Your Board of Directors are pleased to share with you the 32^nd 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.

1. OVERVIEW OF FINANCIAL PERFORMANCE

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

2. STATE OF COMPANY AFFAIRS

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

Ý Revenue from operations stood at 55,59,381 Lakhs
(March 31, 2024 55,38,469 Lakhs).

Ý Earnings before interest, tax, depreciation and
amortisation (EBITDA) stands at 573,566 Lakhs
(March 31, 2024 589,925 Lakhs).

Ý Profit before tax (PBT) stood at 564,001 Lakhs
(March 31, 2024 579,578 Lakhs).

Ý Profit after tax (PAT) stood at 547,605 Lakhs
(March 31, 2024 559,586 Lakhs).

Ý Total comprehensive income for the year stood at
547,396 Lakhs (March 31, 2024 559,407 Lakhs).

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

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

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

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

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

Ý 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.

3. DIVIDEND

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.

4. 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 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.

5. TRANSFER TO RESERVES

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

6. SHARE CAPITAL

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.

7. 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
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.

8. 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 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.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

10. SEGMENT REPORTING

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

11. CASH FLOW STATEMENT

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.

12. FAMILIARISATION 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 (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.

I n 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

13. SUBSIDIARY COMPANY AND CONSOLIDATED
FINANCIAL STATEMENTS

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.

14. 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,
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.

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:

DECLARATION BY DIRECTORS

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

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 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 32^nd 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 32^nd 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.

APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

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 31^st 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/ re¬
appointment as stipulated under Regulation 36 of
SEBI Listing Regulations and SS-2 is provided in the
Notice for convening the 32^nd AGM of the Company.

AUDIT COMMITTEE

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'.

15. POLICY ON REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL, SENIOR MANAGEMENT
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 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

16. NUMBER OF MEETINGS OF THE BOARD OF
DIRECTORS HELD DURING THE FINANCIAL YEAR
2024-25

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'.

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

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.

18. 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) 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.

19. 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 (LODR) Regulations.

20. 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.

21. 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'.

22. ANNUAL RETURN

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.

23. 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 re-appointed 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") 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

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

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.

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 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.

III) SECRETARIAL AUDITORS

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.

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.

V) REPORTING OF FRAUDS BY AUDITORS

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.

24. 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 and General Meetings.

25. CORPORATE GOVERNANCE REPORT

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.

26. CSR & ESG COMMITTEE

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.

27. 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 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.

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

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.

29. RISK MANAGEMENT

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'.

30. RATINGS

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

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

Ý 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.

31. DISCLOSURE ON DEPOSITS UNDER CHAPTER V

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.

32. 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.

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.

33. 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, 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.

34. CHANGE IN CAPITAL STRUCTURE AND LISTING
OF SHARES

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:

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

35. PARTICULARS OF LOAN(S), GUARANTEE(S) OR
INVESTMENT(S) UNDER SECTION 186 OF THEACT

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

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

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.

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

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 2024¬
25 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.

38. 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 (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

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

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 stakeholder¬
centric 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.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERNS 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.

41. DISCLOSURE ON MATERIAL LEGAL CASES

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.

42. INDUSTRIAL RELATIONS

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.

43. CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING

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.

44. 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 14 of the Annual Report.

45. COMPLIANCE DECLARATION UNDER THE
MATERNITY BENEFIT ACT, 1961

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.

46. 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) 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.

47. Acknowledgement

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.

For and on behalf of the Board of Directors
Anil Kumar Mittal

Place : Noida Chairperson and Managing Director

Date : August 07, 2025 DIN-00030100