KRBL Ltd

To

The Members

KRBL Limited

5190, Lahori Gate,

Delhi - 110 006

Your Board of Directors are pleased to share with you the 32nd Annual Report on the business and operations of the Company along with the summary of Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2025.

In compliance with the applicable provisions of the Companies Act 2013, ("the Act"), the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"), this Report is prepared based on the Standalone Financial Statements (except as stated) of the Company for the year under review.

Key highlights of Consolidated and Standalone financial performance for the Financial Year ended March 31, 2025, are summarised as under:

(Rs. in Lakhs, except as stated)

The key highlights of the performance during the Financial Year 2024-25 on a consolidated basis are as under:

Revenue from operations stood at f5,59,381 Lakhs (March 31, 2024 f5,38,469 Lakhs).

Earnings before interest, tax, depreciation and amortisation (EBITDA) stands at f73,566 Lakhs (March 31, 2024 f89,925 Lakhs).

Profit before tax (PBT) stood at f64,001 Lakhs (March 31, 2024 f79,578 Lakhs).

Profit after tax (PAT) stood at f47,605 Lakhs (March 31, 2024 f59,586 Lakhs).

Total comprehensive income for the year stood at f47,396 Lakhs (March 31, 2024 f59,407 Lakhs).

Return on Capital Employed (ROCE) stood at 11.39% (March 31, 2024 14.87%)

Net Worth of the Company increased by 8% to 55,24,031 Lakhs (March 31, 2024 54,85,791 Lakhs).

6% CAGR growth in Revenue (over the last decade).

3% CAGR growth in EBITDA (over the last decade).

4% CAGR growth in Net Profit (over the last decade).

Earnings per Equity Share (EPS) for the year stood at 520.80 (March 31, 2024 525.69).

A detailed analysis of the overall performance is given in the Management Discussion and Analysis Report, forming part of this Report.

Your Board of Directors, in their meeting held on May 16, 2025, have recommended a final dividend of 53.5/- (Rupees Three and Fifty Paisa Only) per equity share of face value of 51/- (Rupee One Only) each for the year ended March 31, 2025. The dividend shall be paid subject to the approval of Shareholders in the ensuing Annual General Meeting ("AGM") of the Company. The final dividend, if approved, will be paid within 30 days of the AGM. The final dividend as recommended by the Company is in accordance with the Dividend Distribution Policy of the Company framed pursuant to Regulation 43A of SEBI (LODr) Regulations. The Dividend Distribution Policy of the Company can be accessed on the Company's website at https://krblrice.com/policy-guidelines/ REVISED DIVIDEND DISTRIBUTION POLICY.pdf.

During the financial year 2024-25, no entity became or ceased to be Subsidiary, Joint Venture or Associate of the Company. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of each of the Company's subsidiaries are provided in the prescribed Form AOC-1, annexed herewith as "Annexure-1" forming part of this Report. The list of Subsidiaries of the Company, including the change (if any) during the year, is provided in Form AOC- 1 and notes to Financial Statements of the Company.

The Company has not transferred any sum to the general reserve for the financial year 2024-25.

The paid-up Equity Share Capital of the Company as on March 31, 2025 is 52,289 Lakhs.

Further, the Company has no other type of securities except Equity Shares forming part of Share Capital of the Company.

Pursuant to the provisions of Section 124 and 125 of the Act read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) ("IEPF Rules"), all dividend which were unpaid or unclaimed for seven consecutive years or more are liable to be transferred to the Investors Education and Protection Fund ("IEPF") Authority. Accordingly, the Company transferred an amount aggregating to 55,16,168 (Rupees Five Lakhs Sixteen Thousand One Hundred and Sixty Eight Only) to the IEPF Fund during the Financial Year 2024-25. This amount was lying unclaimed with the Company for a period of seven consecutive years or more after the declaration of Final dividend for the Financial Year 2016-17.

Further, the Company has transferred 8,666 (Eight Thousand Six Hundred and Sixty Six) equity shares which belong to 64 (Sixty Four) shareholders whose dividend has not been claimed for 7 (seven) consecutive years or more as on the due date of transfer i.e. November 02, 2024, to the demat account of IEPF Authority.

As per the IEPF Rules, Companies are required to inform regarding the transfer of shares to those members whose shares are due for transfer to IEPF, three months prior to such transfer and also publish newspaper advertisement for the same.

In order to prevent the shares from getting transferred to IEPF, Members, who have not claimed their dividends for the previous seven years, are hereby requested to approach the Company or its RTA to claim the same, by complying with the necessary requirements.

A list of unpaid or unclaimed dividends liable to be transferred to IEPF, is available on the website of the Company at: https://krblrice.com/investor-relations/ investor-information/ and on the IEPF website at www. iepf.gov.in.

There were no material changes or commitments that have affected the financial position of the Company between the close of FY 2024-25 till the date of this report.

During the year under review, there has been no change in the nature of the business of the Company.

A separate reportable segment section forms part of notes to the Financial Statements.

The Cash Flow Statement, forming part of the financial statements of the Company for the Financial Year ending on March 31, 2025 has been prepared in accordance with IND AS-7.

All the Directors (including Independent/Non- Executive Directors) are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. Pursuant to Regulation 25(7) of the SEBI (LODR) Regulations, the Company has an orientation process/familiarization programme for its Directors (including Independent Directors), which includes sessions on various business and functional matters.

The induction program is an exhaustive exercise that covers the history, culture and background of the Company and its growth, various milestones in the Company's existence since its incorporation, the present structure and an overview of the business and operations.

The Directors are also briefed on their role, responsibilities, duties and obligations, including the matters relating to Corporate Governance, Code of Business Conduct, Risk Framework, Compliance & Regulatory Framework, Internal Audit etc.

In addition to the above, the Board of Directors are familiarised with the recent regulatory developments and changes through various reports and sessions, on a regular basis.

The details of the familiarization and training programs attended by Independent Directors are available on the Company's website and can be accessed at https://krblrice.com/wp-content/ uploads/2022/06/Familiarization.pdf

The Company has two Subsidiary Companies viz., KRBL DMCC, Dubai (comprises of a step down wholly owned subsidiary, KRBL LLC) and K B Exports Private Limited, India. There is no Associate Company within the meaning of Section 2(6) of the Act. There has not been any material change in the nature of the business of the Subsidiary Companies during the Financial Year 2024-25.

Both the Subsidiaries of the Company are managed by their respective Board of Directors. The Annual Financial Statements and minutes of the meetings of the Subsidiary Companies are periodically reviewed by the Audit Committee and Board of Directors of the Company. The management periodically brings to the notice of the Audit Committee and the Board of Directors of the Company, a statement of all significant transactions and arrangements entered into by the subsidiaries, if any.

The Company does not have any material subsidiary. The Company's policy for determination of a material subsidiary as approved by the Board, available on the Company's website and can be accessed at https:// krblrice.com/wp-content/uploads/2024/05/Policy- For-Determining-Material-Subsidiaries-1.pdf

The Consolidated Financial Statements of the Company for the Financial Year 2024-25 are prepared in compliance with applicable provisions of the Act, read with the Rules made thereunder, applicable Indian Accounting Standards (Ind-AS) and SEBI (LODR) Regulations. The Consolidated Financial Statements have been prepared by consolidating the Audited Financial Statements of the Company and its Subsidiaries. Further, pursuant to the proviso of sub section (3) of Section 129 of the Act read with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of Subsidiaries in the prescribed form AOC-1 is attached as 'Annexure 1' and forms part of this Report.

The Audited Financial Statements including the Consolidated Financial Statements and the related information of the Company and the separate Financial Statement of the subsidiary companies, are available at the website of the Company at https://krblrice.com/subsidiary-companies. Any member desirous of inspecting or obtaining copies of the audited Financial Statements, including the Consolidated Financial Statements may write to the Company at investor@krblindia.com.

The Company values and believes in having a diverse Board. A diverse Board with variation in experience, perspective, skill sets, gender and expertise ensures constructive deliberations, effective decision making and fosters innovation in various functional domains.

The Board of the Company has an optimum combination of Executive and Non-Executive Directors and is comprised of eminent personalities with proven track record of competence and integrity. Besides the experience, strong financial expertise, strategic astuteness and leadership qualities, they exhibit a notable level of dedication to the Company and consistently allocate sufficient time for both meetings and preparation.

The Board of Directors of the Company acts as catalyst in driving superior business performance by actively guiding and supporting innovation in products, process, marketing, organization and strategy.

As on March 31, 2025, the Company's Board has a strength of 8 (Eight) Directors including 2 (two) Women Directors. The Chairperson of the Board is an Executive Director. The Composition of the Board is as below:

*Mr Ashok Pai, one of the Independent Non-Executive Director has tendered his resignation from his Directorship effective from close of business hours of April 08, 2025.

'Mr. Desh Raj Dogra has been appointed as Additional Director w.e.f July 04, 2025.

For detailed information on the Board of Directors, please refer the 'Report on Corporate Governance'.

I n opinion of the Board, all the Directors, including Directors appointed/ re-appointed during the year possess the requisite qualifications, experience and expertise and hold high standards of integrity.

The details of Key Managerial Personnel(s) ("KMPs") of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Act, read with rules framed thereunder are as follows:

The Company has inter alia, received the following declarations from all the Independent Directors confirming that:

a) All Independent Directors of the Company have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(l)(b) of the SEBI (LODR) Regulations.

b) They have complied with the Code for Independent Directors prescribed under Schedule IV of the Act.

c) They are registered with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs.

d) The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics.

Based on the disclosure received, the Board is of opinion that, all the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) and/ or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by SEBI, Ministry of Corporate Affairs ("MCA") or any other such Statutory Authority.

The Company had sought following certificates from Independent and reputed Company Secretaries in practice confirming that:

a) None of the Directors on the Board of the Company have been debarred or disqualified from being appointed and/ or continuing as Directors by the SEBI/ MCA or any other such Statutory Authority.

b) Certificate on Corporate Governance

As per Section 152 of the Act, two-third of the Board of Directors (other than Independent Directors) shall be liable to retire by rotation of which at least one-third shall retire at each AGM. Accordingly, Mr. Arun Kumar Gupta, Joint Managing Director, being the longest serving Director, will retire at the 32nd AGM and being eligible offers himself for re-appointment without constituting a break in his term as Joint Managing Director.

A brief resume of Mr. Arun Kumar Gupta (DIN: 00030127) along with the other details as stipulated under Regulation 36 of SEBI (LODR) Regulations and Secretarial Standards on General Meetings ("SS-2") are provided in the Notice for convening the 32nd AGM of the Company.

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, have recommended his re-appointment to the Members for their approval.

During the FY 2024-25, following appointment(s)/ reappointment(s) were made by the Board of Directors on the recommendations of Nomination and Remuneration Committee.

The Board of Directors in their meeting held on July 31, 2024 on the recommendation of the Nomination and Remuneration Committee approved the below mentioned appointments/ reappointments;

1. The appointment of Mr. Anil Kumar Chaudhary was approved by the Board of Director on the recommendation of Nomination and Remuneration Committee through resolution by circulation dated August 20, 2024.

2. All the appointments/ re-appointments were made by the Board of Directors for a term of 5 (five) consecutive years and were duly approved by the Shareholders in the 31st AGM of the Company held on September 13, 2024.

3. The Board of Directors, on the recommendation of NRC, has appointed Mr. Desh Raj Dogra (DIN:00226775) as an Additional Non-Executive Independent Director w.e.f. July 04, 2025 and to hold office for a term of five consecutive years i.e. upto July 03, 2030, subject to approval of the members at the ensuing AGM.

4. Mr. Ashok Pai resigned w.e.f. April 08, 2025.

In the opinion of the Board, all the Independent Directors possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

The details of Director seeking appointment/ reappointment as stipulated under Regulation 36 of SEBI Listing Regulations and SS-2 is provided in the Notice for convening the 32nd AGM of the Company.

The Audit Committee of the Board of Directors has been constituted in conformity with the requirements of the SEBI (LODR) Regulations as well as Section 177 of the Act. The terms of reference of the Audit Committee are as set out in conformity with the Regulation 18 of SEBI (LODR) Regulations and Section 177 of the Act. The primary objective of the Committee is to monitor and provide effective supervision to the Management's financial reporting process, review and approval of related party transactions, review the functioning of whistle blower mechanism and to ensure accurate and timely disclosures, with the highest levels of transparency, integrity, and quality of financial reporting.

As on March 31, 2025, the Audit Committee comprises of 4 (four) members out of which 3 (three) were Independent Non-Executive Directors and 1 (one) is an Executive Director. The Committee is chaired by an Independent Director. The details w.r.t. to the constitution of the committee is as follows;

All the recommendations made by the Audit Committee from time to time were accepted by the Board of Directors. The details of the terms of reference, number of Audit Committee meetings held during the year and attendance of Audit Committee Members at such meetings etc. are provided in the 'Report on Corporate Governance'.

The remuneration paid to Directors, Key Managerial Personnel (KMP), Senior Managerial Personnel (SMP), and Other Employees reflects a conscientious alignment with their respective roles and responsibilities within the Company.

The Company has a duly approved Nomination, Remuneration and Board Diversity Policy and Variable Pay Policy. The said Policies ensures equitable compensation that motivates and acknowledges the contributions of employees effectively. By valuing the significance of each position, the company fosters a culture of fairness and meritocracy, enhancing overall organizational morale and productivity.

The remuneration paid to the Directors, KMP and SMP is in accordance with the Nomination, Remuneration and Board Diversity Policy of the Company formulated in accordance with Section 134(3)(e) and Section 178(3) of the Act read with Regulation 19 of the SEBI (LODR) Regulations. The salient features of the Policy are:

i) To identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as a Director, KMP and any Senior Managerial level and recommend the same to the Board for his / her appointment.

ii) To devise the criteria for determining qualifications, positive attributes and independence of a Director.

iii) To devise the criteria for evaluation of performance of the Board of Directors (including Independent Directors).

iv) To evaluate the performance of the Board and its Committees and provide necessary report to the Board for further evaluation.

v) To recommend to the Board on all remuneration in whatever form, payable to the Directors, the Key Managerial Personnel and the Senior Managerial Personnel and other Employees.

vi) To develop a succession plan for the Board and the Senior Management and to regularly review the plan.

The copy of the Nomination, Remuneration and Board Diversity Policy of KRBL Limited can be accessed on the Company's website at https://krblrice. com/wp-content/uploads/2024/08/Nomination- Remuneration-And-Board-Diversity-Policy.pdf

During the Financial Year under review, the Board held 5 (Five) Meetings on May 20, 2024, June 08, 2024, July 31, 2024, November 13, 2024 and February 06, 2025. For more details thereof, kindly refer to the section 'Board Meetings and Procedures - Details of the Board Meetings held and attended by the Directors during the Financial Year 2024-25' in the 'Report on Corporate Governance'.

I n terms of the requirements of the Act and the SEBI (LODR) Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and its Committees.

The Board has carried out the annual performance evaluation for itself, the Directors individually (including the Chairman of the Board), as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, CSR & ESG Committee, Stakeholders' Relationship Committee, Risk Management Committee, Borrowing and Investment Committee.

The Company has a structured assessment process for evaluation of performance of the Board, its Committees and individual performance of each Director including the Chairperson of the Board. The evolution is carried out in a confidential manner and the Directors provide their feedback by rating based on various metrics.

Inputs were received from the Directors, covering various aspects of the Board's functioning, such as the adequacy of the composition of the Board and its Committees, its effectiveness, ethics and compliances, the evaluation of the Company's performance, and internal control and audits. A separate exercise was carried out to evaluate the performance of Individual Directors, including the Chairperson of the Board, who were evaluated on parameters such as the level of engagement and contribution, effective participation in Board/Committee Meetings, independence of judgment, safeguarding the interest of the Company and its minority shareholders, providing expert advice to the Board, the Board Skills matrix, and contributing in deliberations while approving related party transactions.

The aspects covered in the evaluation include the contribution to and monitoring of the corporate governance practices, participation in the long-term strategic planning and the fulfilment of Directors' obligations and fiduciary responsibilities, including but not limited to, active participation in the Board and Committee Meetings.

Following the framework, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, the Board of Directors of the Company in its meeting held on May 16, 2025, had concluded the performance evaluation process for the Financial Year 2024-25 to the satisfaction of the Board.

The Independent Non-Executive Directors of the Company met separately without the presence of the Non-Independent Directors and inter-alia reviewed the performance of the members of management, Non-Independent Directors and the Board as a whole. Further, the performance of the Chairperson of the Company and the Committees were also reviewed in this meeting. The performance review conducted took into consideration the views of the Executive and Non- Executive Directors.

The Board Members submitted to the Nomination and Remuneration Committee, their response for evaluating the entire Board, respective Committees of which they are members and of their peer Board Members, including Chairperson of the Board.

The outcome of evaluation were noted by Nomination and Remuneration Committee and the Board and key outcomes, actionable areas were discussed and the same were acted upon.

Pursuant to the provisions under Section 134(5) of the Act, with respect to the Directors' Responsibility Statement, the Directors confirm:

i) that in the preparation of the Annual Accounts for the Financial Year ending on March 31, 2025, the applicable Indian Accounting Standards (Ind AS) have been followed, and that there are no material departures;

ii) that appropriate accounting policies have been selected and applied consistently. Further, judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2025 and of the profit of the Company for the Financial Year ending on March 31, 2025;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud or any other irregularities;

iv) t hat the Annual Financial Statements for the Financial Year ending on March 31, 2025 have been prepared on a going concern basis;

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

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

A detailed review of the operations, the performance and future outlook of the Company has been disclosed in 'Management Discussion and Analysis' Report pursuant to Regulation 34 read with Part B of Schedule V of the SEBI (LODR) Regulations.

Pursuant to provisions of Section 134(3)(m) of the Act, read with rules framed thereunder, the details of activities in the nature of Conservation of energy, research and development, technology absorption, adaptation and innovation and foreign exchange earnings and outgo are attached as 'Annexure 2' and forms part of this Report.

The statement of disclosure of remuneration under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as 'Annexure 3'.

The draft of Annual Return for Financial Year 2024-25 in prescribed form 'MGT-7', pursuant to provisions of Section 92 of the Act read with the rules framed thereunder, is available on the website of the Company at https://krblrice.com/annual-return/. The Company will file the Annual Return with Registrar of Companies for the year 2024-25 within the timelines prescribed under the Act and the same will be made available on the website of your Company.

Pursuant to the provisions of Section 139 of the Act, M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were re-appointed as the Statutory Auditors of the Company by the Shareholders in the 30th AGM of the Company held on September 28, 2023 for a period of 5 years i.e. to hold office till the conclusion of the 35th AGM. The observations made by the Statutory Auditors in their Report on the Audit of the Financial Statements (Standalone and Consolidated) and the notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report on the Financial Statements (Standalone and Consolidated) contains a qualified opinion provided hereunder:

The Enforcement Directorate ("ED") is investigating Company's Joint Managing Director JMD under the Prevention of Money Laundering Act 2002 for alleged involvement in Agusta Westland case. Further the

ED has filed criminal complaint and made certain allegations against the Company KRBL DMCC (a subsidiary of the Company) and JMD. As further described in the said note a review of the impact of the allegations was performed by an independent professional firm appointed by the Board of Directors and in our view as per the report of the independent professional firm there is no conclusive evidence to ascertain impact of the aforesaid matter on the Statement of the Company Pending the completion of ongoing investigation of the above matter by regulatory authorities we are unable to comment on any adjustment that may be required to the accompanying Statement in this respect

The Enforcement Directorate ("ED") is investigating Company's Joint Managing Director under the Prevention of Money Laundering Act, 2002 for alleged involvement in Agusta Westland case. Further, the ED has filed criminal complaint and made certain allegations against the Company, KRBL DMCC a subsidiary of the Company and JMD. A review of the impact of the allegations was performed by an independent professional firm appointed by the Board of Directors and in our view, as per the report of the independent professional firm, there is no conclusive evidence to ascertain impact of the aforesaid matter on the Statement of the Company. Pending the completion of ongoing investigation of the above matter by regulatory authorities, we are unable to comment on any adjustment that may be required to the accompanying Statement in this respect.

The response of your Directors on the observation made by the Statutory Auditor is as follows:

The Company had appointed an independent professional firm ("IP") to review the aforesaid allegations and to assess the impact, if any, on the Financial Statements and control environment of the Company during the Financial Year ended March 31, 2022. During the Financial Year ended March 31, 2023, the IP had issued a report to the Board of Directors which was discussed and approved in their previously held meeting, wherein the Board of Directors responded to the observations contained therein and basis that no further action was proposed.

The management of the Company is confident that the above stated matter will be resolved soon.

Pursuant to the provisions of Section 148 of the Act read with relevant notifications issued by MCA regarding the Cost Audit of power segment, the Company is required to have the audit of its Cost Records pertaining to power segment by a Cost Accountant

in Practice. In this connection, considering the recommendation of Audit Committee, the Board of Directors approved the re-appointment of M/s. HMVN & Associates, Cost Accountants, having their office at, 909 GD-ITL, North Tower, A-09, Netaji Subhash Place, Pitampura, New Delhi- 110 034 as Cost Auditors of the Company to conduct the Cost Audit for the Financial Year 2025-26.

A resolution seeking members' approval for the ratification and confirmation of remuneration of Cost Auditors for the Financial Year 2025-26, forms part of the Notice calling AGM of the Company.

The Company is maintaining the requisite cost records as required under the applicable laws.

Further, the Cost Audit Report for the Financial Year

2023- 24 has been duly filed and for Financial Year

2024- 25, it will be filed within the stipulated time.

Pursuant to the provisions under Section 204(1) of the Act, read with rules framed thereunder and Regulation 24A of SEBI (LODR) Regulations, M/s. DMK Associates, Company Secretaries, having their office at 31/36 Basement, Old Rajender Nagar, Delhi-110060, was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2024-25.

Further, in line with the recent amendments in Listing Regulations, every listed entity and its material unlisted subsidiaries incorporated in India shall undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer Reviewed Company Secretary and Board shall recommend the appointment of Secretarial Auditor to Shareholders for their approval in its Annual General Meeting of the Company and the Secretarial Auditor firm may be appointed for not more than two terms of five consecutive years with the approval of Shareholders in the Annual General meeting.

Further, ICSI has notified the list of services, which can be availed from the Secretarial Auditor in addition to its scope of conducting Secretarial Audit.

In consideration of the above, the Board of Directors in their meeting held on May 16, 2025 approved and recommended the appointment of M/s. DMK Associates, Company Secretaries, as the Secretarial Auditors of the Company, for the first consecutive term of five years for conducting Secretarial Audit of FY 2025-26 till FY 2029-30 subject to the approval of Shareholders in the ensuing AGM of the Company.

M/s. DMK Associates have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

The Secretarial Audit Report for the Financial Year 2024-25 in the prescribed form MR-3 is attached as 'Annexure 4' and forms part of this Report. The observations given by the Auditor in their Report along with explanation to the same is as below:

It is observed that the Company's unit located at Alipur, Delhi which is engaged in only sorting / grading / packing of finished product have not adhered to certain requirements under general laws applicable on it.

The response of your Directors on the observation made by the Secretarial Auditor is as follows:

The Company is taking all necessary steps to comply with the requirements at Alipur, Delhi unit.

The Company has appointed M/s. S S Kothari Mehta & Co. LLP, Chartered Accountants, having their office at Plot No. 68, Okhla Industrial Area, Phase-III, New Delhi-110020, as the Internal Auditor of the Company.

During the year under review, Statutory Auditor, Secretarial Auditor and Cost Auditor did not report any instances of fraud committed against the Company by its Officers or Employees as specified under Section 143(12) of the Act. Hence, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

Your Company continues to adhere to the Corporate Governance requirements set out by the SEBI and is committed to the highest standard of Corporate Governance. Your Company has complied with all the mandatory requirements relating to Corporate Governance in the Listing Regulations. The Corporate Governance Report pursuant to the requirement of SEBI (LODR) Regulations is given as a separate section and forms a part of the Annual Report. The Certificate from the Secretarial Auditors confirming the compliance with the conditions of the Corporate Governance stipulated in Para E of Schedule V of Listing Regulations is also annexed to the said Corporate Governance Report.

The Board has also evolved and implemented a Code of Conduct based on the principles of good corporate governance and best management practices adopted globally. The Code is available on the Company's website at: https://krblrice.com/ codes/Code-of-Business-Conduct-and-Ethics.pdf

The Company has also adopted the below mentioned policies and codes in line with the corporate governance requirements, given below are the link for your quick reference;

All the above-mentioned policies and codes are made available on the Company's website under the link https:// krblrice.com/investor-relations/corporate-governance/ and are frequently reviewed by the Board of Directors.

The Company believes that sustainable business growth rests on the triple bottom line approach, the growth of our people, safeguarding the environment where we operate. We also understand that the wellbeing of the community where we operate helps us grow our business and hence we value people around our operating facilities and promote inclusive growth. We endeavour to serve society and achieve excellence. We emphasize on improving the quality of life and engage with the communities and contribute towards environmental sustainability, promoting healthcare, education and many other such activities.

Pursuant to requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time and on the recommendation of the CSR & ESG Committee, the Board has adopted a CSR Policy. With a vision to actively contribute to the social and economic development of the society in which your Company operates, the Company has undertaken projects/ programs directly and through Implementing Agencies, in accordance with the CSR Policy of the Company and Schedule VII of the Act.

While fulfilling its responsibility of making necessary recommendations to Board and monitoring approved CSR initiatives, the Committee has also established a mechanism for focused discussions on Environment, Sustainability, Social and Governance matters.

During the Financial year ended March 31, 2025, the CSR & ESG Committee was reconstituted w.e.f. September 14, 2024. The CSR & ESG Committee is chaired by Mr. Anoop Kumar Gupta, Joint Managing Director. The other Members of the Committee are Mr. Anil Kumar Mittal, Chairperson and Managing Director of the Company and Ms. Priyanka Sardana,

Independent Non-Executive Director. The Company's CSR policy envisages expenditure in areas covered under Schedule VII of the Act and as permitted by applicable laws. The CSR Policy also outlines specific focus areas, as approved by the CSR & ESG Committee and the Board of Directors, which will encapsulate major share of expenditure by the Company in its CSR activities. The focus areas as mentioned in the amended CSR Policy are as follows:

I) Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation.

II) Promoting education, including special education and employment enhancing vocation skills.

III) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water.

IV) Rural and Slum Area Development.

V) Research & Development.

The funds to be allocated to the aforementioned focus areas are determined by the Board of Directors based on the recommendations of the CSR & ESG Committee, through an Annual Action Plan formulated at the beginning of the financial year.

The detailed CSR policy is available on the Company's website at https://krblrice.com/wp- content/uploads/2024/05/policy-corporate-social- responsibility.pdf

The Annual Report on CSR activities of the Company for the FY 2024-25 is attached as 'Annexure 5' forming part of this Report.

At KRBL Limited, we have ingrained sustainability into the core of our operations. We perceive our obligation to spearhead sustainable development not solely as a societal duty but also as a chance to prosper through actions. Through our commitment to sustainable development, surpassing basic information disclosures mandates and regulatory standards, our goal is to safeguard and enhance value for all stakeholders.

The BRSR for Financial Year 2024-25 is aligned with the nine principles of the National Guidelines on Responsible Business Conduct notified by the Ministry of Corporate Affairs, Government of India and the updated reporting framework as published by the SEBI.

I n compliance with the SEBI (LODR) Regulations, the BRSR disclosures are part of the Annual Report. It aims at describing KRBL's initiatives in discharging responsibilities from an Environmental, Social and Governance perspective. The BRSR is attached as 'Annexure 7' forming part of this Report.

The Company maintains robust internal control systems and top-tier processes tailored to its size and operational complexity. These systems include the implementation of internal controls commensurate with the scale and nature of its operations. Adequate controls, procedures, and policies are in place to ensure the orderly and efficient conduct of business, adherence to Company policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Internal Audit function is focused on reviewing the effectiveness of internal controls and risk management across all Company operations and functions. The Audit Committee regularly receives summaries of audit recommendations and updates on their implementation.

Additionally, the Company has a clearly defined delegation of authority with specified limits on approval powers for revenue and expenditures. These limits are regularly reviewed and adjusted to support smooth decision-making in daily operations and in the formulation of both long- and short-term business strategies.

The Company has established several Board Committees that are primary composed of Independent Non-Executive Directors to oversee and govern the effectiveness of internal controls and its

corporate governance framework. The Corporate Governance Report, which is included in this Annual Report, provides further information about these Committees.

In addition, Management has confirmed to the Internal Auditors regarding the adequacy and reliability of deployed internal financial controls.

Further, Audit Committee interacts with the Statutory Auditors, Internal Auditors and the Management in dealing with matters within its terms of reference

Kindly refer Statutory Auditors Report on Internal Financial Control forming part of the Financial Statements.

The Board of Directors are the apex body that reviews critical risks and deliberates and approves action plans that can effectively mitigate those risks. The Board is responsible for conducting an annual evaluation of KRBL's risk management framework, along with the Risk Management Committee (RMC), which carries out a periodic evaluation and assessment. At KRBL, a robust Enterprise Risk Management (ERM) framework, helps us to navigate business risks effectively. KRBL bases its risk management policy on the Enterprise Risk Management Policy which is regularly reviewed. The policy is applicable across all our operations and units. We follow both bottom- up and top-down approaches to risk management. The Risk Management Committee meets frequently and provides guidance and strategic directions to manage risks. The Chief Risk Officer (CRO) manages the Enterprise Risk management and heads the risk management team with identified risk owners. To further strengthen our risk management framework, the Company has procedures designed to identify, assess and manage and monitor both internal and external risks. These efforts are aimed at safeguarding the Company's assets, ensuring compliance with regulatory requirements and maintaining operational efficiency. Risk identification and assessment is the first step in the risk management process. We classify risks into broad categories and assess the likelihood and impact of risks. The risks are prioritised based on their risk score and then are reviewed, assessed and continuously monitored and reported. The prioritised risks are analysed, and mitigation plans are prepared, considering the risks' short, medium, and long-term implications on us.

For detailed information regarding the Risk Governance kindly refer to'Report on Corporate Governance' and 'Management Discussion and Analysis'.

During the financial year 2024-25, the Company obtained various ratings, which are as follows:

CARE: In September 2024, "CARE" has reviewed and reaffirmed "[CARE]A1+" rating for Commercial Paper (CP) Limits of KRBL Limited.

ICRA: In December 2024, "ICRA" has reviewed and reaffirmed"[lCRA] AA (Stable)" rating for enhanced Bank Limits on Long-term scale and reaffirmed "[ICRA] A1+" rating for Bank Limits on Short-term scale and Commercial Paper (CP) Limits of KRBL Limited.

The Company has neither accepted nor renewed any Deposits during the Financial Year 2024-25 in terms of Chapter V of the Act. Further, the Company is not having any Unpaid or Unclaimed Deposits at the end of the Financial Year 2024-25.

The Company is committed to provide a safe and conducive work environment to all its women employees. As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment complaints at workplace.

The Company has duly constituted Internal Complaints Committee in line with the statutory requirements for its Corporate Office, Registered Office and all its Units.

During FY 2024-25, the Board of Directors, keeping in mind the rapid changes in the external environment, reviewed the Policy to include aspects not previously covered, such as its applicability to virtual spaces, business travel, any location associated with work duties, gender neutrality, etc. The amended Policy also establishes a clear and concise mechanism for lodging complaints and ensuring their effective redressal, including a brief step-by-step procedure to be followed by the aggrieved party.

The updated policy is available on the Company's website at the weblink: https://krblrice.com/ wp-content/uploads/2024/05/l.-KRBL POSH- Policy 13112024.pdf

The status of complaints during the year related to sexual harassment is as below:

The Company periodically conducts sessions and training for its employees across the organisation to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

The Company hasn't received any Complaints on Sexual Harassment during the Financial Year under review.

The Internal Complaints Committees of the Company has also submitted its Annual Report on Sexual Harassment to Mr. Anoop Kumar Gupta, Joint Managing Director and also to the Concerned District Officers where the Committee locates, declaring that no complaints were received during the Year.

The shares of the Company are traded in the dematerialised form under both the Depository Systems - NSDL and CDSL. The Identification Number ('ISIN') allotted to the Company's shares under the Depository System is INE001B01026.

Requests for dematerialisation of shares are processed and confirmed within the applicable timelines, subject to the documents being valid and complete in all respects.

The shares of the Company were not suspended from trading during the year under review. The Company's shares are compulsorily tradable in electronic form. As on March 31, 2025, 99.96% of the Company's Paid- up Equity Share Capital representing 22,88,15,826 equity shares are in dematerialized form with both the Depositories.

M/s. Alankit Assignments Limited, a Category-I SEBI registered RTA is the Registrar and Share Transfer Agent of the Company.

During the year under review there was no change in Capital Structure and Listing of Shares. The Company's shares are listed and actively traded on the below mentioned Stock Exchanges:

"Exchange Plaza" C-1, Block G,

Bandra-Kurla Complex,

Bandra (East), Mumbai-400 051

Phiroze Jeejeebhoy Towers,

Dalal Street,

Mumbai-400 001

Details of investments are given in the Note 12 and 11 to the Standalone and Consolidated Financial Statements respectively.

For particulars of loan(s) from Directors refer Note 46 & 45 of the Standalone and Consolidated Financial Statements, respectively, forming part of this Annual Report. The declarations in writing confirming that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others have also been received by the Company from all the concerned Directors.

The Board of Directors of the Company has on the recommendation of the Audit Committee, adopted a Related Party Transactions Policy for identifying, reviewing, and approving transactions between the Company and the Related Parties, in compliance with the applicable provisions of the Listing Regulations, the Act and the Rules thereunder which is reviewed frequently by the Board, the policy is also available on the Company's website at https://krblrice.com/wp- content/uploads/2024/05/l-RPT-Policy.pdf

The Company has a well-defined process of identification of related parties and tracking transactions with related parties, its approval and review process. All related party transactions entered into by the Company during the Financial Year 202425 were in the ordinary course of business and on an arm's length basis. There was no material related party transaction entered into by the Company with Promoters, Directors, Key Managerial Personnel, or other related parties, which may have a potential conflict with the interest of the Company at large.

The Audit Committee considered and granted Omnibus Approval for entering into transactions with related parties for the Financial Year 2024-25, which are repetitive in nature, at arm's length and in ordinary course of business, which was further approved by the Board. The transactions entered pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for quarterly review. The details of the related party Transactions as per Indian Accounting Standard (Ind AS) 24 are set out in Note 46 to the Standalone Financial Statements forming part of this Report.

Pursuant to the provisions of Section 188 of the Act read with rules framed thereunder, the disclosure of particulars of contracts/arrangements with Related Parties in Form AOC-2 is attached as 'Annexure 6' and forms part of this Report.

The Company is dedicated to uphold the utmost standards of ethical, moral and legal business conduct. Pursuant to the provisions of Section 177(9) of the Act and Regulation 22 of SEBI (LODR) Regulations, the Company has established a mechanism called 'Vigil Mechanism (Whistle Blower Policy)' for Directors and Employees to report unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics, Policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the Directors and Employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

The Company has not received any complaint under this mechanism during the Financial Year 2024-25.

Whistle Blower Policy as approved by the Board is available on the Company's website at the weblink https://krblrice.com/policy-guidelines/Vigil- Mechanism-(Whistle-Blower%20Policy).pdf

At KRBL, Environment, Health, and Safety (EHS) are integral to our operational excellence and long-term sustainability. We are committed to minimizing our environmental footprint through efficient resource management and responsible manufacturing practices.

KRBL is committed to conducting its business in an environmentally, socially, and economically responsible manner which benefits current and future stakeholders. We aspire to create positive impact on society and the environment through our business activities. Our approach to sustainability is reflected through the establishment of our dedicated systems and processes. We follow a stakeholdercentric approach and showcases our commitment to each of our stakeholders. This also highlights our responsibility to protect the environment and play an active part in transitioning towards a low carbon and resource-efficient economy. Our well-thought- out initiatives enhance our employee engagement as well as foster innovation to improve our outreach to environmentally conscious customers and potential talent. Our safety programs are designed to prevent workplace incidents, promote employee well-being, and ensure regulatory compliance across all sites. We continuously invest in advanced technologies and best practices to enhance safety and environmental performance. By embedding Health and wellness initiatives into our work culture, we foster a safe and supportive environment.

For detailed information on the Employee Health and Safety, please refer the 'Annexure 7' on Business Responsibility and Sustainability Reporting.

No significant and material order has been passed by the regulators, courts and tribunals impacting the going concern status and the Company's operations in future.

The material cases of the Company are as follows:

A portion of land parcel and building thereupon, situated at Dhuri, Punjab was attached by the Directorate of Enforcement ('ED') to the extent of value of f1,532 Lakh in connection with an investigation which is currently pending before the Special Judge, CBI Court. The Appellate Tribunal, PMLA (Government of India), New Delhi, followed by a confirming order of the Hon'ble High Court of Delhi, restored the physical possession of the land parcels in favour of the Company for specified purposes against a deposit of S1,113 Lakhs, without prejudice to the rights and contentions of the parties to be decided in the appeal. In this regard, the Company had further prayed for refund of S1,113 Lakhs lying as a deposit with ED. The Honourable High Court of Delhi had directed the Appellate Tribunal to consider and decide on the refund of the deposit. On March 19, 2025 the Appellate Tribunal has ordered the ED to refund S1,113 Lakhs to the Company within the period of eight weeks from the date of receipt of the order. However, aforesaid attachment would continue till conclusion of the matter. The management based upon the legal assessments, is confident that it has a favourable case and the said attachment shall be vacated and no adjustment is required in the accompanying standalone financial statements.

Directorate of Enforcement ('ED') registered an Enforcement Case Information Report (ECIR) in 2014 and subsequently filed a criminal complaint in the year 2021 alleging commission of an offence under Section 3 of the PMLA, 2002 against the Company, KRBL DMCC (a subsidiary of Company) and one of the Joint Managing Director (JMD) of the Holding Company for certain transactions assumed to be undertaken in the prior years. The Company had appointed an independent professional firm ('IP') to review the aforesaid allegations and to assess the impact, if any, on the Statement of the Group in earlier years. Post review of the allegations, the IP had issued a report to the Board of Directors which was discussed and approved in their previously held meeting, wherein the Board of Directors had responded to the observations contained therein and basis that no further action was proposed. The said case is pending before the Special Court and is listed on the given dates in its regular course. The prosecution has filed an application on 13.08.2024 for separation of trial proceedings of the accused persons/entities who are yet to be served be separated from the other accused persons/entities who have already been served. The application for separation of trial is allowed and files of the accused persons/entities who are yet to be served be separated from the other accused persons/entities who have already been served and/or are facing inquiry before the Court in respect of trial/inquiry being conducted for prosecution complaints filed in ECIR/15/DLZO/2014. The complaint case No. 19/2019 was last listed on 22.05.2025 for compliance of last order in which ED was directed to file a separate memo of parties, arranging the accused/entities, who have been separated for trial. While the outcome of any judicial proceeding is inherently uncertain and incapable of precise prediction, the management considering the present facts, opinion from independent legal counsel and other available information has not identified any adjustment or additional disclosure is required in the accompanying consolidated financial statements.

Other matters comprise of civil cases under CPC 1908, Trade Mark Act 1999, Consumer Protection Act 1986, Customs Act 1962 and other disputes with customers etc.

Based on the legal opinions, the Company is of the firm belief that the above demands are not tenable.

Your Company understands that establishment of a strong industrial relationship is crucial for fostering a harmonious work environment and ensuring mutual respect between management and employees. The Company optimised the use of effective communication channels and transparent policies including Stakeholder Engagement and Grievance Redressal Policy to promote trust and collaboration, leading to increased productivity and employee satisfaction.

The Company understands that regular dialogue and fair treatment of workers' rights cultivate a positive workplace culture, enhancing the company's reputation and attracting top talent in the industry.

By fostering strong ties with suppliers, manufacturers, distributors and other stakeholders, your Company ensures timely delivery of goods and services, thereby meeting customer demands efficiently. The Company by proactively resolving conflicts and addressing concerns through constructive dialogue demonstrates commitment to sustainable business practices and long-term partnerships.

The Company has been successfully maintaining healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

The Company has continuously received co-operation and unstinted support from the distributors, retailers, stockists, suppliers and associated with the Company. The Company will continue its endeavour to build and nurture strong bonding with its trade partners based on mutuality, respect and co-operation with each other and consistent with consumer interest.

Pursuant to applicable SEBI (Prohibition of Insider Trading) Regulations, 2015, every Listed company must formulate a code of conduct to regulate, monitor and report insider trading by its employees and connected persons.

The Company has a comprehensive Insider Trading Policy which includes:

I) Code of Conduct to Regulate, Monitor and Report Trading by Insiders;

II) Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Policy for Determination of "Legitimate Purpose";

IN) Policy & Procedures for Inquiry in Case of Leak of Unpublished Price Sensitive Information.

The purpose of this Policy is to regulate, monitor and report trading by Insiders and achieving compliance towards the SEBI PIT Regulations. The Code ensures protection of Unpublished Price-Sensitive Information ("UPSI") of KRBL Limited and serve as a guideline to the Designated Persons covered under KRBL Insider Trading Policy for dealing in securities of KRBL Limited. In addition to setting out the policy of the Company, it provides an understanding of the Regulations as may be amended from time to time and any other applicable law in relation to prevention of Insider Trading. The said Policy is available on the Company's website at the weblink https://krblrice.com/wp-content/uploads/2024/07/ KRBL Insider Trading Policy.pdf.

We are pleased to inform you of the significant awards and certifications received by your company this year. These accolades underscore our commitment to excellence and industry leadership. These achievements not only enhance our brand reputation but also validate our strategic initiatives and operational efficiency. For details please refer page 14 of the Annual Report.

In accordance with the Companies (Accounts) Second Amendment Rules, 2025, the Company affirms full compliance with the provisions of the Maternity Benefit Act, 1961. We remain committed to ensuring a safe, inclusive, and supportive work environment for all women employees during and after pregnancy.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(i) I ssue of equity shares with differential rights as to dividend, voting or otherwise.

(II) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees' Stock Options Schemes referred to in this Report.

(ill) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

(IV) No application has been made or proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year.

(v) There are no details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

Fiscal year 2024-25 presented significant challenges but the Board extends its sincere appreciation to customers, partners, suppliers, financial institutions, government agencies, and regulators for their unwavering support. The Board would like to express its deep appreciation for the extraordinary efforts of employees at all levels who have continuously demonstrated exceptional resilience and dedication, driving the company forward amidst a challenging business environment. Furthermore, the Board acknowledge the cooperation of governments in our operating regions and express gratitude to our shareholders for their continued trust. The Board remains steadfast in our commitment to driving long-term growth for the Company.