludes at the
upcoming 61st Annual General Meeting to be held
in 2025.

Based on the recommendation of the Audit
Committee, the Board of Directors has proposed
the re-appointment of M/s. Sridhar & Co. as the
Statutory Auditors of the Company for a second
term of five consecutive years, from the conclusion
of the 61st AGM until the conclusion of the 66th
AGM, for the audit of financial statements for the
financial years 2025-26 to 2029-30.

M/s. Sridhar & Co. have consented to their
re-appointment and confirmed that their
re-appointment, if made, would be in accordance
with the provisions of Section 139 and other
applicable provisions of the Companies Act,
2013, and rules made thereunder. They have also
confirmed that they continue to satisfy the criteria
provided under Section 141 of the Act.

The Board recommends the passing of the Ordinary
Resolution for their appointment.

Cost Auditors

With the prior approval of Central Government, M/s.
BBS & Associates, Cost Accountants, Ernakulam
(Firm registration number 000273) have been
appointed as Cost Auditors for the financial year
2024-25 and they will be submitting their Cost Audit
Report within the time limit stipulated. The Board of
Directors of the Company, on the recommendations
made by the Audit Committee, has reappointed, M/s.
BBS & Associates, Cost Accountants, Ernakulam
(Firm registration number 000273) as the Cost
Auditor of the Company to conduct the audit of
cost records for the financial year 2025- 2026.
The Remuneration proposed to be paid to the Cost
Auditor, subject to ratification by shareholders of

the Company at the ensuing 61st Annual General
Meeting, has been fixed at Rs. 2,25,000 plus GST
and out of pocket expenses. The Company has
received consent from M/s. BBS & Associates, Cost
Accountants, Ernakulam, Cost Accountants, to act
as the Cost Auditor for conducting audit of the cost
records for the financial year 2025-26, along with
certificate confirming their independence and arm''s
length relationship.

Secretarial Audit

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 in accordance with
Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
your Company appointed M/s. BVR & Associates
Company Secretaries LLP (Firm Registration No.
AAE-7079), Practicing Company Secretaries, to
conduct the Secretarial Audit of the Company for
the financial year ended 31st March 2025. The
Secretarial Audit Report is annexed to this Report
as Annexure D. The Report does not contain any
qualification, reservation, or adverse remark.

Further, in compliance with the SEBI (LODR) (Second
Amendment) Regulations, 2023, the Company has
appointed M/s. CaesarPintoJohn & Associates LLP,
Company Secretaries as Secretarial Auditors of the
Company for a continuous period of five financial
years, commencing from 1st April 2025 to 31st
March 2030.

Cost Records

The Company is required to maintain cost records
as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act,
2013, for certain areas of its operations (Edible Oil
and Power Generation) and accordingly accounts
and records required to get true and fair view of
the cost of production of products, cost of sales,
margin and other information relating to products
under reference, are made and maintained by the
Company.

Disclosure as per Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013

The Company has zero tolerance for sexual
harassment at workplace. The company has
complied with the 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 financial year 2024-25, the
Company has not received any complaint on sexual
harassment and no complaint remains pending as of
31st March, 2025. The details relating to the number
of complaints received and disposed of during the
financial year 2024-2025 are as under:

g. Number of complaints filed during the
financial year: Nil

h. Number of complaints disposed of during
the financial year: Nil

i. Number of complaints pending as on end of
the financial year: Nil

Disclosure relating to Remuneration of Directors,
Key Managerial Personnel and particulars of
employees

The information required under Section 197 of the
Companies Act, 2013 and rules made there-under, in
respect of employees of the Company, is provided in
"Annexure E" forming part of this report. None of the
employees are in receipt of remuneration in excess
of the limits specified under clause (2) of Rule 5 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Energy Conservation, Technology Absorption and
Foreign Exchange Earnings and Outgo

The particulars as prescribed under Rule 8(3) of the
Companies (Accounts) Rules, 2014, are set out in
"Annexure F" to this Report.

Capital Expenditure

The construction of warehouses on 6.38 acres of

land allotted by VOC Port, Tuticorin, Tamil Nadu,
with a capital outlay of ?1,039.00 lakhs, has
been completed and capitalized during the year.
During the year, Kerala Industrial Infrastructure
Development Corporation (KINFRA) issued an
allotment confirmation for the Ice Cream Facility
located at their Infra Park in Kakkachery, Calicut.
Accordingly, the purchase of the facility for
?395.00 lakhs has been capitalized. Additionally,
the Company has commissioned a 120 KVA Solar
Power Grid at its Dairy Facility in Konikkara, Kerala,
at a cost of ?47.30 lakhs. Further, Blast Freezers
have been installed at the Ice Cream facilities in
Vedagiri and Konikkara, Kerala, at a total cost of
?125.14 lakhs.

The Company has also commenced construction of
a 30,000 sq. ft. warehouse at its Cattle Feed Facility
in Irinjalakuda, Kerala, with an estimated capital
outlay of ?200.00 lakhs.

Details of application made or any proceeding
pending under the insolvency and bankruptcy
code, 2016 during the year along with their status
as at the end of the financial year:

During the year under review and till date of this
Report, the Company has neither made any
application against anyone nor any proceedings
were pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

Details of difference between the 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 Company has credit facility with bankers and
neither principle or interest has been defaulted in
any time during the financial year 2024-25 and
hence there is no application being ever made
for One Time Settlement (OTS) with any banks or
financial institution.

Compliance with the maternity benefit act, 1961

The Company has complied with the provisions

of the Maternity Benefit Act, 1961, including
all applicable amendments and rules framed
thereunder. The Company is committed to ensuring
a safe, inclusive, and supportive workplace for
women employees. All eligible women employees
are provided with maternity benefits as prescribed
under the Maternity Benefit Act, 1961, including paid
maternity leave, nursing breaks, and protection from
dismissal during maternity leave.

The Company also ensures that no discrimination
is made in recruitment or service conditions on the
grounds of maternity. Necessary internal systems
and HR policies are in place to uphold the spirit and
letter of the legislation.

Other Disclosures

No disclosure is made in respect of the following
items as there were no events during the year calling
for reporting on these items:

1. There was no issue of equity shares with
differential rights as to dividend, voting or
otherwise.

2. There was no issue of shares (including sweat
equity shares and ESOP) to employees of the
Company under any scheme.

3. Your Company does not have any subsidiary,
associate, joint venture company or holding

company and disclosures required in that
respect were not dealt with.

4. No significant or material orders were
passed by the Regulators or Courts or
Tribunals which impact the going concern.
status and Company''s operations in future.

5. No frauds have been reported by auditors to the
Audit Committee or Board under Sub-section
(12) of Section 143 of the Companies Act, 2013.

6. There are no material changes or commitments
affecting the financial position of the Company
which have occurred between the end of the
financial year under report and the date of this
report.

Acknowledgement

The Board of Directors places on record its
sincere appreciation for the continued support
and co-operation received from all stakeholders,
including the shareholders, bankers—especially
ICICI Bank, Registrars and Share Transfer Agents,
customers, distributors, and suppliers. The Board
also expresses its deep appreciation for the
dedicated and committed services rendered by
the executives, staff, and workers of the Company,
whose contributions have been instrumental in the
Company''s performance and progress during the
year.

By Order of the
Board For KSE Limited

Sd/-

Mr. Tom Jose

Place: Irinjalakuda (DIN : 01971467)

Date: 27^th May, 2025 Chairman

---

Mar 31, 2024

The Directors are pleased to present the 60^th Annual Report and the audited accounts for the financial year ended 31^st March 2024.

FINANCIAL HIGHLIGHTS

	Year ended 31.03.2024 Rs. Lakhs	Year ended 31.03.2023 Rs. Lakhs
Revenue from Operations	1,68,348.62	1,60,988.36
Earnings Before Taxes, Finance Costs, Depreciation and Amortization	3,590.51	226.33
labs : Finance Costs	283.19	207.91
Less : Depreciation and Amortisation expense	473.60	435.52
Profit Before Exceptional Item and Tax	2,833.72	(417.10)
Exceptional Item	409.54	(118.47)
Profit Before Tax	2,424.18	(298.63)
Less : Tax Expense	663.27	(60.49)
Profit After Tax	17,60.91	(238.14)
Other Comprehensive Income (net of tax)	(42.27)	5.30
Total Comprehensive Income	1,718.64	(232.84)
Opening balance in Retained Earnings	5,686.77	6,559.61
AMOUNT AVAILABLE FOR APPROPRIATION	7,405.41	6,326.77
Dividend distributed during the year	640.00	640.00
Transfer to General Reserve	640.00	-
Closing Balance in Retained Earnings	6125.41	5,686.77

DIVIDEND

Your Directors recommend a final dividend of 300 % (Rs. 30.00 per share of Rs. 10 each) for the year ended 31^st March, 2024 that will be paid out of the profits of the Company for the year ended 31st March, 2024, absorbing a total amount of Rs.9.60 crores. The dividend income will be taxable in the hands of shareholders and income-tax at source will be deducted by the Company from the dividend being paid to the shareholders at the prescribed rates.

The final dividend of Rs. 30 per equity share of Rs. 10 each as recommended by the Board of Directors of the Company at their meeting held on 17^th May, 2024, if approved at the ensuing annual general meeting, will be paid to those shareholders, whose names appear in the Company''s register of members as on

3^rd September, 2024. In respect of equity shares held in dematerialised form, the dividend will be paid to those beneficial owners of the equity shares as at the end of business hours on 27^th August 2024 as per the details furnished by the depositories for this purpose.”

The dividend payout for the year 2023-2024 has been decided in accordance with the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met out of internal cash accruals.

UNPAID DIVIDEND

Pursuant to Section 124 and 125 of the Companies Act, 2013, the Company has transferred the unpaid or unclaimed dividend up to and including for the financial year 2015-2016 on respective due dates to the Investor Education and Protection Fund administered by the Central Government.

As per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of the Unclaimed Dividends as on 31st March, 2023 relating to the financial years from 2015-2016, on the website of the IEPF (www.iepf.gov.in) and on the website of the Company atwww.kselimited.com.

TRANSFER TO RESERVES

The Company proposes to transfer 640.0 lakhs to the General Reserve out of the amount available for appropriations and an amount of Rs.6125.41 lakhs is proposed to be retained as Surplus.

OPERATING RESULTS AND BUSINESS OPERATIONS

The Company has reported a profit of Rs. 17.19 crores after adjustment for taxes in the year 202324 compared to loss of Rs. 2.33 crores in the previous year. During the year ended 31^st March, 2024, the Revenue from Operations registered an increase of 4.6 % to Rs. 1683 crores from Rs. 1610 crores in the previous year. The profit for the year 2023-24 is after providing for the exceptional item of R.s 409.54 Lakhs for the year ended 31.03.2024 which is net of the exceptional loss of Rs. 413.80 Lakhs, pertaining to the damage of raw materials due to floods in Tamil Nadu (Rs.409.70 Lakhs based on provisional assessment) and transit damage (Rs. 4.10 Lakhs) and the exceptional income of Rs. 4.26 Lakhs (corresponding figure for the year ended 31.03.2023 Rs. 118.47) on account of receipt of insurance claim received in part against the claim lodged during the financial year 2021-22. The company has lodged claims with the insurance company and the settlement from the insurance company is yet to be received. However, the management is confident of recovering the loss from the insurance company in full. The Earnings Per Share reported is Rs. 55.03 per share compared to negative earnings of Rs. (7.44) in the previous year 2022-23.

In the year 2023-24, the average raw material cost of feed for first two quarters has gone up by 5.0 % over that of previous year. In year 2023-24, the average selling price of feed has increased by around 9.6% compared to that of previous year as a result of increase in feed price three time during last financial year in order to avoid loss. The cattle feed division faced multiple profitability headwinds

during the first two quarters which was predominantly due to material price inflation. However, the company has made various measures to keep the material price increase intact which has resulted in profit of 40.4 Crores compared to previous year profit of Rs. 7.91 crores.

In the cake processing division, the scarcity of local copra cakes continues for the current year as well. We had to continue to depend mainly on the imported copra cake for our processing which was also was its highest during first two quarters of the financial year 2023-24. The year-to-year annual average rate of consumption of cake has not varied much. The purchase rate of copra cake was on the higher side in previous year itself around Rs. 29,671 per ton, which has gone up to the level of Rs. 32,857 per ton, during first quarter of FY 202324. At the same time, the average realisation for coconut oil is Rs. 1.13 lakhs per ton during the year 2023-24, whereas the same was Rs. 1.19 Lakhs, Rs. 1.47 lakhs and Rs. 1.54 lakhs per ton respectively for years 2022-23, 2021-22 and 2020-21. In March, 2021 the coconut oil price was around Rs. 1.90 lakhs per ton which came down to the level of Rs. 1.15 lakhs per ton in March, 2023 and the company has witnessed lowest selling price of Rs.1,03,000 during FY 2023-24. Due to the steep fall in the price of refined coconut oil during the year 2022-23 & 2023-24, the turnover of cake processing division has reduced by 11.94% and 6.96% respectively.

There was no margin on the milk division since the procurement of milk in Tamil Nadu is ruling very high and the selling price of milk in Kerala is still lower and there has not been any increase in selling price of milk during FY 2023-24. As such, we had incurred loss of Rs. 121 lakhs in the milk division compared to Rs. 104 lakhs in the previous year. The relaunch of Vesta ice cream is underway, with a continuing huge advertisement budget, after the covid spell, to re-establish the market share and also to reach the market across Kerala. We have improved the markets with premium

varieties and are pushing ahead to capture more market share. We have also made price revision of ice cream which has resulted in additional recovery in contribution margin. We have also on boarded a well know celebrity as brand ambassador which has helped the brand reach across Kerala Region. Since we are trying to expand our reach to the market for ice cream, we are appointing new dealers in fresh markets. On such appointments of new dealers, we are offering freezer subsidy, which is also chargeable to the cost of ice cream. Dairy division as a whole reported a loss of Rs. 342.19 lakhs in year 2023-24 against the previous year loss of Rs. 641.64 lakhs.

The company during previous year had engaged a reputed agency to review the report on various operation of the company and to formulate strategies. During FY 2023-24 the agency has submitted a detailed finding and suggestions for improvement. The findings and suggestions are under discussion for implementation.

More information relating to the operations of the Company has been furnished in the Management Discussion and Analysis Report attached to and forming part of this Report as provided by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AWARDS AND RECOGNITIONS

The Company has won the SEA Award constituted by Solvent Extractors'' Association of India for highest processor of coconut oil cake for the year 2022-2023. This Award is being received by the Company for the past 33 years consecutively since the inception of the award.

NUMBER OF MEETINGS OF THE BOARD

Ten meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Dr. Jose Paul Thaliyath (DIN 01773031), Mrs. Nina Paul (DIN: 08576074), Mr. Jose John (DIN: 01797056) and Mr. Paul Jose (DIN: 01616504) are the Independent Directors of the Company. The Independent Directors of the Company are not liable for retirement by rotation, as provided in Section 149 of the Companies Act, 2013. In accordance with Section 149 (7) of the Companies Act, 2013, the Company has received declarations from all the independent directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the above five independent directors of the Company had enrolled with Indian Institute of Corporate Affairs'' (IICA) within the prescribed period and had cleared the online proficiency selfassessment test as provided by Companies (Appointment and Qualification) Rules, 2019. In the opinion of the Board of Directors, the independent directors have relevant proficiency, expertise, and experience.

In accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Listing Regulations and the Articles of Association of the Company, the Independent Directors, the Managing Director and Executive Director of the Company are not liable to retire by rotation.

Mr. Verghese CV (DIN: 00779894), Independent Director has informed the Board that he does not wish to continue on the Board as an Independent Director for the second term. The Company has received notice in writing under Section 160 of the Companies Act, 2013 from a member signifying the intention to propose Mr. K. Hari Kumar (DIN: 00388466) for appointment as an Independent Director of the Company. He is a senior business leader, with a successful track record of corporate

turnaround having more than 20 years'' experience in the Board level. He has more than 42 years'' experience in the Indian Chemical Industry and has deep insight into organic, Inorganic chemicals, petrochemicals, pharmaceuticals, speciality chemicals and agrochemicals industry in India. Mr. K. Hari Kumar (DIN: 00388466), has been proposed to appointed as an Independent Director of the Company to hold office for a period of five consecutive years from 25^th September, 2024 to 24^th September, 2029.

In the opinion of the Board Mr. K. Hari Kumar fulfils the conditions for his appointment as an Independent Directors as specified in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are independent of the management. The Board, based on the performance evaluation and as per the recommendation of the Nomination and Remuneration Committee, considers that, given their background and experience and contributions made by them during their tenure, their association with the Company would be beneficial to the Company and it is desirable to avail his services as Independent Director.

Mr. P.D. Anto (DIN : 00106965), and Mrs. Marykutty Varghese (DIN : 07307987) will retire by rotation at the ensuing annual general meeting, in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, and being eligible, offer themselves for reappointment. Mr. P. D. Anto is attaining the age of 75 during FY 2024-25, hence, his appointment is subject to approval by shareholders by special resolution.

Ms. Simi Davis (DIN 09752318), Director, who retires by rotation at the ensuing Annual General Meeting (AGM) has expressed her unwillingness to be re-appointed.

The Board has decided to fill up the vacancy of directorship of Ms. Simi Davis (DIN 09752318) on

her retirement as Director as on 3^rd September, 2024, by appointing Mr. Shaji Puthenpurayil Jacob (DIN 10647012) as Director of the Company and an ordinary resolution has been moved in the ensuing annual general meeting for his appointment as a director. The Company has received a notice u/s 160 of the Companies Act, 2013 from a Member of the Company signifying his intention to propose the candidature of Mr. Shaji Puthenpurayil Jacob for the office of the Director of the Company.

Mr. Sankaranarayanan R, Chief Financial Officer retired from the service on 22nd June 2023 and Mr. Senthil Kumar Nallamuthu, assumed the role of Chief Financial Officer w.e.f. 23rd June 2023.

Mr. M.P. Jackson (DIN 01889504), Managing Director, Mr. Paul Francis (DIN 00382797), Executive Director, Mr. Senthil Kumar Nallamuthu, Chief Financial Officer, and Ms. Srividya Damodaran, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Remuneration policy in the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Managing Director and the Executive Director. Currently, the sitting fees payable to the non-executive directors is Rs. 25,000 per meeting of the Board and Rs. 20,000 per meeting of committees of the Board attended by them. The Nomination and Remuneration Policy for the Members of Board and Executive Management can be accessed on the Company''s website at the link: https://www.kselimited.com/investors/policies

EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has devised a Policy for performance evaluation of Independent and other directors, Board as a whole and Committees thereof which include criteria for performance evaluation of the executive and non-executive directors. The Policy for evaluation of performance of the Board of Directors can be accessed on the Company''s website at the link: https://www.kselimited.com/investors/policies

In terms of provisions of the Companies Act, 2013 read with Rules issued thereunder and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have evaluated the effectiveness of the Board during the financial year ended 31^st March, 2024. The evaluation was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the environment and effectiveness of their contribution.

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman.

VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company is committed to develop

a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report. The "KSEL Whistle Blower Policy and Vigil Mechanism” can be accessed on the Company''s website at the link :

https://www.kselimited.com/investors/policies.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors 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, have been followed and there are no material departures from the same;

b. 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, 2024 and of the profit of the Company for the financial year ended 31st March, 2024;

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 for safeguarding the assets of the Company and for preventing and

detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ''going concern'' basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were 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.

CORPORATE GOVERNANCE

Corporate Governance Report, Management Discussion and Analysis Report and Certificate from Auditors on Corporate Governance have been furnished separately and form part of this report. The disclosures made in these reports may be considered as compliance of various disclosures prescribed under the Companies Act, 2013 and Rules made thereunder.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee has been formed in conformity with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition, terms of reference and attendance details of the CSR Committee are incorporated in the Corporate Governance Report. The Annual Report on CSR activities for the year ended 31^st March, 2024 is given separately as "Annexure A”, forming part of this Report.

PUBLIC DEPOSITS

Your Company is accepting deposits as per the provisions of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. The details

relating to such deposits as provided under Rule 8 of the Companies (Accounts) Rules, 2014 are provided in "Annexure B”.

The Company is not accepting any other deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

TRANSACTIONS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013 (the "Act”). Full disclosure of related party transactions as per Accounting Standard Ind AS 24 issued by the Ministry of Corporate Affairs is given under Note No. 35.24 of Notes to the Annual Accounts.

The policy and procedures on related party transaction as approved by the Board may be accessed on the Company''s website at the link: https://www.kselimited.com/investors/policies. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure C” in Form AOC-2 and the same forms part of this report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2024 is available on the website of the

Company at

https://www.kselimited.com/investors. STATUTORY AUDITORS

M/s. Sridhar & Co. (ICAI Firm Registration No. 003978S) have been appointed as the statutory auditors of the company at the 56th Annual General Meeting from the conclusion of 56th Annual General Meeting until the conclusion of the 61st annual general meeting of the Company to be held in the year 2025, for the audit of accounts relating to the years ending 31st March, 2021 to 31st March, 2025.

The Auditor''s Report for the financial year 20232024 on the financial statements of the Company is part of this Annual Report. The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31st March, 2024.

COST AUDITORS

With the prior approval of Central Government, M/s. A. R. Narayanan & Co. (Firm registration number 101421) have been appointed as Cost Auditors for the financial year 2023-24 and they will be submitting their Cost Audit Report within the time limit stipulated. The Board of Directors of the Company, on the recommendations made by the Audit Committee, has appointed , M/s. BBS & Associates, Cost Accountants, Ernakulam (Firm registration number 000273) as the Cost Auditor of the Company to conduct the audit of cost records for the financial year 2024-2025. The Remuneration proposed to be paid to the Cost Auditor, subject to ratification by shareholders of the Company at the ensuing 60th Annual General Meeting, has been fixed at Rs. 2,25,000 plus GST

and out of pocket expenses. The Company has received consent from M/s. BBS & Associates, Cost Accountants, Ernakulam, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2024-25, along with certificate confirming their independence and arm''s length relationship.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. BVR & Associates Company Secretaries LLP (Firm Regn. AAE-7079), Practicing Company Secretaries to conduct the Secretarial Audit of your Company for the financial year ended 31st March, 2024. The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith as "Annexure D” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST RECORDS

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, for certain areas of its operations (Edible Oil and Power Generation) and accordingly accounts and records required to get true and fair view of the cost of production of products, cost of sales, margin and other information relating to products under reference, are made and maintained by the Company.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace. The company has complied with the 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 financial year 2022-23, the Company has not received any complaint on sexual harassment and no complaint remains pending as of 31^st March, 2024.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 and rules made there-under, in respect of employees of the Company, is provided in "Annexure E” forming part of this report. None of the employees are in receipt of remuneration in excess of the limits specified under clause (2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in "Annexure F” to this Report.

CAPITAL EXPENDITURE

The company has completed installation 5.5 TPH Boiler costing 4.13 Crores at Koratty Solvent Extraction Facility and started functionig. The construction of warehouses, with an estimated capital outlay of around Rs. 1000.00 lakhs, in the 6.38 acres of land allotted near the port by the VOC Port, Tuticorin is nearing completion. Construction of additional storage facility near Irinjalakuda Unit, costing around Rs. 130.00 lakhs has been completed. The company has capitalised fire extinguisher at Irinjalakuda after obtaining necessary approval from Fire Department.

OTHER DISCLOSURES

No disclosure is made in respect of the following

items as there were no events during the year calling for reporting on these items:

1. There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

2. There was no issue of shares (including sweat equity shares and ESOP) to employees of the Company under any scheme.

3. Your Company does not have any subsidiary, associate, joint venture company or holding company and disclosures required in that respect were not dealt with.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern. status and Company''s operations in future.

5. No frauds have been reported by auditors to the Audit Committee or Board under Sub-section (12) of Section 143 of the Companies Act, 2013.

6. There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year under report and the date of this report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from shareholders, bankers, especially ICICI Bank, Registrars and Share Transfer Agents, customers, distributors and suppliers. Board also acknowledge the valuable committed services of the executives, staff and workers of the Company.

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Mar 31, 2018

The Directors are pleased to present the 54^th Annual Report and the audited accounts for the financial year ended 31^st March 2018.

Financial Highlights

	Year ended 31.03.2018	Year ended 31.03.2017
	Rs. in lakhs	Rs. in lakhs
Revenue from Operations	1,30,417.33	1,04,724.53
Earnings Before Taxes, Finance Costs, Depreciation and Amortization	11,337.22	3,118.00
Less : Finance Costs	119.91	201.53
Less : Depreciation and Amortisation expense	352.27	328.06
Profit Before Exceptional Item and Tax	10,865.04	2,588.41
Exceptional Item	-	-
Profit Before Tax	10,865.04	2,588.41
Less : Tax Expense	3,902.33	952.39
Profit After Tax	6,962.71	1,636.02
Other Comprehensive Income (net of tax)	(88.40)	(88.64)
Total Comprehensive Income	6,874.31	1,547.38
Opening balance in Retained Earnings	2,141.87	1,564.78
AMOUNT AVAILABLE FOR APPROPRIATION	9,016.18	3,112.16
Dividend distributed during the year - Final	960.00	640.00
Dividend Distribution Tax on above	195.43	130.29
Transfer to General Reserve	2,500.00	200.00
Closing Balance in Retained Earnings	5,360.75	2,141.87

Dividend

Your Directors recommend a dividend of 600 % (Rs. 60.00 per share of Rs.10 each) for the year ended 31^st March, 2018, out of the profits of the Company for the year ended 31^st March, 2018, absorbing a total amount of Rs.23,14,66,164 (including dividend distribution tax and cess thereon). The dividend of Rs.60 per equity share of Rs.10 each as recommended by the Board of Directors of the Company at their meeting held on 30^th May, 2018, if approved at the ensuing annual general meeting, will be paid to those shareholders, whose names appear in the Company’s register of members as on 31^st August, 2018. In respect of equity shares held in dematerialised form, the dividend will be paid to those beneficial owners of the equity shares as at the end of business hours on 24^th August, 2018 as per the details furnished by the depositories for this purpose.”

The dividend payout for the year 2017-18 has been decided in accordance with the Company’s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met out of internal cash accruals.

Unpaid Dividend

Pursuant to Section 124 and 125 of Companies Act, 2013, the Company has transferred the unpaid or unclaimed dividend up to and including for the financial year 2009-10 on due date to the Investor Education and Protection Fund administered by the Central Government.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed dividends lying with the Company as on August 31, 2017 (date of last Annual General Meeting) on the website of the Company (http://www.kselimited.com/investordetails.aspx), as also on the website of the Ministry of Corporate Affairs.

We give below a table providing the dates of declaration of Dividend since 2010-11 and the corresponding dates when unclaimed dividends are due to be transferred to the Central Government.

Financial Year	Date of Declaration of Dividend	Last date for claiming unpaid dividend	Unclaimed amount as on 31st March 2018	Due date for Transfer to Investor Education and Protection Fund
2010-11 (Final Dividend)	28 July, 2011	27 July, 2018	4,42,900	27 August, 2018
2011-12 (Final Dividend)	31 July, 2012	30 July, 2019	5,56,006	30 August, 2019
2012-13 (Final Dividend)	31 July, 2013	30 July, 2020	5,45,370	30 August, 2020
2013-14 (Final Dividend)	25 September, 2014	24 September, 2021	13,52,480	24 October, 2021
2014-15 (Interim Dividend)	12 February, 2015	11 February, 2022	6,50,600	14 March, 2022
2014-15 (Interim Dividend)	25 March, 2015	24 March, 2022	11,97,240	24 April, 2022
2014-15 (Final Dividend)	19 September, 2015	18 September, 2022	11,11,520	19 October, 2022
2015-16 (Final Dividend)	31 August, 2016	30 August, 2023	14,16,500	30 September, 2023
2016-17 (Final Dividend)	31 August, 2017	30 August, 2024	22,00,350	30 September, 2024

Transfer to Reserves

The Company proposes to transfer Rs.2500 lakhs to the General Reserve out of amount available for appropriations and an amount of Rs.5,360.75 lakhs is proposed to be retained as Surplus.

Operating Results and Business Operations

During the year ended 31^st March, 2018, the Revenue from Operations for the year 2017-18 improved by 24.50 % to Rs.1304 crores from Rs.1047 crores. The over-all profit after tax improved to Rs.69.63 crores in year 2017-18 compared to Rs.16.36 crores in the previous year.

The year 2017-18 was the most favourable year in the history of the Company. All the factors controlling the margins of the Company was in favour of the Company for most part of the year. The cost of ingredients for the animal feed has declined considerably, compared to that in previous year, and remained steady for the major part of the year. The selling price of feed was reduced to ease the difficulty of the farmers, but still the feed division could generate Rs.66.64 crores as divisional profit compared to previous year figure of Rs.10.74 crores. The sales volume of feed also increased by 14.60 % on an year to year basis, from 4.65 lakhs tons to 5.33 lakhs tons.

In the cake processing division, the availability of local copra cake was highly limited as the yield of coconut has been highly affected in Kerala as well as in Tamil Nadu. Copra cake price went upto Rs.29,500 per ton in January, 2018 in tune with the increase in the coconut oil price. We had to mainly depend on imports, as local arrivals were limited and we catered about 50% of our requirement from imports. The imported copra cake was cheaper throughout the year, compared to local cake. But the quality of imported cake is relatively inferior against the quality of local cake. The market price of coconut oil during 2017-18 gradually increased from around '' 120/kg. in the year beginning and went up to above Rs.190/kg. in January, 2018 and then eased at around Rs.180/kg. level. Along with the increase in the sales volume of animal feed, the quantity of cake processed in year 2017-18 also improved by 4.80 % from 92,273 tons in the previous year to 96,709 tons in the year under report. Thus, the cake processing division reported a profit of Rs.38.84 crores for the year 2017 -18 compared to a profit of Rs.15.81 crores in the previous year.

The volume of sales of ice cream also improved by 7.20 % to 1217 kl. in 2017-18 compared to 1135 kl. in the previous year, by effective marketing, even though the margins on ice cream were under strain. The sustained margin in milk sales helped to improve the profit of Dairy division to Rs.197.51 lakhs compared to previous year profit of Rs.83.07 lakhs. We are taking all efforts to improve the production and sale volume of ice cream.

In February, 2017 the Government of Kerala had revised the price of milk by 10 %. This has increased the purchasing power of our customers, who are rearing cattle, and in turn the cattle population in Kerala has increased as the industry became profitable. There is a slight tendency for the prices of raw materials to increase, even though the same remains more or less steady. We are having sustained demand for our cattle feed and are hopeful of suitable correction of selling price in tune with ingredient prices.

We do not expect further reduction in the cost of cattle feed ingredients in the immediate future. We firmly believe that the sales volume of cattle feed will further improve in the current financial year. With this expectation, we have added one more outsourced production facility at Kanjikode for meeting the increased demand of feed. One more feed plant is envisaged in Karnataka for meeting future demand and explore the Karnataka market. We expect to maintain our performance in Animal feed division, by optimising the feed formulation and making suitable adjustments in the selling prices to match the ingredient prices.

In the current year 2018-19 the availability of local copra cake is limited, though the price has eased a little bit due to reduced demand from other competitors. As such, we have to supplement with imported copra cake for meeting our requirements. The imports of copra cake is at present available in sufficient quantity at reasonable price. As such, we do not expect any shortage of supply of copra cake. The market price of coconut oil is around '' 180/kg. at present, which is encouraging. However, entry of coconut oils mixed with spurious cheaper oils may destroy the market for genuine coconut oil. The Government of Kerala is taking strict measures to stop such spurious oils entering the market. If the price of coconut oil continues at this level, we will be able to better our margins on cake processing and we can present in year 2018-19 a better performance in Cake Processing Division.

We are taking all steps to widen the market for ice cream by appointing new dealers in untapped areas to improve the volume of sales and thereby utilise more of the unused production capacity. We expect to improve the volume of sale of ice cream and thereby better the margins of Dairy division.

More information relating to the operations of the Company has been furnished in the Management Discussion and Analysis Report attached to and forming part of this Report as provided by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Awards and Recognitions

The Company has won the SEA Award constituted by Solvent Extractors’ Association of India for highest processor of coconut oil cake for the year 2016-17. This Award is being received by the Company for the past 27 years consecutively since the inception of the award.

Number of meetings of the Board

Twelve meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

Directors and Key Managerial Personnel

After the last year Board’s Report, quite a few changes has happened in the Board of Directors. Mr. M.C. Paul retired as Managing Director on 22^nd October, 2017 on completion of his term of appointment. His resignation from the Board was also accepted on 23^rd October, 2017. Mr. M.C. Paul later passed away on 13^th February, 2018.The resignation of Mr. John Francis from the Board was accepted on 23^rd October, 2018. Mr. M.P Jackson and Mr. Paul Francis joined the Board as Additional Directors in the Board meeting held on 14^th November, 2017.

In the Board Meeting held on 14^th November, 2017, Mr. A.P. George, who was Executive Director of the Company, was elevated as Managing Director of the Company for the remaining period of his appointment upto 30^th September, 2018, subject to approval of shareholders at general meeting. Later, Mr. M.P Jackson was appointed in the Board Meeting held on 12^th February, 2018, as Executive Director of the Company, subject to approval of the shareholders at general meeting.

On 19^th April, 2018 Dr. K.C. Vijayaraghavan, a member of the Board from year 1990 suddenly passed away. In the Board meeting held on 30^th May, 2018 the resignation of Mr. T. R. Raghulal from the Board was accepted. In place of Dr. K.C. Vijayaraghavan, we are recommending the shareholders to appoint Dr. Pyarelal K.C. as a Director. In place of Mr. Raghulal T.R., the Board recommends to the shareholders to appoint Ms. Danesa Raghulal as a Director.

In accordance with Section 196, 197 and other applicable provisions of the Companies Act, 2013, three resolutions, seeking approval of the shareholders, on the following matters, have been incorporated in the Notice convening the forthcoming annual general meeting:

1. for the elevation and remuneration of the then Executive Director, Mr. A.P George, as Managing Director of the Company, with effect from 14^th November, 2017 and upto 30^th September, 2018, the date of expiry of his current term of appointment.

2. for the reappointment and remuneration of Mr. A.P George as Managing Director of the Company, for a period of three years from 1^st October, 2018, since his current term of appointment expires on 30^th September 2018.

3. for the appointment and remuneration of Mr. M.P Jackson as Executive Director of the Company, for a period of three years, with effect from 12^th February, 2018.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. PD. Anto and Mrs. Marykutty Varghese will retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for re-appointment.

In accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Listing Regulations and the Articles of Association of the Company, the Independent Directors, the Managing Director and Executive Director of the Company are not liable to retire by rotation.

The period of appointment of Mr. M.P Jackson and Mr. Paul Francis as Additional Directors of the Company will expire on the date of ensuing Annual General Meeting and they are eligible for reappointment as Directors. In accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, the Board of Directors recommend for the appointment of Mr. M.P Jackson, Mr. Paul Francis, Dr. Pyarelal and Ms. Danesa Raghulal as Directors of the Company.

Dr. Jose Paul Thaliyath, Mr. Joseph Xavier, Mrs. Sathi A. Menon and Mr. Paul John were appointed as Independent Directors of the Company and they hold that office for a fixed term of five years up to 25.09.2019 and are not liable for retirement by rotation, as provided in Section 149 of the Companies Act, 2013. In accordance with Section 149 (7) of the Companies Act, 2013, the Company has received declarations from all the independent directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. A.P George, Managing Director, Mr. M.P Jackson, Executive Director and Mr. R. Sankaranarayanan, Chief Financial Officer and Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Condolences

As mentioned above Mr. M.C. Paul, who was Managing Director of the Company up to 22^nd October, 2017, has later passed away on 13^th February, 2018. Mr. M.C. Paul was one of the Founder Director of the Company. He had, after putting in meritorious services to the Company as Whole-time Director and then as Executive Director, became the Managing Director of the Company. He served as Managing Director of the Company for a long innings for about 23 years. Under his able management, the activities of the Company have grown manifold both segmentally and geographically. We, the members of the Board, wish to place on record our profound grief and deep sense of sorrow at the sad demise of Shri M.C. Paul.

Dr. K.C. Vijayaraghavan, a member of the Board from year 1990, suddenly passed away on 19^th April, 2018. He was closely associated with KSE Limited for about 28 years as Director of this Company, as member of Audit Committee from 28-09-2002 to 13-11-2017, as Chairman of CSR Committee from 06-10-2014 till his death. His active participation in the discussions and his learned and valuable advices have contributed much to the progress of the Company. We, the members of the Board, wish to place on record our profound grief and deep sense of sorrow at the sad demise of Dr. K.C. Vijayaraghavan.

Policy on directors’ appointment and remuneration and other details

Remuneration policy in the Company is designed to create a high performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Managing Director and the Executive Director. During the year 2017-18, the sitting fees payable to the non-executive directors has been enhanced with effect from 1^st February, 2018 from '' 12,000 to '' 15,000 per meeting of the Board and from '' 7,000 to '' 10,000 per meeting of committees of the Board attended by them. The Nomination and Remuneration Policy for the Members of Board and Executive Management is attached to this report as “Annexure A” which forms part of the Board’s Report.

Evaluation of Board, Committees and Individual Directors

The Company has devised a Policy for performance evaluation of Independent and other directors, Board as a whole and Committees thereof which include criteria for performance evaluation of the executive and non-executive directors. The Policy for evaluation of performance of the Board of Directors are attached to this report as “Annexure B” which forms part of the Board’s Report.

In terms of provisions of the Companies Act, 2013 read with Rules issued thereunder and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have evaluated the effectiveness of the Board during the financial year ended 31^st March, 2018. The evaluation was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the environment and effectiveness of their contribution.

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman.

Internal financial control systems and their adequacy

Adequate internal financial controls are in place with reference to the financial statements. Internal financial control systems of the Company have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable Accounting Standards. Such controls were tested annually and during the year no reportable material weakness in the design or operation were observed. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms part of this report.

Risk Management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Board members are informed about the risk assessment and minimization procedures. The Board is responsible for framing, implementing and monitoring the risk management plan for the company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company’s management systems, organizational structures, processes, standards, code of conduct and behaviours together govern the business of the Company and manage associated risks.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

Vigil Mechanism

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report. The “KSEL Whistle Blower Policy and Vigil Mechanism” can be accessed on the Company’s website at the link : http://kselimited.com/whistleblower.aspx.

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) 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 31^st March, 2018 and of the profit of the Company for the financial year ended 31^st March, 2018;

(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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ‘going concern’ basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were 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.

Corporate Governance

Corporate Governance Report, Management Discussion and Analysis Report and Certificate from Auditors on Corporate Governance have been furnished separately and form part of this report. The disclosures made in these reports may be considered as compliance of various disclosures prescribed under the Companies Act, 2013 and Rules made thereunder.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee has been formed in conformity with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition, terms of reference and attendance details of the CSR Committee are incorporated in the Corporate Governance Report. The Annual Report on CSR activities for the year ended 31^st March, 2018 is given separately as “Annexure C”, forming part of this Report.

Public Deposits

Your Company is accepting deposits as per the provisions of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. The details relating to such deposits as provided under Rule 8 of the Companies (Accounts) Rules, 2014 are provided in “Annexure D”.

The Company is not accepting any other deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

Particulars of loans, guarantees and Investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Transactions with related parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Full disclosure of related party transactions as per Accounting Standard Ind AS 24 issued by the Institute of Chartered Accountants of India is given under Note No. 33.10 of Notes to the Annual Accounts.

The policy and procedures on related party transaction as approved by the Board may be accessed on the Company’s website at the link: http://kselimited.com/transactionpolicy.aspx. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in “Annexure E” in Form AOC-2 and the same forms part of this report.

Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return is given in “Annexure F” in the prescribed Form MGT-9, which forms part of this report.

Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, in the 53^rd Annual General Meeting (AGM) held on 31^st August, 2017, M/s. S. S. AYYAR & Co., Chartered Accountants (ICAI Firm Registration No. 050012S) were appointed as statutory auditors of the Company, in place of retiring auditors M/s. Varma & Varma, Chartered Accountants (ICAI Firm Registration No. 004532 S), to hold office from the conclusion of the 53^rd AGM until the conclusion of the 58^th AGM to be held in the year 2022. M/s. S. S. AYYAR & Co., (ICAI Firm Registration No. 050012S) has confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder.

The Auditors’ Report for the financial year 2017-18 on the financial statements of the Company is part of this Annual Report. The Auditors’ Report for the year ended 31^st March, 2018 does not contain any qualification, reservation or adverse remark.

Cost Auditors

With the prior approval of Central Government, M/s. A. R. Narayanan & Co., Cost Accountants, Ernakulam (firm registration number 101421) have been appointed as Cost Auditors for the financial year 2017-18 and they will be submitting their Cost Audit Report within the time limit stipulated. The Board of Directors of the Company, on the recommendations made by the Audit Committee, has appointed M/s. A. R. Narayanan & Co., Cost Accountants, Ernakulam (firm registration number 101421) as the Cost Auditor of the Company to conduct the audit of cost records for the financial year 2018-19. The Remuneration proposed to be paid to the Cost Auditor, subject to ratification by shareholders of the Company at the ensuing 54^th Annual General Meeting, has been fixed at Rs.2,00,000 excluding taxes and out of pocket expenses. The Company has received consent from M/s. A. R. Narayanan & Co., Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2018-19, along with certificate confirming their independence and arm’s length relationship.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed CS. Sathish V., Practicing Company Secretary to conduct the Secretarial Audit of your Company for the financial year ended 31^st March, 2018. The Secretarial Audit Report for the financial year ended 31^st March, 2018 is annexed herewith as “Annexure G” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace. During the financial year 2017-18, the Company has not received any complaints on sexual harassment and no complaints remain pending as of 31^st March, 2018.

Disclosure relating to Remuneration of Directors, Key Managerial Personnel and particulars of employees

The information required under Section 197 of the Companies Act, 2013 and rules made there-under, in respect of employees of the Company, is provided in “Annexure H” forming part of this report. None of the employees are in receipt of remuneration in excess of the limits specified under clause (2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in “Annexure I” to this Report.

Capital Expenditure

A memorandum of understanding has been arrived at to purchase land and buildings of an existing industrial unit at Nanjangud near Mysore, which if materialised, will likely to be used for production of cattle feed and thus cater to the northern districts of Kerala and also expand the market for our feed in Karnataka.

Other Disclosures

No disclosure is made in respect of the following items as there were no events during the year calling for reporting on these items:

1. There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

2. There was no issue of shares (including sweat equity shares and ESOP) to employees of the Company under any scheme.

3. Your Company do not have any subsidiary, associate, joint venture company or holding company and disclosures required in that respect were not dealt with.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

5. No frauds have been reported by auditors to the Audit Committee or Board under Sub-section (12) of Section 143 of the Companies Act, 2013.

6. There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year under report and the date of this report.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from shareholders, bankers, especially ICICI Bank, Registrars and Share Transfer Agents, customers, distributors and suppliers. Board also acknowledge the valuable committed services of the executives, staff and workers of the Company.

By Order of the Board

Sd/-

Irinjalakuda Dr. Jose Paul Thaliyath

May 30, 2018 (DIN : 01773031)

Chairman

---

Mar 31, 2016

The Directors are pleased to present the 52^nd Annual Report and the audited accounts for the financial year ended 31^st March 2016 Financial Highlights

		Year ended 31.03.2016 Rs.in lakhs		Year ended 31.03.2015 Rs.in lakhs
Profit before Finance costs, Depreciation and
amortization expenses and Tax expenses			1,784.30		6,173.90
Less : Finance costs		131.34		194.49
Depreciation and amortization expenses		426.88	558.22	636.19	830.68
Profit before exceptional items and tax			1,226.08		5,343.22
Add : Exceptional item - Profit on sale of landed property at Mysore			—		1,045.71
Profit before tax			1,226.08		6,388.93
Less : Tax expenses			468.01		2,025.52
Profit after tax for the current year			758.07		4,363.41
Add : Opening balance of Surplus			962.68		339.70
	Sub-Total		1,720.75		4,703.11
Less : Appropriations
Transition Adjustment relating to fixed assets	—			118.20
Transfer to General Reserve	100.00			1,700.00
Interim Equity dividend	—			960.00
Proposed dividend	640.00			640.00
Dividend distribution tax	130.29		870.29	322.23	3,740.43
Closing balance of Surplus			850.46		962.68

Dividend

Your Directors recommend a dividend of 200 % (Rs.20.00 per share of Rs.10 each) for the year ended 31^st March, 2016, out of the profits of the Company for the year ended 31st March, 2016 and also from the accumulated profits as on that date as allowed by Rule 3 of the Companies (Declaration and Payment of Dividend) Rules, 2014, absorbing a total amount of Rs.7,70,28,894 (including dividend distribution tax and cess thereon). The dividend of Rs.20 per equity share of Rs.10 each as recommended by the Board of Directors of the Company at their meeting held on 30^th May, 2016, if approved at the ensuing annual general meeting, will be paid to those shareholders, whose names appear in the Company’s register of members as on 31^st August, 2016. In respect of equity shares held in dematerialized form, the dividend will be paid to those beneficial owners of the equity shares as at the end of business hours on 24^th August, 2016 as per the details furnished by the depositories for this purpose.”

The dividend payout for the year 2015-16 has been decided in accordance with the Company’s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met out of internal cash accruals.

Unpaid Dividend

Pursuant to Section 124 and 125 of Companies Act, 2013, the Company has transferred the unpaid or unclaimed dividend up to and including for the financial year 2007-08 on due date to the Investor Education and Protection Fund administered by the Central Government.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed dividends lying with the Company as on September 19, 2015 (date of last Annual General Meeting) on the website of the Company (http://www.kselimited.com/investordetails.aspx), as also on the website of the Ministry of Corporate Affairs.

We give below a table providing the dates of declaration of Dividend since 2008-09 and the corresponding dates when unclaimed dividends are due to be transferred to the Central Government.

Financial Year	Date of Declaration of Dividend	Last date for claiming unpaid dividend	Unclaimed amount as on 31st March 2016	Due date for Transfer to Investor Education and Protection Fund
2008-09 (Final Dividend)	27 August, 2009	26 August, 2016	384600	26 September, 2016
2009-10 (Final Dividend)	29 July, 2010	28 July, 2017	621690	28 August, 2017
2010-11 (Final Dividend)	28 July, 2011	27 July, 2018	639330	27 August, 2018
2011-12 (Final Dividend)	31 July, 2012	30 July, 2019	798446	30 August, 2019
2012-13 (Final Dividend)	31 July, 2013	30 July, 2020	757970	30 August, 2020
2013-14 (Final Dividend)	25 September, 2014	24 September, 2021	1863680	25 October, 2021
2014-15 (Interim Dividend)	12 February, 2015	11 February, 2022	910400	14 March, 2022
2014-15 (Interim Dividend)	25 March, 2015	24 March, 2022	1731040	24 April, 2022
2014-15 (Final Dividend)	19 September, 2015	18 September, 2022	1879720	19 October, 2022

Transfer to Reserves

The Company proposes to transfer Rs.100 lakhs to the General Reserve out of amount available for appropriations and an amount of Rs.850.46 lakhs is proposed to be retained as Surplus.

Operating Results and Business Operations

The over-all profit after tax is Rs.758.07 lakhs in year 2015-16 compared to Rs.4,363.41 lakhs in the previous year. The profit for the year 2014-15 include profit on sale of landed property at Mysore amounting to Rs.1045.71 lakhs. The turnover of the Company improved by 2.78 % from Rs.900 crores to Rs.925 crores during the year ended 31^st March, 2016.

As stated in our earlier Report, year 2014-15 was extremely favourable for the Company in all fronts. The cost of ingredients for the animal feed was steady throughout that year and there was no call for disturbing the selling prices of the feed and this in turn helped to improve the sales volume of animal feed in that year. In year 2014-15, the coconut oil price was ruling above Rs.120 per kg. and for a few months, it was between Rs.145 and Rs.150 a kg. The purchase cost of copra cake was also very reasonable, as the availability was very good in that year. The scenario has totally changed in year 2015-16 and we have to struggle hard to keep the Company out of red.

In the animal feed division the price of all major ingredients shot up in year 2015-16 by over 20% and we had to make correction in our selling prices of feed at short intervals. We could retain the gain in sales volume of around 10% in the previous year and could add another 2 % increase in the volume of feed sales in year 2015-16. Obviously, for the reasons narrated above, our margin in the Animal feed division thinned down to Rs.212.63 lakhs in year 2015-16 compared to a bountiful profit of Rs.2,580.57 lakhs in the previous year.

In the cake processing division the copra cake was available at steady rates, as we partially depended on imports, and thus could reduce the heat in the market generated by excessive demand. However, there was steady downfall in the selling price of coconut oil after June, 2015, and it crashed below Rs.100 a kg. and then remained around Rs.75 a kg. for the balance period of the year. We could improve the volume of cake processed by 27 % from 68,500 tons in the previous year to 87,400 tons in the year under report. Thus, the cake processing division reported a profit of Rs.951.86 lakhs for the year 2015 -16 compared to a profit of Rs.2,956.03 lakhs in the previous year.

In the Dairy division the volume of sale of ice cream registered a dip from 1088 kl. in the previous year to 973 kl. as a result of considered decision to cut short the sale of cheaper varieties of ice cream, wherein the margin is almost nil. The difference in procurement price of milk in Tamil Nadu and the selling price of milk in Kerala helped us to generate profits in Dairy division. Dairy division reported a profit of Rs.161.68 lakhs compared to previous year figure of Rs.19.98 lakhs.

Since April, 2016, the ingredient prices are going up. We are having sustained demand for our cattle feed and are hopeful of suitable correction of selling price in tune with ingredient prices. We do not expect further reduction in the cost of cattle feed ingredients in the immediate future. We firmly believe that the sales volume of cattle feed will further improve in the current financial year. We expect to maintain our performance in Animal feed division, by optimizing the feed formulation and making suitable adjustments in the selling prices to match the ingredient prices.

In the current year 2016-17 arrival of local copra cake has improved and it is available in sufficient quantity at reasonable price. The price of Indonesian and Philippine copra cake has firmed up and at this point of time we cannot rely on imports. However, we do not expect any shortage of supply of copra cake. The market price of coconut oil is around Rs.75/kg. at present. If the price of coconut oil continues at this level, our margins on cake processing will be very thin and this may affect our performance in Cake Processing Division.

We are taking all steps to widen the market for ice cream by appointing new dealers in untapped areas to improve the volume of sales and thereby utilize more of the unused production capacity. We expect to improve the volume of sale of ice cream and thereby better the margins of Dairy division.

More information relating to the operations of the Company has been furnished in the Management Discussion and Analysis Report attached to and forming part of this Report as provided by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Awards and Recognitions

The Company has won the SEA Award constituted by Solvent Extractors’ Association of India for highest processor of coconut oil cake for the year 2014-15. This Award is being received by the Company for the past 25 years consecutively since the inception of the award.

Number of meetings of the Board

Twelve meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

Condolence

We, the Members of the Board, wish to place on record our profound grief and deep sense of sorrow at the sad demise of Shri PK. Varghese, Executive Director on 12^th July, 2015, who was in the Board as a Director since 29^th December, 1970.

We also record our appreciation on the exemplary and selfless service rendered by him for the growth and development of the Company, during his tenor as a Director and then as an Executive Director.

Directors and Key Managerial Personnel

Consequent to the death of Mr. PK. Varghese on 12^th July, 2015, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, in their meeting held on 22^nd September, 2015, appointed Mr. A.P George, who is a director in the Board from the formation of the Company, as Executive Director with effect from 1^st October, 2015. In accordance with Section 196 and other applicable provisions of the Companies Act, 2013, Resolution seeking approval of the shareholders for the appointment of Mr. A.P. George as Executive Director of the Company, has been incorporated in the Notice convening the forthcoming annual general meeting of the Company.

In the vacancy arising out of the sudden death of Mr. PK. Varghese, Mrs. Marykutty Varghese was appointed as Additional Director with effect from 1st October, 2015, in the category of Non-Executive - Non-Independent Director. In accordance with Section 161 of the Companies Act, 2013, Mrs. Marykutty Varghese hold office up to the date of the forthcoming Annual General Meeting and being eligible offer her candidature for appointment as Director. Your approval for her appointment as Director in the category of Non-Executive -Non-Independent Director has been sought in the Notice convening the ensuing Annual General Meeting of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. PD. Anto and Dr. K.C. Vijayaraghavan will retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for re-appointment.

Dr. Jose Paul Thaliyath, Mr. Joseph Xavier, Mrs. Sathi A. Menon and Mr. Paul John were appointed as Independent Directors of the Company and they hold that office for a fixed term of five years up to 25.09.2019 and are not liable for retirement by rotation, as provided in Section 149 of the Companies Act, 2013. In accordance with Section 149 (7) of the Companies Act, 2013, the Company has received declarations from all the independent directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. M.C. Paul, Managing Director, Mr. A.P George, Executive Director and Mr. R. Sankaranarayanan, Chief Financial Officer and Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Policy on directors’ appointment and remuneration and other details

Remuneration policy in the Company is designed to create a high performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Managing Director and the Executive Director. During the year 2015-16, the Company paid sitting fees to its non-executive directors at Rs.10,000 per meeting of the Board and Rs.5,000 per meeting of committees of the Board attended by them. The Nomination and Remuneration Policy for the Members of Board and Executive Management is attached to this report as “Annexure A” which forms part of the Board’s Report.

Evaluation of Board, Committees and Individual Directors

The Company has devised a Policy for performance evaluation of Independent and other directors, Board as a whole and Committees thereof which include criteria for performance evaluation of the executive and non-executive directors. The Policy for evaluation of performance of the Board of Directors are attached to this report as “Annexure B” which forms part of the Board’s Report.

In terms of provisions of the Companies Act, 2013 read with Rules issued there under and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have evaluated the effectiveness of the Board during the financial year ended 31^st March, 2016. The evaluation was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the environment and effectiveness of their contribution.

A separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman.

Internal financial control systems and their adequacy

The Company has in place adequate internal financial controls with reference to the financial statements. Such controls were tested annually and during the year no reportable material weakness in the design or operation were observed. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms part of this report.

Risk Management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Board members are informed about the risk assessment and minimization procedures. The Board is responsible for framing, implementing and monitoring the risk management plan for the company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company’s management systems, organizational structures, processes, standards, code of conduct and behaviours together govern the business of the Company and manage associated risks.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

Vigil Mechanism

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report. The “KSEL Whistle Blower Policy and Vigil Mechanism” can be accessed on the Company’s website at the link : http://kselimited.com/whistleblower.aspx.

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2016, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) 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 31^st March, 2016 and of the profit of the Company for the financial year ended 31^st March, 2016;

(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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ‘going concern’ basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were 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.

Corporate Governance

Corporate Governance Report, Management Discussion and Analysis Report and Certificate from Auditors on Corporate Governance have been furnished separately and form part of this report. The disclosures made in these reports may be considered as compliance of various disclosures prescribed under the Companies Act, 2013 and Rules made there under.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee has been formed in conformity with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition, terms of reference and attendance details of the CSR Committee are incorporated in the Corporate Governance Report. The Annual Report on CSR activities for the year ended 31^st March, 2016 is given separately as “Annexure C”, forming part of this Report.

Public Deposits

Your Company is accepting deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. The details relating to such deposits as provided under Rule 8 of the Companies (Accounts) Rules, 2014 are provided in “Annexure D”.

The Company is not accepting any other deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

Particulars of loans, guarantees and Investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Transactions with related parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Full disclosure of related party transactions as per Accounting Standard 18 issued by the Institute of Chartered Accountants of India is given under Note No. 29.9 of Notes to the Annual Accounts.

The policy and procedures on related party transaction as approved by the Board may be accessed on the Company’s website at the link: http://kselimited.com/transactionpolicy.aspx. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in “Annexure E” in Form AOC-2 and the same forms part of this report.

Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return is given in “Annexure F” in the prescribed Form MGT-9, which forms part of this report.

Statutory Auditors

M/s. Varma & Varma, Chartered Accountants have been appointed as Auditors of the Company in the annual general meeting held on 25^th September, 2014 for a period of three years till the conclusion of 53^rd annual general meeting to be held in financial year 2017, subject to ratification of their appointment at every annual general meeting. The Auditors’ Report for the financial year 2015-16, does not contain any qualification, reservation or adverse remark.

Cost Auditors

With the prior approval of Central Government, M/s. A. R. Narayanan & Co., Cost Accountants, Ernakulam have been appointed as Cost Auditors for the financial year 2015-16 and they will be submitting their Cost Audit Report within the time limit stipulated.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed CS. Sathish V., Practicing Company Secretary to conduct the Secretarial Audit of your Company for the financial year ended 31^st March, 2016. The Secretarial Audit Report for the financial year ended 31^st March, 2016 is annexed herewith as “Annexure G” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace. During the financial year 2015-16, the Company has not received any complaints on sexual harassment and no complaints remain pending as of 31^st March, 2016.

Disclosure relating to Remuneration of Directors, Key Managerial Personnel and particulars of employees

The information required under section 197 of the Act and rules made there-under, in respect of employees of the Company, is provided in “Annexure H” forming part of this report. None of the employees are in receipt of remuneration in excess of the limits specified under clause (2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in “Annexure I” to this Report.

Other Disclosures

No disclosure is made in respect of the following items as there were no events during the year calling for reporting on these items:

1. There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

2. There was no issue of shares (including sweat equity shares and ESOP) to employees of the Company under any scheme.

3. Your Company do not have any subsidiary, associate, joint venture company or holding company and disclosures required in that respect were not dealt with.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

5. No frauds have been reported by auditors to the Audit Committee or Board under sub-section (12) of section 143 of the Companies Act, 2013.

6. There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year under report and the date of this report.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from shareholders, bankers, especially ICICI Bank, Registrars and Share Transfer Agents, customers, distributors and suppliers. Board also acknowledge the valuable committed services of the executives, staff and workers of the Company.

By Order of the Board

Sd/-

Irinjalakuda Dr. Jose Paul Thaliyath

May 30, 2016 (DIN : 01773031)

Chairman

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Mar 31, 2014

Dear members,

The Directors are pleased to present the 50th Annual Report and the audited accounts for the financial year ended 31st March 2014.

Financial Highlights (Rs.in lakhs) For the year For the year ended 31.03.2014 ended 31.03.2013

Profit before Finance costs, Depreciation and amortisation expenses and Tax expenses 2,956.30 1,401.84

Less : Finance Costs 236.66 313.65

Depreciation and amortisation expenses 375.77 422.10

Tax expenses 806.51 1,418.94 200.79 936.54

Profit after tax for the current year 1,537.36 465.30

Opening balance of Surplus 251.11 260.19

1,788.47 725.49

Appropriations:

Transfer to General Reserve 700.00 100.00

Dividend 640.00 320.00

Dividend distribution tax 108.77 1,448.77 54.38 474.38

Closing balance of Surplus 339.70 251.11

Dividend

To celebrate the Golden Jubilee of the Company and also considering the profits for the current year, your Directors recommend a dividend of 200 % (Rs. 20.00 per share of Rs. 10 each) for the year ended 31st March, 2014 which, if approved at the ensuing annual general meeting, will be paid to those members whose names appear in the Register of Members of the Company as on 25.09.2014. In respect of shares held in dematerialised form, the dividend will be paid on the basis of beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours as on 09.09.2014.

Operations

The over-all profit after tax is Rs. 1537.36 lakhs in year 2013-14 compared to Rs. 465.30 lakhs in the previous year. The turnover of the Company improved by 16 % from Rs. 697 crores to Rs. 806 crores during the year ended 31st March, 2014.

During the second half of 2013-14, large numbers of cattle were affected by wide spread disease which resulted in a drop of aggregate demand for cattle feed in Kerala and Tamil Nadu. This in turn had an impact on our expected volume of growth in sales. However, we could maintain the previous year volume through excellent quality of the product and effective after sales service. Cattle feed sales volume improved marginally from 3.99 lakhs tonnes to 4.01 lakhs tonnes in the same period. There was abnormal increase in the price of raw materials for cattle feed in the first half of the year and we had managed to avoid loss during that period by revising the selling price of feed suitably. In the second half of the year the ingredient prices had eased and we could generate good margins. The Animal feed division generated a profit of Rs. 1701.50 lakhs against Rs. 882.03 lakhs in the previous year.

The volume of cake processing had decreased from 73,000 tonnes in the previous year to 64,000 tonnes in the year under report. The copra cake was not available in sufficient quantity and we could not fall back on imports due to lack of price parity. However, the increase in the market price of coconut oil helped us to improve the profitability of cake processing division. The cake processing division reported in year 2012-13 a loss of Rs. 46.88 lakhs and this year we reported a profit of Rs. 784.44 lakhs in that Division.

In the Dairy division, the volume of sale of ice cream improved to 1123 kl. against 967 kl. in the previous year, registering a growth of 14 %. The profit of Dairy division for the year 2013-14 is Rs. 159.69 lakhs, which was at Rs. 163.96 lakhs in the previous year. There was an advantage for us on the difference in milk procurement price in Kerala and Tamil Nadu. Off late the gap between the two price has narrowed to almost nil and this may affect the profitability of the Dairy division as a whole in year 2014-15 unless there is upward correction in the selling price of milk.

After the downward trend, the ingredient prices is going up in the current year. We are having good demand for our cattle feed and are hopeful of suitable correction of selling price in tune with ingredient prices. We do not expect further reduction in the cost of cattle feed ingredients in the immediate future. We firmly believe that the sales volume of cattle feed will further improve in the current financial year. We expect to better our performance in Animal feed division, by optimising the feed formulation and making suitable adjustments in the selling prices to match the ingredient prices.

Since there is shortage in the availability of copra cake locally, we have made arrangements for import of copra cake to adjust the shortage of local supply. The market price of coconut oil is above Rs. 150/kg. The price of coconut oil, if continues on the higher side, will improve our margins and we are hopeful of a better performance of Cake Processing Division.

We are taking all steps to improve the market for ice cream by appointing new dealers in untapped areas to improve the volume of sales and thereby utilise more of the unused production capacity. We expect to improve the volume of sale of ice cream and thereby better the margins of Dairy division in the current year.

More information relating to the operations of the Company has been furnished in the Management Discussion and Analysis Report, as per Clause 49 of the Listing Agreement.

Awards and Recognitions

The Company has won the SEA Award constituted by Solvent Extractors'' Association of India for highest processor of coconut oil cake for the year 2012-13. This Award is being received by the Company for the past 23 years consecutively since the inception of the award.

Directors

Shri. K.C. Vijayaraghavan, Shri PD. Anto and Shri John Francis K. will retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for re-appointment. The Board commend the appointment of Shri K.P John, Shri Jose Paul Thaliyath and Shri Joseph Xavier, the existing independent directors of the Company, as per Section 149 of Companies Act, 2013.

Board also commend the appointment of Mrs. Sathi A. Menon, a practicing chartered accountant, as Independent Director of the Company. With her appointment in the Board, the requirement of a woman director in the Board as per Section 149 of Companies Act, 2013 will also be complied with.

Directors'' Responsibility

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors 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) accounting policies have been selected and applied 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 that year.

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the annual accounts have been prepared on a going concern basis.

Corporate Governance

Corporate Governance Report, Management Discussion and Analysis Report and Certificate from Auditors on Corporate Governance have been furnished separately and form part of this report.

Auditors

M/s. Varma & Varma, Chartered Accountants will retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

With the prior approval of Central Government, M/s. A. R. Narayanan & Co., Cost Accountants, Ernakulam have been appointed as Cost Auditors for the financial year 2013-14 and they will be submitting their Cost Audit Report with in the time limit stipulated.

Disclosure of Particulars

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure ''A'' forming part of this report.

Particulars of employees

As there are no employees who are drawing the specified remuneration, particulars of employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from shareholders, bankers, especially ICICI Bank, Registrars and Share Transfer Agents, customers, distributors and suppliers. Board also acknowledge the valuable committed services of the executives, staff and workers of the Company.

By Order of the Board

Sd/- Irinjalakuda M.C. Raul May 29, 2014 Chairman and Managing Director

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Mar 31, 2013

The Directors are pleased to present the 49th Annual Report and the audited accounts for the financial year ended 31st March 2013.

Financial Highlights (Rs. in lakhs)

For the year For the year ended 31.03.2013 ended 31.03.2012

Profit before Finance costs, Depreciation and amortisation expenses and Tax expenses 1,401.84 2,291.78

Less : Finance Costs 313.65 245.27

Depreciation and amortisation expenses 422.10 459.47

Tax expenses 200.79 936.54 542.11 246.85

Profit after tax for the current year 465.30 1,044.93

Opening balance of Surplus 260.19 224.36

725.49 1,269.29

Appropriations:

Transfer to General reserve 100.00 600.00

Dividend 320.00 352.00

Dividend distribution tax 474.38 1,009.10

Closing balance of Surplus 251.11 260.19

Dividend

Considering the profits for the current year, your Directors recommend a dividend of 100 % (Rs. 10.00 per share of Rs. 10 each) for the year ended 31st March, 2013 which, if approved at the ensuing annual general meeting, will be paid to those members whose names appear in the Register of Members of the Company as on 31.07.2013. In respect of shares held in dematerialised form, the dividend will be paid on the basis of beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours as on 23.07.2013.

Operations

The turnover of the Company improved by 29 % from Rs. 542 crores to Rs. 697 crores during the year ended 31st March, 2013. Cattle feed sales volume improved by 9 % from 3.66 lakhs tonnes to 3.99 lakhs tonnes in the same period. Unprecedented increase in the price of raw materials for cattle feed had affected the performance of the Animal feed division. That division was under loss till the third quarter. In the last quarter, the ingredient prices stabilised and then the Division could cover up the loss incurred during the first three quarters and earn profit for the year under report. The Animal feed division generated a profit of Rs. 882.03 lakhs against Rs. 1445.52 lakhs in the previous year.

The volume of cake processing improved from 73,000 tonnes in the previous year to 77,000 tonnes in the year under report. However, due to the low price for coconut oil and high cost for copra cake, the performance of cake processing division was seriously affected. The cake processing division had reported a loss of Rs. 46.88 lakhs compared to a profit of Rs. 283.99 lakhs during the year 2011-12. In the Dairy division, the volume of sale of ice cream improved to 960 kl. against 865 kl. in the previous year, registering a growth of 11 %. The profit of Dairy division for the year 2012-13 is Rs. 163.96 lakhs, which was at Rs. 96.95 lakhs in the previous year. The over-all profit after tax is Rs. 465.30 lakhs in year 2012-13 compared to Rs. 1,044.93 lakhs in the previous year.

After the downward trend in the ingredient prices in the last quarter of year 2012-13, the prices are going up again. We do not expect further reduction in the cost of cattle feed ingredients in the immediate future. We have adjusted the selling prices of feed, to match the increase in ingredient prices. We firmly believe that the sales volume of cattle feed will further improve in the current financial year. We expect to better our performance in Animal feed division, by optimising the feed formulation and making suitable adjustments in the selling prices to match the ingredient prices.

At present we are getting sufficient quantity of local copra cake at reasonable price. If sufficient quantity of copra cake is available in the market at reasonable rates and fetches a better realisation for coconut oil in the current year, we can better the performance of Cake Processing Division.

We are taking all steps to improve the market for ice cream. We are appointing new dealers in untapped areas to improve the volume of sales and thereby utilise more of the unused production capacity. We expect to improve the volume of sale of ice cream and thereby better the margins of Dairy division in the current year.

More information relating to the operations of the Company has been furnished in the Management Discussion and Analysis Report, as per Clause 49 of the Listing Agreement.

Capital Expenditure

For the future development and expansion of Irinjalakuda Unit, around 72 Ares of land adjacent to Irinjalakuda Unit has been purchased with a total capital outlay of Rs. 5.60 crores. In Palakkad Unit facilities for manufacture of cattle feed in pellet form has been set up by investing around Rs. 70 lakhs. We have entered into a third party arrangement for production of cattle feed in Trivandrum to cater the nearby markets and the production has started.

Awards and Recognitions

The Company has won the SEA Award constituted by Solvent Extractors'' Association of India for highest processor of coconut oil cake for the year 2011-12. This Award is being received by the Company for the past 22 years consecutively since the inception of the award.

Directors

Shri. A.P. George, Shri Jose Paul Thaliyath and Shri Joseph Xavier will retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for re-appointment.

Directors'' Responsibility

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors 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) accounting policies have been selected and applied 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 that year.

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the annual accounts have been prepared on a going concern basis.

Corporate Governance

Corporate Governance Report, Management Discussion and Analysis Report and Certificate from Auditors on Corporate Governance have been furnished separately and form part of this report.

Auditors

M/s. Varma & Varma, Chartered Accountants will retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

With the prior approval of Central Government, M/s. A. R. Narayanan & Co., Cost Accountants, Ernakulam have been appointed as Cost Auditors for the financial year 2012-13 and they will be submitting their Cost Audit Report with in the time limit stipulated.

Disclosure of Particulars

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure ''A'' forming part of this report.

Particulars of employees

As there are no employees who are drawing the specified remuneration, particulars of employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from shareholders, bankers, especially ICICI Bank, Registrars and Share Transfer Agents, customers, distributors and suppliers. Board also acknowledge the valuable committed services of the executives, staff and workers of the Company.

By Order of the Board

Sd/-

Irinjalakuda M.C. Paul

May 29, 2013 Chairman and Managing Director

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Mar 31, 2012

The Directors are pleased to present the 48th Annual Report and the audited accounts for the financial year ended 31st March 2012.

Financial Highlights (Rs in lakhs)

For the year For the year ended 31.03.2012 ended 31.03.2011

Profit before Finance costs, Depreciation and amortisation expenses and Tax expenses 2,387.83 1,446.98

Less : Finance Costs 341.32 323.82

Depreciation and amortisation expenses 459.47 455.85

Tax expenses 542.11 1,342,90 217.50 997.17

Profit after tax for the current year 1,044.93 449.81

Opening balance of Surplus 224.36 246.46

1,269.29 696.27

Appropriations:

Transfer to General reserve 600.00 100.00

Dividend 352.00 320.00

Corporate Dividend tax 57.10 1009.10 51.91 471.91

Closing balance of Surplus 260.19 224.36

Dividend

Considering the profits for the current year, your Directors recommend a dividend of 110% (Rs 11.00 per share of Rs 10 each) for the year ended 31st March, 2012 which, if approved at the ensuing annual general meeting, will be paid to those members whose names appear in the Register of Members of the Company as on 31.07.2012. In respect of shares held in dematerialised form, the dividend will be paid on the basis of beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours as on 23.07.2012.

Operations

The turnover of the Company improved from Rs 454 crores to Rs 542 crores during the year ended 31st March, 2012, thus registering an increase of 19 % over that of previous year. Cattle feed sales volume improved from 3.20 lakhs tonnes to 3.66 lakhs tonnes by recording a growth of 14 %. The Animal feed division generated a profit of Rs 1533.88 lakhs against Rs 397.73 lakhs in the previous year. The volume of cake processing improved from 62,000 tonnes in the previous year to 73,000 tonnes in the year under report. However, as a result of fall in the price of coconut oil by around 40 % at a time when we had around 10,000 tonnes of imported copra cake on hand, the profit of cake processing division experienced a fall in profit from Rs 481.30 lakhs in the previous year to Rs 291.64 lakhs during the year 2011-12. In the Dairy division, the volume of sale of ice cream remained more or less at the same levels that of previous year at 865 kl. The profit of Dairy division for the year 2011-12 is Rs 96.99 lakhs, which was at Rs 145.03 lakhs in the previous year. The over-all profit after tax thereby improved from Rs 449.81 lakhs in year 2010-11 to Rs 1,044.93 lakhs in the year under report.

As a result of increase in railway freight and introduction of service tax on railway freight in March, 2012, the prices of major ingredients have gone up by around Rs 750 per tonne. We do not expect a significant fall in the cost of cattle feed ingredients in the immediate future. We have adjusted the selling prices of feed, to match the increase in ingredient prices. We firmly believe that the sales volume of cattle feed will further improve in the current financial year. We expect to better our performance in Animal feed division, by optimising the feed formulation and making suitable adjustments in the selling prices along with the ingredient prices.

At present we are getting sufficient quantity of local copra cake at reasonable price. If the price of coconut oil and copra cake remains at this level and sufficient quantity is available in the market for processing, in the current year, we expect to better our performance.

We are taking all steps to improve the market for ice cream. We are appointing new dealers in untapped areas to improve the volume of sales and thereby utilise more of the unused production capacity. We expect to improve the volume of sale of ice cream and thereby better the margins of Dairy division in the current year.

More information relating to the operations of the Company has been furnished in the Management Discussion and Analysis Report, as per Clause 49 of the Listing Agreement.

Capital Expenditure

The office of Koratty Unit has been shifted to the new administrative building costing Rs 66 lakhs in November, 2011. A new silo for storage of material costing Rs 35 lakhs has been added in Irinjalakuda Unit. A new tailor made ERP has been implemented in all Units and an amount of Rs 101 lakhs has been incurred thereto including hardware.

For the future development and expansion of Irinjalakuda Unit, negotiations for acquiring adjacent properties of around 72 Ares are at final stages, which may involve a capital outlay of around Rs 5.70 crores.

Awards and Recognitions

The Company has won the SEA Award constituted by Solvent Extractors' Association of India for highest processor of coconut oil cake for the year 2010-11. This Award is being received by the Company for the past 21 years consecutively since the inception of the award.

Directors

Shri. K. P John, Shri John Francis K. and Shri T.R. Ragulal will retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for re-appointment.

Directors' Responsibility

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors 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) accounting policies have been selected and applied 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 that year.

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the annual accounts have been prepared on a going concern basis.

Corporate Governance

Corporate Governance Report, Management Discussion and Analysis Report and Certificate from Auditors on Corporate Governance have been furnished separately and form part of this report.

Auditors

M/s. Varma & Varma, Chartered Accountants will retire at the forthcoming Annual General Meeting and are eligible for re-appointment. Disclosure of Particulars

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 'A' forming part of this report.

Particulars of employees

As there are no employees who are drawing the specified remuneration, particulars of employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from shareholders, bankers, especially ICICI Bank, Registrars and Share Transfer Agents, customers, distributors and suppliers. Board also acknowledge the valuable committed services of the executives, staff and workers of the Company.

By Order of the Board

Sd/-

Irinjalakuda M.C. Paul

May 30, 2012 Chairman and Managing Director

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their 47th Annual Report together with the audited accounts for the financial year ended 31st March 2011.

Financial Highlights (Rs. in lakhs)

For the year For the year ended 31.03.2011 ended 31.03.2010

Profit before depreciation 1123.15 1650.45

Depreciation 455.84 384.31

Taxation including deferred tax 217.50 438.87

Profit after tax 449.81 827.27

Surplus brought forward 246.46 204.24

Transfer to General Reserve 100.00 411.90

Dividend 320.00 320.00

Corporate Dividend Tax 51.91 53.15

Dividend

Considering the profits for the current year, your Directors recommend a dividend of 100% (Rs. 10.00 per share of Rs. 10 each) for the year ended 31st March, 2011 which, if approved at the ensuing Annual General Meeting, will be paid to those members whose names appear in the Register of Members of the Company as on 28.07.2011. In respect of shares held in dematerialised form, the dividend will be paid on the basis of beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours as on 18.07.2011.

Operations

The turnover of the Company improved from Rs. 371 crores to Rs. 454 crores during the year ended 31st March, 2011, thus registering an increase of 22 % over that of previous year. Though a portion thereof may be attributed to the increase in the selling price of cattle feed, there is considerable volumewise growth in sale of cattle feed. Cattle feed sales volume improved by 12% when it grew from 2.86 lakhs tonnes in the previous year to 3.20 lakhs tonnes in the current year under report. This is despite a loss of production in Vedagiri Unit for six months due to deliberate slowing down of production by a section of workers and consequent lock-out of the Unit. In the first three quarters of the year under report, we had incurred loss due to the abnormal increase in the price of ingredients for cattle feed unmatched with the upward revision in selling prices. However, we could make good the loss in the last quarter as the price of ingredients eased and consequently our margins improved. The mismatch in the prices for feed ingredients and finished products resulted in to a slide in the profits after tax, from Rs. 827.27 lakhs in year 2009-10 to Rs. 449.81 lakhs in the year under report.

The volume of oil cake processing also was maintained more or less at the same levels as that of previous year. This is mainly due to nonavailability of copra cake locally at reasonable price during the last quarter of the current year and also due to postponement of delivery schedule of copra cake imports. During the year under report, though there is a narrow fall of 2.65% in oil cake processing volume, the Oil Cake Processing Division presented a slight improvement in its profits. Your Company could present a reasonable bottom line with the help of Oil Cake Processing Division, where the profit was maintained at the same levels as that of previous year. The better realisation on coconut oil coupled with strategic imports helped the Oil Cake Processing Division to match previous year performance despite the sudden spurt in the price of copra cake.

The sales volume of ice cream is 861 kl compared to previous year figure of 890 kl. In the year 2009-10, we achieved a 12.50% growth in ice cream sales. During the year under report, we concentrated on consolidation of volume and better margins. The Dairy Division excelled its performance by improving the profits from that division by 43% compared to that of previous year.

Cattle Feed and Solvent industries are passing through a very challenging period. The average cost of cattle feed ingredients more than doubled over the last five years. We do not expect a significant fall in the cost of cattle feed ingredients in the immediate future, at the same time also not expecting a sudden spurt. By optimising the feed formulation and adjusting suitably the selling price in tune with the ingredient prices, we expect to better our performance in the next year.

The availability of local copra cake is still experiencing short supply and high price. We have made arrangements to cover up the shortfall by import of copra cake from Philippines and Indonesia at comparatively economical price. The price of coconut oil had surpassed Rs. 100 a kg., which has almost doubled compared to the price a year before, and this is expected to rule for another five to six months. If the price of coconut oil rules at this level as expected, we could present good working results in the next year also.

We had commissioned another ice cream plant with 2000 lpd capacity at Vedagiri in March, 2011. Though there is stiff competition from other local brands, we are aiming to better the performance of Dairy Division with the additional capacities.

More information relating to the operations of the Company has been furnished in the Management Discussion and Analysis Report, as per Clause 49 of the Listing Agreement.

Capital Expenditure

The ice cream manufacturing Unit adjacent to our existing cattle feed plant at Vedagiri has been commissioned on 28.03.2011. The capital outlay of the new ice cream unit is Rs. 127 lakhs as on 31.03.2011 excluding the value of land already owned by the Company.

Awards and Recognitions

The Company has won the SEA Award constituted by Solvent Extractors' Association of India for highest processor of coconut oil cake for the year 2009-10. This Award is being received by the Company for the past 20 years consecutively since the inception of the award. Your Company has also won the Best Productivity Performance Awards instituted by the National Productivity Council, New Delhi in the category of animal feed processing industry continuously for ten years beginning with 1996-97.

Directors

Shri. A.P. George, Shri P.D. Anto and Dr. K.C. Vijayaraghavan will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Shri. Joseph Xavier, appointed by the Board in its meeting held on 29th January, 2010 pursuant to Section 262 of the Companies Act, 1956 and Article 110 of the Articles of Association of the Company as a Director of the Company in the casual vacancy arising out of the death of Shri T.C. Mathew, vacates his office as Director of the Company at the ensuing Annual General Meeting by virtue of the provisions of the said Section. Your Company has received notice in writing under his hand signifying his candidature for the office of Director along with a deposit of Rs. 500 as per the provisions of Section 257 of the Companies Act, 1956.

Directors' Responsibility

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors 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) accounting policies have been selected and applied 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 that year.

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the annual accounts have been prepared on a going concern basis.

Corporate Governance

Corporate Governance Report, Management Discussion and Analysis Report and Certificate from Auditors on Corporate Governance have been furnished separately and form part of this report.

Auditors

M/s. Varma & Varma, Chartered Accountants will retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

Disclosure of Particulars

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure ‘A' forming part of this report.

Particulars of employees

As there are no employees who are drawing the specified remuneration, particulars of employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from Shareholders, Bankers, especially ICICI Bank, Registrars and Share Transfer Agents, Customers, Distributors and Suppliers. Board also acknowledge the valuable committed services of the executives, staff and workers of the Company.

By Order of the Board

Sd/- M.C. Paul Chairman and Managing Director

Irinjalakuda May 30, 2011

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Mar 31, 2010

The Directors have pleasure in presenting their 46th Annual Report together with the audited accounts for the fnancial year ended 31st March 2010.

Financial Highlights (Rs. in lakhs) For the year For the year ended 31.03.2010 ended 31.03.2009 Proft before depreciation 1650.45 759.77 Depreciation 384.31 259.03 Taxation including deferred tax 438.87 180.20 Proft after tax 827.27 320.54 Surplus brought forward 204.24 102.99 Transfer to General Reserve 411.90 32.10 Dividend 320.00 160.00 Corporate Dividend Tax 53.15 27.19

Dividend

Considering the profts for the current year, your Directors recommend a dividend of 100 % (Rs. 10.00 per share of Rs.10 each) for the year ended 31st March, 2010 which, if approved at the ensuing Annual General Meeting, will be paid to those members whose names appear in the Register of Members of the Company as on 29.07.2010. In respect of shares held in dematerialised form, the dividend will be paid on the basis of benefcial ownership as per the details furnished by the Depositories for this purpose at the end of business hours as on 19.07.2010.

Operations

The turnover of the Company improved from Rs. 350 crores to Rs. 371 crores during the year ended 31st March, 2010, thus registering an increase of 6 % over that of previous year. The improvement in turnover is mainly due to the increase in the selling price of cattle feed and due to substitution of higher quality feed in place of low end products. Quantitywise the sale of cattle feed maintained at the same levels as that of previous year. The volume of cake processing also was maintained at the same levels that of previous year. The volume of ice cream sales enhanced from 791 kl to 890 kl recording a growth of 12.50 %. In respect of cattle feed, despite the decline in the cattle population in Kerala, due to uneconomical dairy farming operations and high rate of decease in animals, we could maintain the same level of volume of sales as that of previous year. The Company could present an outstanding result compared to that of previous year because of the excellent performance in the cake processing division, which was in the previous year in the negative. The profts after tax improved from Rs.320.54 lakhs in year 2008-09 to Rs. 827.27 lakhs in the year under Report recording an increase of 158.09 % over that of previous year.

We had reported last year that the Cattle Feed and Solvent industries are passing through very challenging and diffcult period for the past few years. Inspite of frequent increase in the ingredient prices and other overhead costs, mainly the labour cost, your Company could maintain the sales volume and generate reasonable profts through continuous improvement of the operational effciencies and by passing on these increase in costs to customers in bearable doses. The average cost of cattle feed ingredients almost doubled over the last four years registering an increase by Rs. 3870 per tonne. It is likely that the cost of the cattle feed ingredients will rule at these high levels in the next year also. By optimising the feed formulation and adjusting suitably the selling price in tune with the ingredient prices, we expect to better our performance in the coming year also.

The Company could marginally improve the quantity of oil cake processed during the fnancial year 2009-10 in the Oil Cake Processing Division. In the year 2008-09 the coconut oil cake price was totally imbalanced compared to the price of coconut oil. Thereby that division had incurred considerable loss during the year 2008-09. During the year under report the coconut oil cake price was in tune with the coconut oil price and the cake processing division could generate reasonable profts.

Dairy Division has started generating profts as a result of revamping of milk operations and concentrating more on ice cream. 1000 lpd production capacity of ice cream added in Thalayathu Unit has started giving results. Another ice cream production unit in Vedagiri is being under erection and will start operations by August, 2010. Your Directors envisage more production units nearer to the identifed potential markets in future.

The negotiation with a reputable company, engaged in property development, for sale of Mysore property which was going on for nearly two years was terminated at the fnal stages due to their inability to continue with the deal as a result of recession in their industry. Efforts to locate another prospective buyer is going on. In the opinion of the Board, there is no urgency for sale of the said property and the value thereto will only appreciate in future.

More information relating to the operations of the Company has been furnished in the Management Discussion and Analysis Report, as per Clause 49 of the Listing Agreement.

Capital Expenditure

The 500 tpd cattle feed plant in Irinjalakuda with all critical equipments thereof being imported from internationally renowned machinery manufacturers has been commissioned on 14.07.2009. Your Company has so far invested Rs. 13.37 crores for the said project. An ice cream production unit is under construction in Vedagiri adjacent to our existing cattle feed plant with an estimated capital outlay of Rs. 80 lakhs.

Awards and Recognitions

The Company has won the SEA Award constituted by Solvent Extractors’ Association of India for Highest Processor of Coconut Oil Cake for the year 2008-09. This Award is being received by the Company for the past 19 years consecutively since the inception of the award. Your Company has also won the Best Productivity Performance Awards instituted by the National Productivity Council, New Delhi in the category of Animal Feed Processing Industry continuously for ten years beginning with 1996-97.

Condolence

We, the Members of the Board, wish to place on record our profound grief and deep sense of sorrow at the sad demise of Shri T.C. Mathew on 13th December, 2009, who was a Director of the company from 29.12.1970 and a member of the Audit Committee from the constitution of the same on 28.09.2002 till his death.

We also record our appreciation on the exemplary and selfess service rendered by him for the growth and development of the Company, since he joined as a Director of the Company.

Directors

Sri. John Francis K., Sri. T.R. Ragulal and Dr. Jose Paul Thaliyath will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Consequent to the death of Shri T.C. Mathew, the Board, in its meeting held on 29st January, 2010, has appointed Sri. Joseph Xavier as a Director of the Company in the casual vacancy arising out of the death of Shri T.C. Mathew pursuant to Section 262 of the Companies Act, 1956, and Article 110 of the Articles of Association of the Company, to hold offce till the date Late Sri. T.C. Mathew otherwise would have hold offce.

Directors’ Responsibility

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confrm that:

(i) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating dto material departures.

(ii) accounting policies have been selected and applied 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 fnancial year and of the proft of the Company for that year.

(iii) proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the annual accounts have been prepared on a going concern basis.

Corporate Governance

Corporate Governance Report, Management Discussion and Analysis Report and Certifcate from Auditors on Corporate Governance have been furnished separately and form part of this report.

Auditors

M/s. Varma & Varma, Chartered Accountants will retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

Disclosure of Particulars

Information as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure ‘A’ forming part of this report.

Particulars of employees

As there are no employees who are drawing the specifed remuneration, particulars of employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from Shareholders, Bankers, especially ICICI Bank, Registrars and Share Transfer Agents, Customers, Distributors and Suppliers. Board also acknowledge the valuable committed services of the executives, staff and workers of the Company.

By Order of the Board Sd/- Irinjalakuda M.C. Paul May 29, 2010 Chairman and Managing Director