2. STATE OF COMPANY AFFAIRS
Consolidated Performance

The key highlights of the performance during
the financial year ended 31 March 2026 on a
consolidated basis are as under:

Ý Revenue from operations stood at 16,09,786
Lakhs (31 March 2025 15,59,381 Lakhs).

Ý Earnings before interest, tax, depreciation and
amortisation (EBITDA) stood at 197,248 Lakhs
(31 March 2025 173,566 Lakhs).

Ý Profit before tax (PBT) stood at 187,295 Lakhs
(31 March 2025 164,001 Lakhs).

Ý Profit after tax (PAT) stood at 164,804 Lakhs
(31 March 2025 147,605 Lakhs).

Ý Total comprehensive income for the year stood
at 164,629 Lakhs (31 March 2025 147,396 Lakhs).

Ý Return on Capital Employed (ROCE) stood at
14.50% (31 March 2025 11.37%)

Ý Net Worth of the Company increased by 10.80%
to 15,80,649 Lakhs (31 March 2025 15,24,031
Lakhs).

Ý 5.93% CAGR growth in revenue (over the last
decade).

Ý 6.04 % CAGR growth in EBITDA (over the last
decade).

Ý 6.76% CAGR growth in Net Profit (over the last
decade).

Ý Earnings per Equity Share (EPS) for the year
stood at 128.31 (31 March 2025 120.80).

Standalone Performance

The key highlights of the performance during the
financial year ended 31 March 2026 on a standalone
basis are as under:

Ý Revenue from operations stood at 16,09,786
Lakhs (31 March 2025 15,59,381 Lakhs).

Ý Earnings before interest, tax, depreciation and
amortisation (EBITDA) stood at 197,195 Lakhs
(31 March 2025 173,523 Lakhs).

Ý Profit before tax (PBT) stood at 187,259 Lakhs
(31 March 2025 163,976 Lakhs).

Ý Profit after tax (PAT) stood at 164,768 Lakhs (31
March 2025 147,580 Lakhs).

Ý Total comprehensive income for the year stood
at 164,477 Lakhs (31 March 2025 147,329 Lakhs).

Ý Return on Capital Employed (ROCE) stood at
14.52% (31 March 2025 11.38%)

Ý Net Worth of the Company increased by 10.79%
to 15,79,577 Lakhs (31 March 2025 15,23,111
Lakhs).

Ý 6.14% CAGR growth in revenue (over the last
decade).

Ý 5.39% CAGR growth in EBITDA (over the last
decade).

Ý 5.72% CAGR growth in Net Profit (over the last
decade).

Ý Earnings per Equity Share (EPS) for the year
stood at 128.30 (31 March 2025 120.79).

A detailed analysis of the overall performance
is provided in the Management Discussion and
Analysis Report, which forms part of this Report.
The Members may also refer to the Notes to
the Standalone and Consolidated Financial
Statements for segment-wise financial information
and performance.

3. DIVIDEND

Declaration and Payment of Dividend

The Board of Directors are pleased to recommend
a dividend of 14.50/- (450%) per equity share of
face value of 11.00/- each for the financial year
ended 31 March 2026.

The recommendation has been made after
considering the parameters set out in the
Company’s Dividend Distribution Policy and will be
paid out of the profits of the Company for the year
under review.

The proposed dividend is subject to the approval
of the Members at the 33^rd Annual General Meeting

(“AGM”) of the Company scheduled to be held on
Thursday, 24 September 2026. Upon approval,
the dividend payout would amount to 110,300.05
Lakhs, representing 66.33% of the standalone net
profit of the Company for the financial year ended
31 March 2026.

The dividend, if declared by the Members at the
AGM, shall be paid within 30 days from the date
of 33^rd AGM, in accordance with the applicable
provisions of the Act and the rules made thereunder.

Pursuant to the provisions introduced by the
Finance Act, 2020, dividend income is taxable in
the hands of Members. Accordingly, the Company is
required to deduct tax at source from the dividend
payable to Members at the rates prescribed under
the Income-tax Act, 2025.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (LODR)
Regulations, the Board has adopted a Dividend
Distribution Policy, which is available on the
Company’s website and can be accessed at:https://
krblrice.com/wp-content/uploads/2024/05/
REVISED DIVIDEND DISTRIBUTION POLICY-1.
pdf

Unclaimed Dividends

The details of dividends declared by the Company
that remain unclaimed as on 31 March 2026 are
provided in the Corporate Governance Report
forming part of the Annual Report.

4. TRANSFER TO RESERVES

Pursuant to the provisions of the Act, the Board
has decided not to transfer any amount to the
General Reserve for the financial year ended 31
March 2026, and has retained the profits of the
Company as retained earnings.

5. SHARE CAPITAL

During the year under review, there was no change
in the Authorised and Paid-up Share Capital of
the Company.

As on 31 March 2026, the share capital structure of
the Company stood as follows:

a. The Authorized Share Capital was
130,00,00,000/- (Rupees Thirty Crores only)
divided into 30,00,00,000 equity shares of
11/- each.

b. The Issued and Subscribed Equity Share
Capital of the Company was 122,97,44,892/-
(Rupees Twenty-Two Crores Ninety-
Seven Lakhs Forty-Four Thousand Eight
Hundred and Ninety-Two only) divided into
22,97,44,892 equity shares of 11/- each.

c. The Paid-up Equity Share Capital of the
Company was 122,88,89,892/- (Rupees
Twenty-Two Crores Eighty-Eight Lakhs
Eighty-Nine Thousand Eight Hundred and
Ninety-Two only) divided into 22,88,89,892
equity shares of 11/- each.

The difference between the Issued and Subscribed
Equity Share Capital and Paid-up Equity Share
Capital is on account of forfeiture of 8,55,000
equity shares of II/- each.

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

6. CHANGES IN THE NATURE OF BUSINESS

During the year under review, the Board of
Directors, at its meeting held on 7 August 2025,
and the Members of the Company, by way of a
Special Resolution passed at the 32^nd AGM of the
Company held on 24 September 2025, approved
the alteration of the Memorandum of Association of
the Company by including ‘real estate development
and allied activities’ in the Objects Clause thereof.

Except as stated above, there was no change in the
nature of business of the Company during the year
under review.

7. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There have been no material changes and
commitments affecting the financial position of
the Company that have occurred between the
close of the financial year ended 31 March 2026
and the date of this Report.

8. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

The Company has three Subsidiary Companies viz.,
K B Exports Private Limited, KRBL FZCO (erstwhile
KRBL DMCC), and KRBL LLC a step down wholly
owned subsidiary (a subsidiary of KRBL FZCO.
There is no Joint Venture or 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 ended 31 March 2026.

During the year under review, no company became
or ceased to be a subsidiary, joint venture or
associate of the Company.

Material Subsidiaries

As per the criteria prescribed under the SEBI
(LODR) Regulations and the Company’s policy
for determination of a material subsidiary, the
Company does not have any material subsidiary.
The said policy is available on the Company’s
website and can be accessed athttps://krblrice.
com/wp-content/uploads/2024/05/Policy-For-
Determining-Material-Subsidiaries-1.pdf

9. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of
the Act, the consolidated financial statements of
the Company have been prepared in accordance
with the applicable Indian Accounting Standards
prescribed under the Act and form part of the
Annual Report.

Further, a separate statement containing the salient
features of the financial statements of Subsidiaries
in the prescribed Form AOC-1 is annexed to the
Financial Statements.

Pursuant to the provisions of Section 136 of the
Act, the standalone and consolidated financial
statements of the Company, together with the
financial statements and other relevant documents
of its subsidiaries, are available on the Company’s
website athttps://krblrice.com/investor-relations/
financial-information/

10. BOARD OF DIRECTORS

The Board of Directors of the Company comprises
individuals with diverse skills, expertise and
experience across various fields, enabling effective
oversight and strategic guidance of the Company’s
business and affairs.

As on 31 March 2026, the Board comprised eight
Directors, consisting of four Non-Executive
Independent Directors and four Executive
Directors. Details of the composition of the Board
are provided in the Corporate Governance Report,
which forms part of the Annual Report.

I n accordance with the requirements of the SEBI
(LODR) Regulations, the Board has identified the
key skills, expertise and competencies required
in the context of the Company’s business and
sector. The details of the core skills, expertise and
competencies of the Directors are set out in the
Corporate Governance Report forming part of the
Annual Report.

The Board is of the opinion that all the Directors
possess the requisite integrity, expertise, experience
and proficiency and are competent to discharge
their duties and responsibilities effectively.

The criteria for determining qualifications and
positive attributes of Directors are set out in the
Nomination, Remuneration and Board Diversity
Policy of the Company, which is available on
the Company’s website athttps://krblrice.com/
wp-content/uploads/2024/08/Nomination-
Remuneration-And-Board-Diversitv-Policv.pdf.

Changes in the Board of Directors

Ý Mr. Ashok Pai (DIN: 06874699) tendered
his resignation from the Directorship of the
Company with effect from the close of business
hours on 8 April 2025.

Ý Mr. Desh Raj Dogra (DIN: 00226775) was
appointed as Non-Executive Independent
Director of the Company with effect from
4 July 2025.

Ý Mr. Anil Kumar Chaudhary (DIN: 03256818)
tendered his resignation from the Directorship
of the Company with effect from the close of
business hours on 8 September 2025.

Ý Mr. Sudhir Garg (DIN: 01585908) was appointed
as Non-Executive Independent Director of the
Company with effect from 4 December 2025.

Re-appointment of Director retiring by rotation

Mr. Anoop Kumar Gupta (DIN: 00030160), Joint
Managing Director of the Company, being liable
to retire by rotation at the ensuing 33^rd AGM,
and being eligible, has offered himself for re¬
appointment.

A brief profile of Mr. Anoop Kumar Gupta, along
with other disclosures required under Regulation
36 of the SEBI (LODR) Regulations and Secretarial
Standard on General Meetings, is provided in the
Notice convening the 33^rd AGM.

Independent Directors

As on 31 March 2026, the Company had four
Non-Executive Independent Directors, namely
Ms. Priyanka Sardana, Mr. Surinder Singh, Mr. Desh
Raj Dogra and Mr. Sudhir Garg.

The Non-Executive Independent Directors have
submitted declarations confirming that they meet
the criteria of independence prescribed under
Section 149(6) of the Act, read with the rules made
thereunder, and Regulation 16(1)(b) of the SEBI
(LODR) Regulations. They have also confirmed
compliance with the Code for Independent
Directors prescribed under Schedule IV to the Act.

I n terms of Regulation 25(8) of the SEBI (LODR)
Regulations, the Non-Executive Independent
Directors have confirmed that they are not aware
of any circumstance or situation, existing or
anticipated, which could impair or impact their
ability to discharge their duties with an objective
and independent judgement. The Non-Executive
Independent Directors have further confirmed
that they are not debarred from holding the office
of Director by virtue of any order of SEBI or any
other authority.

Based on the declarations received and after
undertaking due assessment of the veracity
thereof, the Board is of the opinion that all the
Non-Executive Independent Directors fulfil the
conditions specified in the Act and the SEBI
(LODR) Regulations and are independent of the
management. The Board is also satisfied with the
integrity, expertise, experience and proficiency of
the Independent Directors.

The Non-Executive Independent Directors
have complied with the requirements relating
to inclusion of their names in the Independent
Directors’ databank maintained by the Indian
Institute of Corporate Affairs and have fulfilled
the requirements relating to the online proficiency
self-assessment test, wherever applicable, in
accordance with the provisions of Section 150
of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors)
Rules, 2014.

Board Meetings

The Board of Directors meet at regular intervals
to consider and review, inter alia, the Company’s
business performance, strategic matters,

governance framework and statutory compliances.
The agenda and detailed notes on agenda items
are circulated in advance to enable the Directors
to make informed decisions.

Approvals for urgent business requirements,
wherever necessary, may be obtained through
resolutions passed by circulation or by convening
meetings at shorter notice, in accordance with
the applicable provisions of the Act and the
Secretarial Standards.

During the year under review, seven (7) meetings
of the Board of Directors were held. The details
of the meetings and attendance of the Directors
thereat are provided in the Corporate Governance
Report, which forms part of the Annual Report.

The gap between any two consecutive Board
meetings did not exceed 120 days, in compliance
with the provisions of the Act and the SEBI (LODR)
Regulations and Secretarial Standards on the
Meetings of the Board of Directors.

11. KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Sections 2(51)
and 203 of the Act, the following are designated as
the Key Managerial Personnel of the Company as
on 31 March 2026:

a) Mr. Anil Kumar Mittal - Chairman &

Managing Director

b) Mr. Arun Kumar Gupta - Joint
Managing Director

c) Mr. Anoop Kumar Gupta - Joint
Managing Director

d) Ms. Priyanka Mittal - Whole-time Director

e) Mr. Ashish Jain, Chief Financial Officer
Note:

1. During the year under review, Mr. Piyush Asija tendered
his resignation from the position of Company Secretary &
Compliance Officer of the Company with effect from the
close of business hours on 27 February 2026.

2. Subsequent to the close of the financial year ended 31
March 2026, Mr. Shubham Kandhway was appointed
as the Company Secretary & Compliance Officer of the
Company with effect from 14 May 2026.

12. COMMITTEES OF THE BOARD

In compliance with the requirements of the Act
and the SEBI (LODR) Regulations, the Board has
constituted the following statutory committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders’ Relationship Committee

d. Risk Management Committee

e. CSR & ESG Committee

Details relating to the composition, terms of
reference and meetings of the aforesaid committees
are provided in the Corporate Governance Report,
which forms part of the Annual Report.

In addition to the above, the Board has also
constituted a Borrowing & Investment Committee.

13. FRAMEWORK FOR NOMINATION &
APPOINTMENT OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT

Pursuant to the provisions of Section 178 of the Act
and Regulation 19 of the SEBI (LODR) Regulations,
the Nomination and Remuneration Committee
(“NRC”) has formulated, and the Board has
approved, the Nomination, Remuneration and
Board Diversity Policy of the Company. The
said policy, inter alia, lays down the criteria for
appointment, re-appointment, remuneration,
evaluation and removal of Directors, Key Managerial
Personnel and Senior Management Personnel and
also incorporates the Board Diversity Policy. The
aforesaid policy is available on the Company’s
website athttps://krblrice.com/wp-content/
uploads/2024/08/Nomination-Remuneration-
And-Board-Diversity-Policy.pdf.

The NRC assists the Board in matters relating to
the appointment, re-appointment and succession
planning of Directors, Key Managerial Personnel
and Senior Management Personnel. The NRC
periodically reviews the composition of the
Board to ensure an appropriate balance of skills,
expertise, experience and diversity, having regard
to the Company’s business requirements and
strategic objectives.

The NRC evaluates potential candidates based
on their qualifications, experience, integrity,
expertise and other attributes considered relevant
for the effective discharge of their duties and
responsibilities before making recommendations
to the Board.

The Company’s governance framework places
due emphasis on an appropriate mix of skills and
diversity on the Board, effective functioning of
the Board and its Committees, and succession
planning for leadership positions.

Board Diversity

The Company recognises the importance of
diversity on the Board and believes that an
appropriately diverse Board enhances the
quality of deliberations and decision-making.
In constituting the Board, due regard is given to
diversity of thought, professional experience,
industry knowledge, age, gender and other
relevant attributes, thereby ensuring a balanced
and inclusive Board composition.

Remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel

The remuneration framework of the Company
is designed to attract, retain and motivate
qualified personnel and is aligned with individual

performance, responsibilities and the long-term
objectives of the Company.

The details of remuneration paid to the Directors
are provided in the Corporate Governance Report
forming part of the Annual Report.

14. BOARD EVALUATION

I n accordance with the requirements of the Act,
the SEBI (LODR) Regulations and Nomination,
Remuneration and Board Diversity Policy of the
Company, an annual evaluation of the performance
of the Board, its Committees and individual
Directors of Company was carried out during the
year under review.

The evaluation was undertaken in accordance
with the framework approved by the Nomination
and Remuneration Committee and the Board. The
performance of the Board, its Committees and
individual Directors was evaluated having regard
to various parameters, including composition,
effectiveness, participation, governance oversight
and discharge of responsibilities.

In a separate meeting of the Independent
Directors, the performance of the Chairman, Non¬
Independent Directors and the Board as a whole
was reviewed. The outcome of the evaluation was
discussed by the Board and the Nomination and
Remuneration Committee.

Further details of the Board Evaluation process
are provided in the Corporate Governance Report,
which forms part of the Annual Report.

15. I NTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY

The Company has in place adequate internal
financial controls and internal control systems.
These controls and systems commensurate with
the size, scale and complexity of Company’s
operations. These controls are designed to provide
reasonable assurance regarding the orderly and
efficient conduct of business, safeguarding of
assets, prevention and detection of frauds and
errors, accuracy and completeness of accounting
records, and the timely preparation of reliable
financial information.

The Company’s internal control framework is
supported by documented policies, procedures
and authority matrices, which are periodically
reviewed to ensure their continued effectiveness
and alignment with business requirements.

The Internal Audit function conducts periodic
reviews of the adequacy and effectiveness of
internal controls, risk management processes
and governance practices across the Company.
Significant audit observations and the status of
corrective actions are periodically reviewed by the
Audit Committee.

The Audit Committee regularly interacts with
the Statutory Auditors, Internal Auditors and
the Management to review the adequacy and

effectiveness of the internal control environment
and matters falling within its terms of reference.

Based on the evaluation of the internal financial
controls framework and the representations
received from the Management, the Board is of the
opinion that the Company has adequate internal
financial controls with reference to the financial
statements and that such controls were operating
effectively as on 31 March 2026.

The Report of the Statutory Auditors on the Internal
Financial Controls over Financial Reporting forms
part of the Financial Statements.

16. RISK MANAGEMENT

The Company has established a robust risk
management framework to identify, assess,
monitor and mitigate risks that may impact
the achievement of its strategic and business
objectives. The framework is supported by the
Enterprise Risk Management Policy, which is
reviewed periodically and is applicable across all
business operations and units of the Company.

The Board of Directors have overall responsibility
for overseeing the Company’s risk management
framework and periodically reviews key risks
and mitigation measures. The Risk Management
Committee assists the Board in monitoring
and evaluating the effectiveness of the risk
management framework and provides guidance
on risk-related matters.

The Company follows a structured and integrated
approach to risk management, encompassing
both top-down and bottom-up risk assessment
processes. Risks are identified, evaluated and
prioritised based on their likelihood and potential
impact, and appropriate mitigation measures are
implemented and monitored on an ongoing basis.

The Chief Risk Officer, together with the risk
management team and designated risk owners, is
responsible for the implementation and monitoring
of the Company’s risk management processes.
The framework is designed to safeguard the
Company’s assets, ensure regulatory compliance,
support informed decision-making and enhance
operational resilience.

The Board has reviewed the risk management
framework of the Company and is of the opinion that
no element of risk exists which, in its assessment,
may threaten the existence of the Company.

For further details on the Company’s risk
governance framework and key business risks,
please refer to the Corporate Governance Report
and the Management Discussion and Analysis
forming part of the Annual Report.

17. CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to conducting its
business in a socially responsible and sustainable
manner. Guided by the principles of inclusive
growth and environmental stewardship, the
Company undertakes initiatives aimed at improving

the quality of life of communities, promoting
environmental sustainability and contributing to
the socio-economic development of society.

Pursuant to the provisions of Section 135 of
the Act read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as
amended, the Company has adopted a Corporate
Social Responsibility ("CSR”) Policy on the
recommendation of the CSR & ESG Committee.
The CSR Policy provides the framework for
undertaking CSR activities directly or through
eligible implementing agencies in accordance with
Schedule VII to the Act.

The CSR & ESG Committee assists the Board in
discharging its responsibilities relating to CSR and
also provides oversight on environmental, social
and governance ("ESG”) matters. As on 31 March
2026, the Committee comprised Mr. Anoop Kumar
Gupta, Joint Managing Director as Chairperson,
Mr. Anil Kumar Mittal, Chairman & Managing
Director and Ms. Priyanka Sardana, Non-Executive
Independent Director as Members.

The CSR programmes are implemented in
accordance with the Annual Action Plan approved
by the Board based on the recommendations of
the CSR & ESG Committee. The Company’s CSR
initiatives focus on areas such as healthcare and
sanitation, education and skill development,
environmental sustainability, rural development
and research and development, in line with the
provisions of Schedule VII to the Act. 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 CSR Policy is available on the Company’s
website athttps://krblrice.com/wp-content/
uploads/2024/05/policv-corporate-social-
responsibility.pdf.

The Annual Report on CSR activities for the financial
year ended 31 March 2026, as required under the
Act, is annexed to this Report as ‘Annexure 1’.

Pursuant to Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the
Company undertook impact assessment of its
eligible CSR projects through an independent
external agency, wherever applicable.

The impact assessment report(s), as required under
the applicable provisions of the Act and the rules
made thereunder, are available on the Company’s
website athttps://krblrice.com/investor-relations/
corporate-governance

18. Management Discussion and Analysis

Pursuant to Regulation 34 of the SEBI (LODR)
Regulations, the Management Discussion and
Analysis Report forms part of the Annual Report.

19. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (LODR)
Regulations, the Business Responsibility and
Sustainability Report (“BRSR”) of the Company
for the financial year ended 31 March 2026 forms
part of the Annual Report.

The BRSR provides disclosures on the Company’s
ESG performance and initiatives and includes
disclosures against the nine principles of the
National Guidelines on Responsible Business
Conduct (NGRBC), comprising both Essential
Indicators and Leadership Indicators, as prescribed
by the Securities and Exchange Board of India.

The BRSR Core disclosures also form part of the
Annual Report.

20. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report, pursuant
to Regulation 34 read with Schedule V of the
SEBI (LODR) Regulations, forms part of the
Annual Report.

The certificate from the Practicing Company
Secretary regarding compliance with the conditions
of Corporate Governance as prescribed under the
SEBI (LODR) Regulations, is annexed thereto.

21. 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 ended on 31 March 2026,
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 31 March 2026 and of the profit of
the Company for the financial year ended on
31 March 2026;

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) that the Annual Financial Statements for the
financial year ended on 31 March 2026 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 and operating effectively.

22. 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 at the
30^th AGM of the Company held on 28 September
2023 for a period of 5 (five) consecutive 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.

Board’s Response: 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 31 March 2022. During the
Financial Year ended 31 March 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.

23. 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 (Firm Registration No. - 000290),
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 ended
31 March 2026.

A resolution seeking members’ approval for the
ratification and confirmation of remuneration
of Cost Auditors for the financial year ended
31 March 2026, forms part of the Notice calling
AGM of the Company.

Based on the recommendation of the Audit
Committee the Board of Directors have re¬
appointed M/s. HMVN & Associates, Cost
Accountants, as the Cost Auditors of the Company
for the financial year ending 31 March 2027.

24. COST RECORDS

Pursuant to the provisions of Section 148(1) of the
Act, the Company has maintained the prescribed
cost records in respect of its applicable products
and activities during the financial year ended 31
March 2026.

The cost records of the Company for the financial
year ended 31 March 2026 are subject to audit
by 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 who were appointed as the Cost Auditors
of the Company.

25. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of
the Act read with Regulation 24A of the SEBI
(LODR) Regulations, M/s. DMK Associates,
Company Secretaries (Firm Registration Number
PE2006DE003100, having their office at 31/36
Basement, Old Rajender Nagar, Delhi-110060,
were appointed as the Secretarial Auditors of the
Company by the Shareholders at the 32^nd AGM
of the Company held on 14 September 2025 for
a term of 5 (five) years for conducting Secretarial
Audit of FY 2025-26 till FY 2029-30.

The Secretarial Audit Report for the Financial
Year 2025-26 in the prescribed Form MR-3 is
attached as ‘Annexure 2’ and forms part of
the Report. The Secretarial Auditors have the
following observations:

a. 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.

Board’s Response:

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

b. a procedural deviation was observed in
relation to a single event with respect to the
recording of Minutes, entry of Minutes in the
Minutes Book and signing thereof within the
prescribed timelines.

Board’s Response:

The aforesaid deviation was limited to a
single instance and was procedural in nature.
Appropriate process improvements have
been made.

26. SECRETARIAL 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, save and except
as a procedural deviation was observed in relation
to a single event with respect to the recording
of Minutes, entry of Minutes in the Minutes
Book and signing thereof within the prescribed
timelines. The management has taken required
process improvements.

27. INTERNAL AUDITORS

The Company has appointed M/s. S S Kothari
Mehta & Co. LLP, Chartered Accountants (Firm
Registration No. - 000756N/ N500441), having
their office at Plot No. 68, Okhla Industrial Area,
Phase-III, New Delhi - 110020, as the Internal
Auditors of the Company for the financial year
ended 31 March 2026.

Based on the recommendation of the Audit
Committee the Board of Directors have re¬
appointed M/s. S S Kothari Mehta & Co. LLP,
Chartered Accountants, as the Internal Auditors
of the Company for the financial year ending
31 March 2027.

28. 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.

29. RELATED PARTY TRANSACTIONS

On the recommendation of the Audit Committee,
the Board of Directors of the Company has
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
SEBI (LODR) Regulations, the Act and the Rules
made thereunder which is reviewed frequently
by the Board, the policy is also available on the
Company’s website athttps://krblrice.com/wp-
content/uploads/2024/05/1-RPT-Policv.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 ended 31 March 2026, 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 ended
31 March 2026, which are repetitive in nature, on
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 the Report.

During the financial year ended 31 March 2026,
all related party transactions entered into by
the Company were in the ordinary course of
business and on an arm’s length basis. None of
the transactions with related parties were material
in nature or attracted the provisions of Section
188(1) of the Act requiring disclosure in Form
AOC-2. Accordingly, the disclosure of particulars
of contracts or arrangements with related parties
in Form AOC-2, as prescribed under Section 134(3)
(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, is not applicable to the
Company for the year under review.

30. ANNUAL RETURN

The draft of Annual Return for the financial year
ended 31 March 2026, 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 athttps://krblrice.
com/annual-return/.The Company will file the
Annual Return with Registrar of Companies for
the financial year ended 31 March 2026 within
the timelines prescribed under the Act and the
same will be made available on the website of
your Company.

31. PARTICULARS OF EMPLOYEES

The information required pursuant to Section
197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to
this Report as ‘Annexure 3’.

The statement containing the particulars of
employees as required under Section 197(12)
of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 provided in a
separate annexure forming part of this report.

Further, the report and the accounts are being sent
to the Members excluding the aforesaid annexure.
In terms of Section 136 of the Act, the said annexure
is open for inspection and any Member interested
in obtaining a copy of the same may write to the
Company Secretary.

32. 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.

33. PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS BY THE COMPANY

Details of loans, guarantees and investments
are given in the Notes to the Standalone and
Consolidated Financial Statements respectively.

34. 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 Chairperson
of the Audit Committee of the Company. No person
has been denied access to the Chairperson of the
Audit Committee. The Company has not received
any complaint under this mechanism during the
financial year ended 31 March 2026.

Whistle Blower Policy as approved by the
Board is available on the Company’s website at
the weblinkhttps://krblrice.com/wp-content/
uploads/2024/05/Vigil-Mechanism-Whistle-
Blower-Policy-1.pdf

35. 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
Committee in line with the statutory requirements
for its Corporate Office, Registered Office and all
its Units.

The Company has a policy in place which,
keeping in mind the rapid changes in the external
environment, incorporates aspects such as its
applicability to virtual spaces, business travel,
locations associated with work duties, gender
neutrality, etc. The Policy also establishes a clear
and concise mechanism for lodging complaints
and 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/2024/05/1.-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 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
under review.

36. COMPLIANCE WITH MATERNITY BENEFIT
ACT, 1961

The Company is in compliance with the provisions
of the Maternity Benefit Act, 1961, as amended
from time to time. The Company remains
committed to providing a supportive and inclusive
work environment for its women employees and
extends all benefits as prescribed under the
applicable laws.

37. DISCLOSURE ON DEPOSITS UNDER
CHAPTER V

The Company has neither accepted nor renewed
any Deposits during the financial year ended
31 March 2026 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 2025-26.

38. 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 4’ and forms part of the Report.

39. INDUSTRIAL RELATIONS

The Company firmly believes that maintaining
healthy and harmonious industrial relations is
essential for sustainable growth and operational
excellence. The Company continues to foster
a positive work environment through open
communication, transparent policies and effective
grievance redressal mechanisms, thereby
promoting mutual trust, collaboration and
employee engagement.

The Company remains committed to upholding fair
employment practices and respecting the rights
and welfare of its employees. Regular dialogue
and constructive engagement with employees
contribute to a positive workplace culture and
support organisational effectiveness.

The Company has maintained cordial and
harmonious industrial relations across all its
locations during the year under review. The
Board places on record its appreciation for the
dedication, commitment and contributions of all
employees, whose continued efforts have enabled
the Company to achieve its business objectives in
a competitive environment.

The Company also acknowledges the valuable
support and cooperation received from its
distributors, retailers, stockists, suppliers and
other business associates. The Company remains
committed to strengthening these relationships
through mutual trust, respect and collaboration,
while continuing to serve the interests of its
customers and other stakeholders.

40. 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 the 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.

41. 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 Business Responsibility
and Sustainability Reporting.

42. DISCLOSURE ON MATERIAL LEGAL CASES

The material cases of the Company are as follows:

A. 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 11,532 Lakhs
in connection with an investigation which is
currently pending before the Special Judge,
PMLA 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 11,113
Lakhs, without prejudice to the rights and
contentions of the parties to be decided in
the appeal.

During the preceding financial year, the
Hon’ble High Court of Delhi, directed the
Appellate Tribunal to reconsider Company’s
plea and whether the said amount should be
refunded or not.

Further, the Appellate Tribunal directed the ED
to refund 1 1,113 lacs to the Company within eight
weeks from the date of receipt of the order.
The refund, in accordance with the aforesaid
was received on 6 March 2026. However, the
aforesaid attachment shall continue until final
adjudication by the Appellate Tribunal under
the PMLA. 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 financial statements.

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 Statement.

B. 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 FZCO (KRBL DMCC) (a subsidiary of
Company) and one of the Joint Managing
Director (JMD) of the Company for certain
transactions assumed to be undertaken in the
prior years.

As per criminal complaint filed by the ED, it
is alleged that M/s Rawasi Al Khaleej General
Trading LLC (‘RAKGT’) had received proceeds
of crime of USD 24.62 Million in Agusta
Westland case during the period 2008-2010
which in turn had been transferred to the
Company through KRBL FZCO (KRBL DMCC).
Based on the affidavit filed by Balsharaf
Group (one of the customers of the Company)
in the Hon’ble High Court of Delhi, the amount
of USD 24.62 Million had been received by
RAKGT in the account of Balsharaf Group.
However, ED had attached 1,43,33,221 shares
of Balsharaf Group held in KRBL Limited.

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 of the Company 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 proceedings are at the
initial stage of service of summons on the
remaining unserved accused.

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
financial statements.

C. Other matters comprise of civil cases under
Code of Civil Procedure, 1908; Trade Marks
Act, 1999; Consumer Protection Act, 2019;
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.

43. CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING

Pursuant to applicable SEBI (Prohibition of
Insider Trading) Regulations, 2015, (“SEBI PIT
Regulations”) 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:

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

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

C. 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 the Company and serves as a
guideline to the Designated Persons covered
under KRBL Insider Trading Policy for dealing
in securities of the Company. 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 weblinkhttps://
krblrice.com/wp-content/uploads/2024/07/
KRBL Insider Trading Policv.pdf.

44. OTHER DISCLOSURES

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
Employees’ Stock Options Schemes.

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.

45. ACKNOWLEDGEMENT

Financial year ended 31 March 2026, 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 acknowledges the cooperation of
governments in our operating regions and
expresses gratitude to our shareholders for their
continued trust. The Board remains steadfast
in its commitment to drive 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: 13 August 2026 DIN: 00030100