KRBL Ltd

To

The Members KRBL Limited

5190, Lahori Gate,

Delhi - 110 006

Your Board of Directors are pleased to share with you the 31^st 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 31,2024.

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 ("Listing Regulations"), this Report is prepared based on the standalone Financial statements (except as stated) of the Company for the year under review.

1. OVERVIEW OF FINANCIAL PERFORMANCE

Key highlights of consolidated and standalone financial performance for the Financial Year ended March 31,2024, are summarised as under:

(? in lacs, except as stated)

2. STATE OF COMPANY AFFAIRS

The key highlights of the performance during the Financial

Year 2023-24 on a consolidated basis are as under:

* Revenue from operations stood at '5,38,469 lacs (March, 31 2023 '5,36,474 lacs).

* Earnings before interest, tax, depreciation and amortisation (EBITDA) stands at '89,925 lacs (March 31, 2023 '1,03,157 lacs).

* Profit before tax (PBT) stood at '79,578 lacs (March 31, 2023 '94,118 lacs).

* Profit after tax (PAT) stood at '59,586 lacs (March 31, 2023 '70,098 lacs).

* Total comprehensive income for the year stood at '59,407 lacs (March 31, 2023 '70,477 lacs).

* Return on Capital Employed (ROCE) stood at 14.87% (March 31, 2023 19%)

* Net Worth increased by 3.5% to '4,858 lacs (March 31, 2023 '4,693 lacs).

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

* 7% CAGR growth in EBITDA (over the last decade).

* 9% CAGR growth in Net Profit (over the last decade).

* Earnings per Equity Share (EPS) for the year stood at '25.69 (March 31, 2023 '29.78).

* Detailed information on the business overview and outlook of the Company are in the Management Discussion & Analysis Report forming part of this Annual Report.

3. BUYBACK OF SHARES

Your Board of Directors in their meeting held on August 10, 2023 approved the buyback of 65,00,000 (Sixty Five Lacs) equity shares of '1/- (Rupee One only) each fully paid-up, representing approximately 2.76% of the total number of pre-buyback equity shares at a price of '500/- (Rupees Five Hundred only) per equity share aggregating to '325 Crore (Rupees Three Hundred and Twenty Five Crore only), being 6.94% and 6.96% of the fully paid-up equity share capital and free reserves of the Company as per the audited standalone and consolidated Financial Statements of the

Company as at March 31,2023, respectively (which is within the statutory limits of 10% of the aggregate of the fully paid up equity share capital and free reserves of the Company, based on both standalone and consolidated Financial Statements of the Company, under the Board approval route as per the provisions of the Act and SEBI (Buyback of Securities) Regulations, 2018 ("the Buyback Regulations"), excluding the transaction cost relating to the buyback, from the members of the Company, including the promoters of the Company, on a proportionate basis under the tender offer route. Pursuant to the provisions of Section 68 of the Act read with rule 17 of the Companies (Share Capital and Debentures) Rules, 2014 and the Buyback Regulations, the amount on account of buyback was paid to the members on September 13, 2023 and the corresponding equity shares were extinguished on September 20, 2023.

PRE AND POST BUYBACK CAPITAL STRUCTURE IS AS UNDER:

4. DIVIDEND

Your Board of Directors, in their meeting held on May 20, 2024, has recommended a final dividend of '4/- (Rupees Four Only) per equity share of face value of '1/- (Rupee One Only) each for the year ended March 31, 2024. The proposed dividend shall be paid subject to the approval of shareholders in the ensuing Annual General Meeting ("AGM") of the Company. 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 Listing 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.

5. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE FIANANCIAL YEAR

During the Financial Year 2023-24, no entity became or ceased to be a Subsidiary, Joint Venture or Associate of the Company.

6. TRANSFER TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company.

7. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2024 is '2,289 Lacs. During the year under review, your Company has successfully completed the buyback as mentioned in Para 3 above.

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

8. TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION & PROTECTION FUND AUTHORITY

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 '5,92,829 (Rupees Five Lacs Ninety Two Thousand Eight Hundred and Twenty Nine Only) to the IEPF Fund during the Financial Year 2023-24. This amount was lying unclaimed with the Company for a period of seven consecutive years or more after the declaration of dividend for the Financial Year 2015-16.

Further, the Company has transferred 1,656 (one thousand six hundred and fifty six) equity shares which belong to 27 (twenty seven) shareholders whose dividend has not been claimed for 7 (seven) consecutive years or more as on the due date of transfer i.e. April 16, 2023, 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.

I n 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/unclaimed-dividends/ and on the IEPF website at www.iepf.gov.in.

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

There are no material changes or commitments that have affected the financial position of the Company between the close of FY 2023-24 till the date of this report.

10. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

11. SEGMENT REPORTING

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

12. CASH FLOW STATEMENT

The Cash Flow Statement, forming part of the financial statements of the Company for the Financial Year ending on March 31, 2024 has been prepared in accordance with Ind AS-7.

13. FAMILIARIZATION AND INDUCTION PROGRAMME FOR DIRECTORS INCLUDING INDEPENDENT DIRECTORS

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 Listing 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 familiarized with the recent developments and changes through various trainings sessions, on a regular basis.

The Company also organises Awareness Programmes and visits to units of the Company for the Independent Non-Executive Directors. During the visit the Independent Directors are apprised on the plants operation system, safety measures initiated thereat, process of power generation etc.

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

14. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has two Subsidiary Companies viz., KRBL DMCC, Dubai (comprises of a step down wholly owned subsidiary) 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 2023-24.

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/policy- guidelines/Policy-For-Determining-Material-Subsidiaries.pdf.

The consolidated Financial Statements of the Company for the Financial Year 2023-24 are prepared in compliance with applicable provisions of the Act, read with the Rules made thereunder, applicable Indian Accounting Standards (Ind-As) and SEBI Listing 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.

15. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD COMPOSITION

The Company values and believes in having a diverse Board. A diverse Board with variation in experience, thoughts, 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, 2024, the Company's Board has a strength of 9 (nine) Directors including 2 (two) Women Directors. The Chairperson of the Board is an Executive Director. The composition of the Board is as below:

* During the year under review, Mr. Surinder Singh (DIN: 08200756) was appointed as Additional Director (Non-Executive Independent) in the Board meeting held on August 10, 2023 and his appointment was approved by the Shareholders at the 30^th AGM of the Company held on September 28, 2023.

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

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

KEY MANAGERIAL PERSONNEL

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:

*During the period under review, Mr. Piyush Asija was appointed as Company Secretary & Compliance Officer w.e.f. February 13, 2024. Ms. Jyoti Verma resigned from the position of Company Secretary w.e.f. closing of business hours of November, 20 2023.

Except as stated above, there was no change in the Key Managerial Personnel of the Company, during the year under review.

DECLARATION BY DIRECTORS

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

a) they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations

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

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

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 has received certification from a Practicing Company Secretary 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

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

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 atleast one-third shall retire at each AGM. Accordingly, Mr. Anil Kumar Mittal, Chairperson and Managing Director being the longest serving Director, will retire at the 31^st AGM and being eligible offers himself for re-appointment without constituting a break in his term as Chairperson and Managing Director.

A brief resume of Mr. Anil Kumar Mittal (DIN: 00030100) along with the other details as stipulated under Regulation 36 of SEBI Listing Regulations and Secretarial Standards on General Meetings ("SS-2") are provided in the Notice for convening the 31^st AGM of the Company.

RETIRING DIRECTORS

Mr. Vinod Ahuja (DIN: 00030390), Mr. Shyam Arora (DIN: 00742924) and Mr. Devendra Kumar Agarwal (DIN: 06754542), Independent Non-Executive Directors of the Company will be retiring from the Board of Directors from closing of business hours on September 13, 2024 due to completion of their second (2^nd) term as Independent NonExecutive Directors of the Company in compliance with Section 149(11) of the Act.

APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

Pursuant to Section 196 of the Act, the term of Managing Director(s) shall not exceed 5 (five) Years at a time, in consequence of which, existing term of office of Mr. Anil Kumar Mittal, Chairman & Managing Director, Mr. Arun Kumar Gupta, Joint Managing Director and Mr. Anoop Kumar Gupta, Joint Managing Director of the Company will be completing on December 01, 2024. On the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on July 31, 2024 approved the reappointment of Mr. Anil Kumar Mittal, Chairman & Managing Director, Mr. Arun Kumar Gupta, Joint Managing Director and Mr. Anoop Kumar Gupta, Joint Managing Director with effect from December 02, 2024 for a term of 5 (five) consecutive years subject to the approval of the shareholders.

On the recommendation of Nomination and Remuneration Committee, the Board of Directors in their meeting held on July 31,2024 approved the re-appointment of Ms. Priyanka Sardana (DIN 00049811) (Independent Non-Executive Director) with effect from September 25, 2024 for a term of consecutive five (5) years subject to the approval of the shareholders.

Further the Board of Directors have approved the appointment of Mr. Ashok Pai (DIN:06874699) as Additional Director (Independent Non-Executive Director) with effect from July 31, 2024 for a term of consecutive five (5) years subject to the approval of the shareholders.

The details of Directors seeking appointment/ re-appointment/change in terms as stipulated under Regulation 36 of SEBI Listing Regulations and SS-2 are provided in the Notice for convening the 31^st AGM of the Company.

16. AUDIT COMMITTEE

The Audit Committee of the Board of Directors has been constituted in conformity with the requirements of the SEBI Listing 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 Listing 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, 2024, the Audit Committee comprises of 4 (four) members out of which 3 (three) are 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'.

17. POLICY ON REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL, SENIOR MANAGERIAL PERSONNEL AND OTHER EMPLOYEES.

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. The said Policy 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 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 Listing 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 full version 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/KRBL_Nomination-Remuneration-and- Board-Diversity-Policy_Adopted.pdf

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS HELD DURING THE FINANCIAL YEAR 2023-24

During the Financial Year under review the Board held 4 (Four) Meetings on May 30, 2023; August 10, 2023; November 09, 2023 and February 13, 2024. 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 202324' in the 'Report on Corporate Governance'.

19. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In terms of the requirements of the Act and the SEBI Listing 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 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.

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.

In addition, the Chairperson was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer the meetings, impartiality, ability to keep shareholder's interests in mind and motivating and providing guidance to the Directors.

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 20, 2024, had concluded the performance evaluation process for the Financial Year 2023-24 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 NonExecutive 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.

I t was further acknowledged that every individual Member and Committee of the Board contributed to the best of their abilities in the overall growth of the organization.

20. DIRECTORS' RESPONSIBILITY STATEMENT

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

i) t hat in the preparation of the Annual Accounts for the Financial Year ending on March 31,2024, 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, 2024 and of the profit of the Company for the Financial Year ending on March 31, 2024;

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, 2024 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.

21. OPERATIONS, PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY

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 Listing Regulations.

22. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

23. DETAILS PURSUANT TO SECTION 197(12) OF THE ACT

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'.

Further, as per second proviso to Section 136(1) of the Act read with Rule 5 of the said rules, the Board's Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as required under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company at investor@krblindia.com up to the date of AGM.

24. ANNUAL RETURN

The draft of Annual Return for Financial Year 2023-24 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 2023-24 within the timelines prescribed under the Act and the same will be made available on the website of your Company.

25. AUDITORS AND AUDITORS' REPORT

I) STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act, M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were reappointed as the Statutory Auditors of the Company by the Shareholders in the 30^th 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 35^th 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:-

Qualified Opinion in the Auditors' Report on the Standalone Financial Statements:

The Enforcement Directorate ("ED") vide their criminal complaint has made certain allegations against the Company, KRBL DMCC (a subsidiary company) and Mr. Anoop Kumar Gupta (JMD) as fully explained in Note 47(A)(3) of the accompanying standalone financial statements. Pending the completion of ongoing investigation of the above matter by regulatory authorities, we are unable to obtain sufficient appropriate audit evidence that adequate internal financial controls with reference to financial statements relevant to prevention and timely detection of management override of controls were established and maintained, and if such controls operated effectively in all material respects, which could potentially result in the Company not providing for adjustment, if any, that may be required to the accompanying standalone financial statements.

Qualified Opinion in the Auditors' Report on the Consolidated Financial Statements:

The ED vide their criminal complaint has made certain allegations against the Holding Company, KRBL DMCC (a subsidiary company) and Mr. Anoop Kumar Gupta (JMD) as fully explained in Note 46(A)(3) of the accompanying consolidated financial statements. Pending the completion of ongoing investigation of the above matter by regulatory authorities, we are unable to obtain sufficient appropriate audit evidence that adequate internal financial controls with reference to financial statements relevant to prevention and timely detection of management override of controls were established and maintained, and if such controls operated effectively in all material respects, which could potentially result in the Group not providing for adjustment, if any, that may be required to the accompanying consolidated financial statements.

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

The Company 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 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.

II) COST AUDITORS

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 2023-24.

A resolution seeking members' approval for the ratification and confirmation of remuneration of Cost Auditors for the Financial Year 2024-25, 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

2022- 23 has been duly filed and for Financial Year

2023- 24, it will be filed within the stipulated time.

III) SECRETARIAL AUDITORS

Pursuant to the provisions under Section 204(1) of the Act, read with rules framed thereunder and Regulation 24A of SEBI Listing 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 2023-24.

The Secretarial Audit Report for the Financial Year 2023-24 in the prescribed form MR-3 is attached as ‘Annexure 4' and forms part of this Report.

The observations given by the Auditors in their Report along with explanation to the same is as below:

"It is observed that the Company's unit located at Alipur, Delhi is only 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."

IV) INTERNAL AUDITORS

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.

26. SECRETERIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors, General Meetings and on voluntary basis, the Standard on Report of the Board of Directors and with Secretarial Standards on Dividend.

27. CORPORATE GOVERNANCE REPORT

At KRBL Limited, Corporate Governance philosophy is rooted on principles of integrity, transparency, accountability and adherence to the highest standards of governance and regulatory compliance. The Company has adopted best in class governance standards and practices to ensure that the Board functions effectively. It is our firm belief that the essence of good Corporate Governance lies in the phrase ‘Your Company'. It is ‘Your Company' because it belongs to you - the Stakeholders. The Chairman and the Directors are ‘Your' fiduciaries and trustees.

We have sincerely followed the best practices to boost the long-term shareholder value and to respect the minority rights. We also perceive it as our inherent responsibility to do accurate and timely disclosures.

Your Company is devoted to benchmarking itself with best global standards for providing good corporate governance. The Act and the SEBI Listing Regulations have strengthened the governance regime in the Country. Your Company complies with the governance requirements provided under SEBI Listing Regulations.

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate section on the Corporate Governance Report forms an integral part of the Annual Report. A certificate from Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under the Listing Regulations, is annexed to the 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/policies-codes-related-documents and are frequently reviewed by the Board of Directors.

28. CSR & ESG COMMITTEE

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 Committee, the Board 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.

The Company has also established a mechanism of focused discussions on ESG matters in meetings and through constitution of specific Committee of Board i.e., Corporate Social Responsibility and ESG Committee

The primary functions of this Committee are inter alia to approve, review and monitor CSR projects & programmes including the expenditure incurred, impact assessment and to review the ESG strategy and reporting.

The CSR & ESG Committee is chaired by Mr. Anil Kumar Mittal, Chairman & Managing Director. The other Members of the Committee are Mr. Anoop Kumar Gupta, Joint Managing Director and Mr. Vinod Ahuja, Independent Non-Executive Director.

The Company's policy on CSR envisages expenditure in areas falling within the purview of Schedule VII of the Act and as permitted under the applicable laws. The detailed CSR policy is available on the Company's website at https:// krblrice.com/policy-guidelines/policy-corporate-social- responsibility.pdf

We elevate concepts such as commitment, growth and sustainability to a level where they extend seamlessly to our surrounding environment and society. Within this sphere, every endeavour we undertake aims for inclusive growth, enriching both our organization and the broader community. This philosophy of holistic well-being serves as our guiding principle, anchoring us to our responsibilities and grounding our actions in the pursuit of collective prosperity.

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 by ensuring environmental sustainability, promoting healthcare, education and many other such activities.

The Annual Report on CSR activities is attached as ‘Annexure 5' forming part of this Report.

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

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 2023-24 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.

In compliance with the SEBI Listing 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.

30. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY

The Company possesses robust internal control systems and top tier processes that align with its size and operational scope. These include. Implementation of an internal control system, commensurating with the size, scale and complexity of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The conduct of Internal Audit is oriented towards the review of internal controls and risks in the Company's operations and covers all functions.

The Audit Committee is presented with a summary of recommendations and follow-up actions thereon. Business risk assessment procedures have been set in place for self-assessment of business risks, operating controls and compliance with corporate policies.

This is an ongoing process to track the evolution of risks and delivery of mitigating action plans. The audit procedures monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating procedures, accounting procedures and policies at all locations of the Company.

The Company has a clearly defined delegation of authority, with limits on the power to approve revenue and expenditures that are regularly reviewed and adjusted as needed. This facilitates seamless decision-making in both day to day operations and in the development of long- and short term business strategies.

The Company has established several Board Committees that are mainly composed of Independent Non-Execuitve 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.

Further, Audit Committee interacts with the Statutory Auditors, Internal Auditors and the Management in dealing with matters within its terms of reference. During the year under review, Internal Financial controls were assessed and no reportable material weakness in the design or operations was observed. Accordingly, the Board believes that the Company's IFCs were adequate and effective during Financial Year 2023-24.

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

31. RISK MANAGEMENT

The Board of Directors of the Company has ensured that effective risk identification, assessment and mitigation strategies are in place. The Board has constituted a Risk Management Committee to frame, implement and monitor the Risk Management Plan for the Company and ensures its effectiveness. The main objective of the Committee is to assist the Board in identifying the different internal and external risks specifically faced by a listed entity, in particular including financial, operational, sectoral, sustainability (particularly ESG related risks), information, cyber security risks or any other risk as may be determined by the Risk Management Committee. The Committee also suggests measures for risk mitigation including systems and processes for internal control of identified risks and formulate business continuity plan etc. The Board of Directors in consultation with the Risk Management Committee has also developed Risk Management Policy for the Company which articulates the Company's approach to address the uncertainties of elements of risk in its endeavour to achieve its stated and implicit objectives. For details refer to 'Report on Corporate Governance'.

32. RATINGS

During the Financial Year 2023-24, the Company obtained various ratings, which are as follows:

* CARE: In September 2023, "CARE" has reviewed and reaffirmed "[CARE]A1+" rating for Commercial Paper (CP) Limits of KRBL Limited.

* ICRA: In February 2024, "ICRA" has reviewed and reaffirmed"[ICRA] AA (Stable)" rating for 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.

33. DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any Deposits during the Financial Year 2023-24 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 2023-24.

34. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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 and an Internal Complaints Committee has also been set up to redress any such complaints received. The policy is available on the Company's website at the weblink: https://krblrice.com/ policy-guidelines/SEXUAL%20HARASSMENT%20POLICY. pdf

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.

35. DEPOSITORY SYSTEM

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, 2024, 99.96% of the Company's Paid-up Equity Share Capital representing 22,88,01,805 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.

36. CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

During the year under review there was no change in Capital Structure and Listing of Shares except the buyback of shares as defined under Para 3 of the Directors' Report. The Company's shares are listed and actively traded on the below mentioned Stock Exchanges:-

I. NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE)

"Exchange Plaza" C-1, Block G,

Bandra-Kurla Complex,

Bandra (East), Mumbai-400 051

II. BSE LIMITED (BSE)

Phiroze Jeejeebhoy Towers,

Dalal Street,

Mumbai-400 001

37. PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THE ACT

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

38. PARTICULARS OF LOAN(S) FROM DIRECTORS UNDER SECTION 73 OF THE ACT

For particulars of loan(s) from Directors refer Note 46 & 43 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.

39. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT

During the Financial Year 2023-24, the Company has entered into transactions with Related Parties. The transactions as entered into by the Company with the Related Parties were in the ordinary course of business and on an arm's length basis are in accordance with the provisions of the Act, read with the rules framed thereunder and SEBI Listing Regulations. Further, there were no transactions with related parties which qualify as Material Transactions under the SEBI Listing Regulations.

The Audit Committee considered, approved Omnibus Approval for entering into transactions with related parties for the Financial Year 2023-24, 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 has a well-defined process of identification of related parties and tracking transactions with related parties, its approval and review process. The Company has a Policy on Related Party Transactions, the same is also available on the Company's website at https://krblrice.com/wp-content/ uploads/2022/03/1.-Policy-on-Related-Party-Transactions.. pdf.

40. DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

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 Listing Regulations, the Company has established a mechanism called ‘Vigil Mechanism (Whistle Blower Policy)' for Directors and Employees to report unethical behavior, 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 2023-24.

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%20 Policy).pdf

41. ENVIRONMENT, HEALTH AND SAFETY ("EHS")

At KRBL Limited, we recognize our responsibility to safeguard the environment, promote health and ensure safety in all aspects of our operations. Through stringent policies and continuous improvement initiatives, we mitigate environmental impact, prioritize employee well-being, and maintain safe working conditions.

By fostering a culture of awareness and accountability, we empower employees to actively contribute to our EHS objectives. Through proactive measures, regular training and effective communication, we strive to achieve excellence in environmental stewardship, employee health and workplace safety.

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

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

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

43. DISCLOSURE ON MATERIAL LEGAL CASES

In addition to the matter(s) reported under Para No. 25, following are the material cases of the Company are as follows:

A portion of land parcels and building thereupon, situated at Dhuri, Punjab was attached by the Directorate of Enforcement (‘ED') to the extent of value of ' 1,532 lakh in connection with a money laundering investigation which is currently pending before the Special Judge, CBI Court. The Appellate Tribunal, PMLA, New Delhi, ("Appellate Tribunal") had restored the possession of the attached land on interim basis in favour of the Company. However, aforesaid attachment would continue till conclusion of the matter. Against the order of the Appellate Tribunal, ED had filed an appeal before the Hon'ble High Court of Delhi, which is pending for hearing. The Company filed an application before the Hon'ble High Court of Delhi for restoration of possession of the land in favour of the Company and High court allowed the Company to take physical possession of the said land parcels and building thereupon for specified purpose against the deposit of ' 1,113 lakh, (deposited on 5 November 2020), as an interim relief until conclusion of the aforesaid matter, without prejudice to the rights and contentions of the parties to be decided in the appeal. The management based upon the legal assessments, is confident that it has a favourable case and the said attachment shall be vacated.

Indirect tax cases mainly comprise of matters relating to VAT, sales tax pending at various levels. It also includes the matters related to mandi fee levied under the Agricultural Produce Market Committee Act, 2003 for an amount of ' 390 lacs.

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

Based on the legal opinion, the Company is of the firm belief that the above demands are not tenable and highly unlikely to be retained by higher authorities and is accordingly not carrying any provision in its books in respect of such demands. The amounts disclosed are based on the orders/ notices received from the authorities.

44. INDUSTRIAL RELATIONS

Your Company understands that establishment of strong industrial relationships 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 endeavor to build and nurture strong bonding with its trade partners based on mutuality, respect and cooperation with each other and consistent with consumer interest.

45. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Pursuant to applicable regulations 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, The Company has a comprehensive Insider Trading Policy which includes:

1. Code of Conduct to Regulate, Monitor and Report trading by Insiders;

2. Code of Practices & Procedures for fair disclosure of Unpublished Price Sensitive Information and Policy for determination of "Legitimate Purpose";

3. Policy & Procedures for inquiry in case of leak of Unpublished Price Sensitive Information.

The said Code is available on the Company's website at the weblink https://krblrice.com/wp-content/uploads/2024/07/ KRBL_Insider_Trading_Policy.pdf

46. MAJOR AWARDS AND CERTIFICATIONS

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 39 of the Annual Report.

47. GENERAL

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) Issue 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.

iii) 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.

48. APPRECIATION

The Directors wish to convey their deep appreciation to all the Employees, Customers, Vendors, Investors and Consultants/Advisors of the Company for their sincere and dedicated services as well as their collective contribution to the Company's performance.

The Directors thank the Government of India, Governments of various States in India, Governments of various Countries and concerned Government departments for their co-operation.

The Directors appreciate and value the contribution made by every member, employee and their family.