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A Oneindia Venture

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of KRBL Ltd.

Mar 31, 2025

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:

	Consolidated		Standalone
Particulars	Year Ended	Year Ended	Year Ended	Year Ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations	5,59,381	5,38,469	5,59,381	5,38,469
Other income	6,129	9,696	6,098	9,666
Total Income	5,65,510	5,48,165	5,65,479	5,48,135
Operating expenditure	4,91,944	4,58,240	4,91,956	4,58,253
Earnings before interest, tax, depreciation and amortisation (EBITDA)	73,566	89,925	73,523	89,882
Finance costs	1,455	2,410	1,455	2,410
Depreciation and amortisation expense	8,110	7,937	8,092	7,935
Profit before tax (PBT)	64,001	79,578	63,976	79,537
Current tax	16,362	21,066	16,362	21,066
Deferred tax credit	34	(1,074)	34	(1,074)
Total Tax expense:	16,396	19,992	16,396	19,992
Profit for the year	47,605	59,586	47,580	59,545
Other comprehensive income for the year	(209)	(179)	(251)	(257)
Total comprehensive income for the year	47,396	59,407	47,329	59,288
Earnings per share (Face Value of 51 each)
i) Basic (in 5)	20.80	25.69	20.79	25.67
ii) Diluted (in 5)	20.80	25.69	20.79	25.67

2. STATE OF COMPANY AFFAIRS

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

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

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

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

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

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

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

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

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

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

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

Â¦ 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:

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

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 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;

Policy	Website Link
Policy on Preservation of Documents	https://krblrice.com/policy-guidelines/Policy%20on%20Preservation%20
and Archival.	of%20Documents%20and%20Archival.pdf
Policy on Sexual Harassment	https://krblrice.com/wp-content/uploads/2024/05/T-KRBL POSH-
(Policy on POSH).	Policy 13112024.pdf
Nomination, Remuneration and Board	https://krblrice.com/wp-content/uploads/2024/08/KRBL Nomination-
Diversity Policy	Remuneration-and-Board-Diversity-Policy Adopted.pdf
Vigil Mechanism (Whistle Blower Policy).	https://krblrice.com/policy-guidelines/Vigil-Mechanism-fWhistle-
Vigil Mechanism (Whistle Blower Policy).	Blower%20Policy).pdf
Corporate Social Responsibility Policy.	https://krblrice.com/policy-guidelines/policy-corporate-social-
	responsibility.pdf
Dividend Distribution Policy.	https://krblrice.com/wp-content/uploads/2024/05/REVISED DIVIDEND
Dividend Distribution Policy.	DISTRIBUTION POLICY-1.pdf ''
Policy for Determination of Materiality for	https://krblrice.com/policy-guidelines/Policy%20for%20
Disclosure of Event or Information.	Determination%20of%20Materiality.pdf
Policy on Related Party Transactions.	https://krblrice.com/wp-content/uploads/2022/03/T-Policy-on-
Policy on Related Party Transactions.	Related-Party-Transactions.pdf
Policy for Determining	https://krblrice.com/policy-guidelines/Policy-For-Determining-
Material Subsidiaries.	Material-Subsidiaries.pdf

Policy	Website Link
Stakeholder Engagement and Grievance Redressal Policy.	https://krblrice.com/wp-content/uploads/2024/08/SEGR-Policy-
Stakeholder Engagement and Grievance Redressal Policy.	31.07.2024-Adopted.pdf
Anti-Discrimination and Equal	https://krblrice.com/wp-content/uploads/2024/08/
Opportunity Policy.	AntiDiscriminationand-Equal-Oppurtunity-policy.pdf
KRBL Insider Trading Policy. Code of Business Conduct and Ethics for	https://krblrice.com/wp-content/uploads/2024/07/KRBL Insider
	Trading Policy.pdf https://krblrice.com/codes/Code-of-Business-Conduct-and-Ethics.pdf
the Board of Directors, Senior Managerial Personnel and Other Employees.

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:

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

Â¦ 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:

S.	Particulars	No. of
No.	Particulars	Complaints
1.	No. of complaints received during the financial year	Nil
2.	No. of complaints disposed of during the financial year	Nil
3.	No. of cases pending for more than 90 days	Nil

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 2024Â¬
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 stakeholderÂ¬
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

Mar 31, 2024

The Board of Directors are pleased to share with you the 31^st Annual Report on the business and operations of the Company along with the summary of standalone and consolidated Financial Statements for the Financial Year ended March 31,2024.

In compliance with the applicable provisions of the Companies Act 2013 (âthe Actâ), the Securities and Exchange Board of India (âSEBIâ) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), this Report is prepared based on the standalone Financial statements (except as stated) of the Company for the year under review.

1. OVERVIEW OF FINANCIAL PERFORMANCE

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

			(Rs. in Lacs, except as stated)
Particulars	Consolidated		Standalone
	Year Ended March 31,2024	Year Ended March 31 2023	Year Ended March 31,2024	Year Ended March 31, 2023
Revenue from operations	5,38,469	5,36,474	5,38,469	5,36,474
Other income	9,696	9,278	9,666	9,250
Total income	5,48,165	5,45,752	5,48,135	5,45,724
Operating expenditure	4,58,240	4,42,595	4,58,253	4,42,602
Earnings before interest, tax, depreciation and amortisation (EBITDA)	89,925	1,03,157	89,882	1,03,122
Finance costs	2,410	1,474	2,410	1,473
Depreciation and amortisation expense	7,937	7,565	7,935	7,561
Profit before tax (PBT)	79,578	94,118	79,537	94,088
Tax expense:	19,992	24,020	19,992	24,020
Current tax	21,066	24,890	21,066	24,890
Deferred tax credit	(1,074)	(870)	(1,074)	(870)
Profit for the year	59,586	70,098	59,545	70,068
Other comprehensive income for the year	(179)	379	(257)	300
Total comprehensive income for the year Earning per share (Face Value of ''1 each)	59,407	70,477	59,288	70,368
i) Basic (in '')	25.69	29.78	25.67	29.77
ii) Diluted (in '')	25.69	29.78	25.67	29.77

PRE AND POST BUYBACK CAPITAL STRUCTURE IS AS UNDER:
Sr.	Particulars	Pre Buyback		Post Buyback
No		No. of Equity Shares	Amount (in '' Crores)	No. of Equity Shares	Amount (in '' Crores)
1	Authorised Share Capital	30,00,00,000 equity shares of ''1/-	30.00	30,00,00,000 equity shares of ''1/-	30.00
2	Issued and Subscribed Share Capital	23,62,44,892 equity shares of ''1/-	23.62	22,97,44,892 equity shares of ''1/-	22.97
3	Fully Paid Up Share Capital	23,53,89,892 equity shares of ''1/-	23.54	22,88,89,892 equity shares of ''1/-	22.89

2. STATE OF COMPANY AFFAIRS

The key highlights of the performance during the Financial

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

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

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

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

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

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

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

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

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

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

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

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

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

3. BUYBACK OF SHARES

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

4. DIVIDEND

Your Board of Directors, in their meeting held on May 20, 2024, has recommended a final dividend of ''4/- (Rupees Four Only) per equity share of face value of ''1/- (Rupee One Only) each for the year ended March 31, 2024. The proposed dividend shall be paid subject to the approval of shareholders in the ensuing Annual General Meeting (âAGMâ) of the Company. The final dividend as recommended by the Company is in accordance with the Dividend Distribution Policy of the Company framed pursuant to Regulation 43A of SEBI Listing Regulations. The Dividend Distribution Policy of the Company can be accessed on the Companyâs website at https://krblrice.com/policy-guidelines/REVISED_DIVIDEND_ DISTRIBUTION_POLICY.pdf.

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

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

6. TRANSFER TO RESERVES

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

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

7. SHARE CAPITAL

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

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

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

Pursuant to the provisions of Section 124 and 125 of the Act read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (âIEPF Rulesâ), 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 (âIEPFâ) Authority. Accordingly, the Company transferred an amount aggregating to ''5,92,829 (Rupees Five Lacs Ninety Two Thousand Eight Hundred and Twenty Nine Only) to the IEPF Fund during the Financial Year 2023-24. This amount was lying unclaimed with the Company for a period of seven consecutive years or more after the declaration of dividend for the Financial Year 2015-16.

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

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

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

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

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

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

10. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

11. SEGMENT REPORTING

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

12. CASH FLOW STATEMENT

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

13. FAMILIARIZATION AND INDUCTION PROGRAMME FOR DIRECTORS INCLUDING INDEPENDENT DIRECTORS

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

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

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

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

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

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

14. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has two Subsidiary Companies viz., KRBL DMCC, Dubai (comprises of a step down wholly owned subsidiary) and K B Exports Private Limited, India. There is no Associate Company within the meaning of Section 2(6) of the Act. There has not been any material change in the nature of the business of the subsidiary companies during the Financial Year 2023-24.

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

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

The consolidated Financial Statements of the Company for the Financial Year 2023-24 are prepared in compliance with applicable provisions of the Act, read with the Rules made thereunder, applicable Indian Accounting Standards (Ind-As) and SEBI Listing Regulations. The Consolidated Financial Statements have been prepared by consolidating the audited Financial Statements of the Company and its Subsidiaries. Further, pursuant to the proviso of sub section (3) of Section

129 of the Act read with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of Subsidiaries in the prescribed form AOC-1 is attached as âAnnexure 1â and forms part of this Report.

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

15. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD COMPOSITION

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

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

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

As on March 31, 2024, the Companyâs Board has a strength of 9 (nine) Directors including 2 (two) Women Directors. The Chairperson of the Board is an Executive Director. The composition of the Board is as below:

Category	Number of Directors	% of Total Number of Directors
Executive Directors	4	45
Independent Non-	5	55
Executive Directors*

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

For detailed information on the Board of Directors, please refer the âReport on Corporate Governanceâ.

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

KEY MANAGERIAL PERSONNEL

The details of Key Managerial Personnel(s) (âKMPsâ) 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:

S. No.	Name of KMPs	Designation
1.	Mr. Anil Kumar Mittal	Chairperson & Managing Director
2.	Mr. Arun Kumar Gupta	Joint Managing Director
3.	Mr. Anoop Kumar Gupta	Joint Managing Director
4.	Ms. Priyanka Mittal	Whole Time Director
5.	Mr. Ashish Jain	Chief Financial Officer
6.	Mr. Piyush Asija*	Company Secretary & Compliance Officer

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

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

DECLARATION BY DIRECTORS

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

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

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

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

The Independent Directors have also confirmed that they have complied with the Companyâs 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 (âMCAâ) or any other such statutory authority.

The Company has received certification from a Practicing Company Secretary confirming that:

a) None of the Directors on the Board of the Company have been debarred or disqualified from being appointed

and/or continuing as Directors by the SEBI/MCA or any other such statutory authority.

b) Certificate on Corporate Governance

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

As per Section 152 of the Act, two-third of the Board of Directors (other than Independent Directors) shall be liable to retire by rotation of which atleast one-third shall retire at each AGM. Accordingly, Mr. Anil Kumar Mittal, Chairperson and Managing Director being the longest serving Director, will retire at the 31^st AGM and being eligible offers himself for re-appointment without constituting a break in his term as Chairperson and Managing Director.

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

RETIRING DIRECTORS

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

APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

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

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

Further the Board of Directors have approved the appointment of Mr. Ashok Pai (DIN:06874699) as Additional

Director (Independent Non-Executive Director) with effect from July 31, 2024 for a term of consecutive five (5) years subject to the approval of the shareholders.

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

16. AUDIT COMMITTEE

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

As on March 31, 2024, the Audit Committee comprises of 4 (four) members out of which 3 (three) are Independent Non-Executive Directors and 1 (one) is an Executive Director. The Committee is chaired by an Independent Director. The details w.r.t. to the constitution of the committee is as follows;

Name	Designation	Category
Mr. Devendra Kumar Agarwal	Chairperson	Independent NonExecutive Director
Mr. Anoop Kumar Gupta	Member	Executive & Joint Managing Director
Mr. Shyam Arora	Member	Independent NonExecutive Director
Mr. Vinod Ahuja	Member	Independent NonExecutive Director

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

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

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

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

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

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

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

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

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

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

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

The full version of the Nomination, Remuneration and Board Diversity Policy of KRBL Limited can be accessed on the Companyâs website at https://krblrice.com/wp-content/ uploads/2024/08/KRBL_Nomination-Remuneration-and-Board-Diversity-Policy_Adopted.pdf

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

During the Financial Year under review the Board held 4 (Four) Meetings on May 30, 2023; August 10, 2023; November 09, 2023 and February 13, 2024. For more details thereof, kindly refer to the section âBoard Meetings and Procedures - Details of the Board Meetings held and attended by the Directors during the Financial Year 202324â in the ''Report on Corporate Governance''.

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

In terms of the requirements of the Act and the SEBI Listing Regulations, an annual performance evaluation of the Board

is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and its Committees.

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

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

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

Following the framework, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, the Board of Directors of the Company in its meeting held on May 20, 2024, had concluded the performance evaluation process for the Financial Year 2023-24 to the satisfaction of the Board.

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

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

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

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

20. DIRECTORSâ RESPONSIBILITY STATEMENT

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

i) t hat in the preparation of the Annual Accounts for the Financial Year ending on March 31,2024, the applicable Indian Accounting Standards (Ind AS) have been followed, and that there are no material departures;

ii) that appropriate accounting policies have been selected and applied consistently.

Further, judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2024 and of the profit of the Company for the Financial Year ending on March 31, 2024;

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

iv) t hat the Annual Financial Statements for the Financial Year ending on March 31, 2024 have been prepared on a going concern basis;

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

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

21. OPERATIONS, PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY

A detailed review of the operations, the performance and future outlook of the Company has been disclosed in âManagement Discussion and Analysisâ Report pursuant to Regulation 34 read with Part B of Schedule V of the SEBI Listing Regulations.

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

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

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

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

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

24. ANNUAL RETURN

The draft of Annual Return for Financial Year 2023-24 in prescribed form ''MGT-7'', pursuant to provisions of Section 92 of the Act read with the rules framed thereunder, is available on the website of the Company at https://krblrice. com/annual-return/. The Company will file the Annual Return with Registrar of Companies for the year 2023-24 within the timelines prescribed under the Act and the same will be made available on the website of your Company.

25. AUDITORS AND AUDITORSâ REPORT

I) STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act, M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were reappointed as the Statutory Auditors of the Company by the Shareholders in the 30^th AGM of the Company held on September 28, 2023 for a period of 5 years i.e. to hold office till the conclusion of the 35^th AGM.

The observations made by the Statutory Auditors in their Report on the Audit of the Financial Statements (Standalone and Consolidated) and the notes on Financial Statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.

The Auditorsâ Report on the Financial Statements (Standalone and Consolidated) contains a qualified opinion provided hereunder:-

Qualified Opinion in the Auditorsâ Report on the Standalone Financial Statements:

The Enforcement Directorate (âEDâ) vide their criminal complaint has made certain allegations against the Company, KRBL DMCC (a subsidiary company) and Mr. Anoop Kumar Gupta (JMD) as fully explained in Note 47(A)(3) of the accompanying standalone financial statements. Pending the completion of ongoing investigation of the above matter by regulatory authorities, we are unable to obtain sufficient appropriate audit evidence that adequate internal financial controls with reference to financial statements relevant to prevention and timely detection of management override of controls were established and maintained, and if such controls operated effectively in all material respects, which could potentially result in the Company

not providing for adjustment, if any, that may be required to the accompanying standalone financial statements.

Qualified Opinion in the Auditorsâ Report on the Consolidated Financial Statements:

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

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

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

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

II) COST AUDITORS

Pursuant to the provisions of Section 148 of the Act read with relevant notifications issued by MCA regarding the Cost Audit of power segment, the Company is required to have the audit of its Cost Records pertaining to power segment by a Cost Accountant in Practice. In this connection, considering the recommendation of Audit Committee, the Board of Directors approved the re-appointment of M/s. HMVN & Associates, Cost Accountants, having their office at, 909 GD-ITL, North Tower, A-09, Netaji Subhash Place, Pitampura, New Delhi- 110 034 as Cost Auditors of the Company to conduct the Cost Audit for the Financial Year 2023-24.

A resolution seeking membersâ approval for the ratification and confirmation of remuneration of Cost Auditors for the Financial Year 2024-25, forms part of the Notice calling AGM of the Company.

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

Further, the Cost Audit Report for the Financial Year

2022- 23 has been duly filed and for Financial Year

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

III) SECRETARIAL AUDITORS

Pursuant to the provisions under Section 204(1) of the Act, read with rules framed thereunder and Regulation 24A of SEBI Listing Regulations, M/s. DMK Associates, Company Secretaries, having their office at 31/36 Basement, Old Rajender Nagar, Delhi-110060, was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2023-24.

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

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

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

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

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

IV) INTERNAL AUDITORS

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

26. SECRETERIAL STANDARDS

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

27. CORPORATE GOVERNANCE REPORT

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

Policy	Website Link
Policy on Preservation of Documents and Archival.	https://krblrice.com/policy-guidelines/Policy%20on%20Preservation%20 of%20Documents%20and%20Archlval.pdf
Policy on Sexual Harassment (Policy on POSH).	https://krblrice.com/policy-guidelines/SEXUAL%20HARASSMENT%20 POLICY.pdf
Nomination, Remuneration and Board Diversity	https://krblrice.com/wp-content/uploads/2024/08/KRBL_Nomination-
Policy	Remuneration-and-Board-Diversity-Policy_Adopted.pdf
Vigil Mechanism (Whistle Blower Policy).	https://krblrice.com/policy-guidelines/Vigil-Mechanism-(Whistle- Blower%20Policy).pdf
Corporate Social Responsibility Policy.	https://krblrice.com/policy-guidelines/policy-corporate-social- responsibility.pdf
Dividend Distribution Policy.	https://krblrice.com/policy-guidelines/REVISED_DIVIDEND_ DISTRIBUTION_POLICY.pdf
Policy for Determination of Materiality for Disclosure	https://krblrice.com/policy-guidelines/Policy%20for%20
of Event or Information.	Determination%20of%20Materiality.pdf
Policy on Related Party Transactions.	https://krblrice.com/wp-content/uploads/2022/03/1.-Policy-on-Related- Party-Transactions..pdf
Policy for Determining Material Subsidiaries.	https://krblrice.com/policy-guidelines/Policy-For-Determining-Material- Subsidiaries.pdf
Stakeholder Engagement and Grievance Redressal	https://krblrice.com/wp-content/uploads/2024/08/SEGR-Policy-
Policy	31.07.2024-Adopted.pdf
Anti-Discrimination and Equal Opportunity Policy	https://krblrice.com/wp-content/uploads/2024/08/AntiDiscriminationand- Equal-Oppurtunity-policy.pdf
Insider Trading Policy	https://krblrice.com/wp-content/uploads/2024/07/KRBL_Insider_ Trading_Policy.pdf
Code of Business Conduct and Ethics for the Board of Directors, Senior Management Personnel and Other Employees.	https://krblrice.com/codes/Code-of-Business-Conduct-and-Ethics.pdf

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

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

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate section on the Corporate Governance Report forms an integral part of the Annual Report. A certificate from Practicing Company Secretary

All the above-mentioned policies and codes are made available on the Companyâs website under the link https:// krblrice.com/policies-codes-related-documents and are frequently reviewed by the Board of Directors.

28. CSR & ESG COMMITTEE

Pursuant to requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time and on the

confirming compliance with corporate governance norms, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report.

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;

recommendation of the CSR Committee, the Board adopted a CSR Policy. With a vision to actively contribute to the social and economic development of the society in which your Company operates, the Company has undertaken projects/ programs directly and through implementing agencies, in accordance with the CSR Policy of the Company.

The Company has also established a mechanism of focused discussions on ESG matters in meetings and through

constitution of specific Committee of Board i.e., Corporate Social Responsibility and ESG Committee

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

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

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

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

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

The Annual Report on CSR activities is attached as âAnnexure 5â forming part of this Report.

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

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

The BRSR for Financial Year 2023-24 is aligned with the nine principles of the National Guidelines on Responsible Business Conduct notified by the Ministry of Corporate Affairs, Government of India and the updated reporting framework as published by the SEBI.

In compliance with the SEBI Listing Regulations, the BRSR disclosures are part of the Annual Report. It aims at describing KRBLâs initiatives in discharging responsibilities from an Environmental, Social and Governance perspective. The BRSR is attached as âAnnexure 7â forming part of this Report.

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

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

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

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

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

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

The Company has established several Board Committees that are mainly composed of Independent Non-Execuitve Directors to oversee and govern the effectiveness of internal controls and its corporate governance framework. The Corporate Governance Report, which is included in this Annual Report, provides further information about these Committees.

Further, Audit Committee interacts with the Statutory Auditors, Internal Auditors and the Management in dealing with matters within its terms of reference. During the year under review, Internal Financial controls were assessed and no reportable material weakness in the design or operations was observed. Accordingly, the Board believes

that the Companyâs IFCs were adequate and effective during Financial Year 2023-24.

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

31. RISK MANAGEMENT

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

32. RATINGS

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

Â¦ CARE: In September 2023, âCAREâ has reviewed and reaffirmed â[CARE]A1 â rating for Commercial Paper (CP) Limits of KRBL Limited.

Â¦ ICRA: In February 2024, âICRAâ has reviewed and reaffirmedâ[ICRA] AA (Stable)â rating for Bank Limits on Long-term scale and reaffirmed â[ICRA] A1 â rating for Bank Limits on Short-term scale and Commercial Paper (CP) Limits of KRBL Limited.

33. DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any Deposits during the Financial Year 2023-24 in terms of Chapter V of the Act. Further, the Company is not having any Unpaid or Unclaimed Deposits at the end of the Financial Year 2023-24.

34. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

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

The Company hasnât received any Complaints on Sexual Harassment during the Financial Year under review.

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

35. DEPOSITORY SYSTEM

The shares of the Company are traded in the dematerialised form under both the Depository Systems - NSDL and CDSL. The Identification Number (âISINâ) allotted to the Companyâs 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 Companyâs shares are compulsorily tradable in electronic form. As on March 31, 2024, 99.96% of the Companyâs Paid-up Equity Share Capital representing 22,88,01,805 equity shares are in dematerialized form with both the Depositories.

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

36. CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

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

I. NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE)

âExchange Plazaâ C-1, Block G,

Bandra-Kurla Complex,

Bandra (East), Mumbai-400 051

II. BSE LIMITED (BSE)

Phiroze Jeejeebhoy Towers,

Dalal Street,

Mumbai-400 001

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

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

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

For particulars of loan(s) from Directors refer Note 46 & 43 of the Standalone and Consolidated Financial Statements, respectively, forming part of this Annual Report. The declarations in writing confirming that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others have also been received by the Company from all the concerned Directors.

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

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

The Audit Committee considered, approved Omnibus Approval for entering into transactions with related parties for the Financial Year 2023-24, which are repetitive in nature, at arm''s length and in ordinary course of business, which was further approved by the Board. The transactions entered pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for quarterly review. The details of the related party Transactions as per Indian Accounting Standard (Ind AS) 24 are set out in Note 46 to the Standalone Financial Statements forming part of this Report.

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

The Company has a well-defined process of identification of related parties and tracking transactions with related parties, its approval and review process. The Company has a Policy on Related Party Transactions, the same is also available on the Companyâs website at https://krblrice.com/wp-content/ uploads/2022/03/1.-Policy-on-Related-Party-Transactions.. pdf.

40. DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

mechanism called âVigil Mechanism (Whistle Blower Policy)â for Directors and Employees to report unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct or ethics, policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the Directors and Employees to report their concerns directly to the Chairman of the Audit Committee of the Company.

The Company has not received any complaint under this mechanism during the Financial Year 2023-24.

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

41. ENVIRONMENT, HEALTH AND SAFETY (âEHSâ)

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

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

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

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

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

43. DISCLOSURE ON MATERIAL LEGAL CASES

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

A portion of land parcels and building thereupon, situated at Dhuri, Punjab was attached by the Directorate of Enforcement (âEDâ) to the extent of value of '' 1,532 lakh in connection with a money laundering investigation which is currently pending before the Special Judge, CBI Court. The Appellate Tribunal, PMLA, New Delhi, ("Appellate Tribunalâ) had restored the possession of the attached land on interim basis in favour of the Company. However, aforesaid attachment would continue till conclusion of the matter. Against the order of the Appellate Tribunal, ED had filed an appeal before the Hon''ble High Court of Delhi, which is pending for hearing. The Company filed an application before the Hon''ble High

Court of Delhi for restoration of possession of the land in favour of the Company and High court allowed the Company to take physical possession of the said land parcels and building thereupon for specified purpose against the deposit of '' 1,113 lakh, (deposited on 5 November 2020), as an interim relief until conclusion of the aforesaid matter, without prejudice to the rights and contentions of the parties to be decided in the appeal. The management based upon the legal assessments, is confident that it has a favourable case and the said attachment shall be vacated.

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

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

Based on the legal opinion, the Company Is of the firm belief

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

44. INDUSTRIAL RELATIONS

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

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

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

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

The Company has continuously received co-operation and unstinted support from the distributors, retailers, stockists, suppliers and associated with the Company. The Company

will continue its endeavor to build and nurture strong bonding with its trade partners based on mutuality, respect and cooperation with each other and consistent with consumer interest.

45. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

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

2. Code of Practices & Procedures for fair disclosure of Unpublished Price Sensitive Information and Policy for determination of âLegitimate Purposeâ;

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

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

46. MAJOR AWARDS AND CERTIFICATIONS

We are pleased to inform you of the significant awards and certifications received by your company this year. These accolades underscore our commitment to excellence and industry leadership. These achievements not only enhance our brand reputation but also validate our strategic initiatives and operational efficiency. For details please refer page 39 of the Annual Report.

47. GENERAL

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

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

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

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

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

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

48. APPRECIATION

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

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

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

Mar 31, 2023

The Board of Directors is delighted to present the 30^th Annual Report on the business and operations of KRBL Limited (âthe Companyâ) along with the summary of standalone and consolidated financial statements for the year ended 31 March 2023.

In compliance with the applicable provisions of the Companies Act, 2013, (âthe Actâ), the Securities and Exchange Board of India (âSEBIâ) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), this Boardâs Report is prepared based on the standalone financial statements of the Company for the year under review.

1. OVERVIEW OF FINANCIAL PERFORMANCE

Key highlights of consolidated and standalone financial performance for the year ended March 31, 2023, are summarised as under:

(Rs. in Lacs, except as stated)
	Consolidated		Standalone
Particulars	Year Ended	Year Ended	Year Ended	Year Ended
Particulars	31 March	31 March	31 March	31 March
	2023	2022	2023	2022
Revenue from operations	5,36,323	4,21,056	5,36,323	4,21,056
Other income	9,278	4,271	9,250	4,246
Total income	5,45,601	4,25,327	5,45,573	4,25,302
Operating expenditure	4,42,444	3,54,852	4,42,451	3,54,768
Earnings before interest, tax, depreciation and amortisation (EBITDA)	1,03,157	70,475	1,03,122	70,534
Finance costs	1,474	1,340	1,473	1,340
Depreciation and amortisation expense	7,565	7,422	7,561	7,417
Profit before tax (PBT)	94,118	61,713	94,088	61,777
Tax expense:
Current tax	24890	16,567	24,890	16,567
Deferred tax credit	(870)	(794)	(870)	(794)
Profit for the year	70,098	45,940	70,068	46,004
Other comprehensive income for the year	379	71	300	39
Total comprehensive income for the year	70,477	46,011	70,368	46,043
Earning per share (Face Value of f1 each)
i) Basic (in ?)	29.78	19.52	29.77	19.54
ii) Diluted (in ?)	29.78	19.52	29.77	19.54

2. STATE OF COMPANY AFFAIRS

The Financial Year 2022-23 marked as one of the significant year in terms of growth for the Company as your company has achieved the highest ever turnover in the history of the Company during the reported financial year.

The key highlights of the performance on a consolidated basis are as under:

â¢ Companyâs Revenue from operations stood at ?5,36,323 lacs (31 March 2022 ?4,21,056 lacs).

â¢ Companyâs Earnings before interest, tax, depreciation and amortisation (EBITDA) stood at ?1,03,157 lacs (31 March 2022 ?70,475 lacs).

â¢ Companyâs Profit before tax (PBT) stood at ?94,118 lacs (31 March 2022 ?61,713 lacs).

â¢ The Companyâs Profit after tax (PAT) stood at ?70,098 lacs (31 March 2022 ?45,940 lacs).

â¢ Companyâs total comprehensive income for the year stood at ?70,477 lacs (31 March 2022 ?46,011 lacs).

â¢ Companyâs Return on Capital Employed (ROCE) stood at 19%.

â¢ Net Worth of the Company increased by 15.29% to ?4,69,262 lacs (31 March 2022 ?4,07,024 lacs).

â¢ The Company achieved 7% CAGR growth in net sales, 10% CAGR growth in EBITDA and 12% CAGR growth in Net Profit over the last decade.

â¢ Earnings per Equity Share (EPS) for the year stood at ?29.78 (31 March 2022 ?19.52).

Further detailed information on the Business overview, outlook and State of the affairs of the Company are discussed in detail in the Management Discussion & Analysis Report.

3. DIVIDEND

The Board of Directors of the Company, in their meeting held on 10 August 2023, had recommended a Final Dividend @ 100% ?1/- equity share of face value of ?1/- each for the year ended 31 March 2023. The proposed Dividend shall be paid subject to the approval of shareholders in the ensuing Annual General Meeting (hereinafter referred to as âAGMâ) of the Company. The Final Dividend as recommended by the Company is in accordance with the Dividend Distribution Policy of the Company framed pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âSEBI Listing Regulationsâ). The Dividend Distribution Policy of the Company may be accessed on the Companyâs website at the weblink 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 2022-23, no entity became or ceased to be the Subsidiary, Joint Venture or Associate of the Company.

5. TRANSFER TO RESERVES

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

6. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31 March 2023 is ?2,354 lacs. There has been no change in the paid-up Equity Share Capital of the Company during the financial year. Further, the Company has no other type of securities except equity shares forming part of Equity 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 Companies Act, 2013, 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 ?6,31,957 to the Investor Education and Protection Fund during the financial year 2022-23. This amount was lying unclaimed with the Company for a period of seven years or more after the declaration of dividend for the financial year 2014-15.

Further, pursuant to the provisions of Section 124(6) of the Companies Act, 2013 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), during the financial year 20222023, the Company has transferred 10,963 equity shares which belongs to total 84 (Eighty Four) Shareholders whose dividend has not been paid or claimed for 7 (Seven) consecutive years or more as on the due date of transfer i.e. 05 November 2022, to the demat account of IEPF Authority i.e. INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY MINISTRY OF CORPORATE AFFAIRS, bearing DP ID IN300708 and Client ID 10656671, being maintained with National Securities Depository Limited.

Further, pursuant to the provisions of Section 124(6) of the Companies Act, 2013 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), during the financial year 20232024 and as on the date of this AGM Notice, the Company has transferred 1,656 equity shares which belongs to total 27 (Twenty Seven) Shareholders whose Interim dividend for the Financial year 2015-16 has not been paid or claimed for 7 (Seven) consecutive years or more as on the due date of transfer i.e. 16 April 2023, to the demat account of IEPF Authority i.e. INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY MINISTRY OF CORPORATE AFFAIRS, bearing DP ID IN300708 and Client ID 10656671, being maintained with National Securities Depository Limited.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THECOMPANY 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 have been no material changes or commitments that have affected the financial position of the Company between the close of FY 2022-23 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 Statementof the Company for the financial year ending on 31 March 2023 has been prepared in accordance with Ind AS 7. The âStatement of Cash Flowsâ is attached and formspart of the financial statements of the Company.

12. FAMILIARIZATION AND INDUCTION PROGRAMME FOR DIRECTORS INCLUDING INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7), the Company has an orientation process/familiarization program for its directors (including Independent Directors), which includes sessions on various business and functional matters, and strategy sessions. The Company ensures induction and training programs are conducted for newly appointed Directors. New Independent Directors are taken through a detailed induction and familiarization program, including briefing on their role, responsibilities, duties, and obligations, the nature of the business and business model, matters relating to Corporate Governance, Code of Business Conduct, Risk Management, Compliance Programs, Internal Audit, etc.

The details of the familiarization and training programs attended by Independent Directors are available on the Companyâs website at the weblink https://krblrice.com/wp-content/uploads/2022/06/Familiarization.pdf

13. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has two Subsidiaries viz., KRBL DMCC, Dubai (Comprises of a step down Wholly Owned Subsidiary) and K B Exports Private Limited, India. There is no Associate Company within the meaning of Section 2(6) of the Companies Act, 2013. Further, there hasnât been any material change in the nature of the business of the Subsidiaries during the financial year 2022-23.

The Consolidated Financial Statements of the Company for the financial year 2022-23 are prepared in compliance with applicable provisions of the Companies Act, 2013, read with the Rules issued thereunder, applicable Indian Accounting Standards (Ind-As) and SEBI Listing Regulations. The Consolidated Financial Statements have been prepared by consolidating the audited Financial Statements of the Company and its Subsidiaries. Further, pursuant to the proviso of sub section (3) of section 129 of the Companies Act, 2013 read with 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 âAnnexure 1â and forming part of this Report.

Pursuant to the provisions of Companies Act, 2013, the Financial Statements of the Subsidiary Companies and the related information have also been made available for inspection by the members at the Corporate Office of the Company during business hours on all days except Sunday and Holiday, upto the date of ensuing AGM of the Company. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office/Corporate Office of the Company. The Financial Statements including the Consolidated Financial Statements, Financial Statements of Subsidiaries and all other documents are also available on the Companyâs website https://krblrice.com/subsidiary-companies/ under the link Investor Relations.

14. BOARD OF DIRECTORS Board Composition

The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial expertise, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

As on 31 March 2023, the Companyâs Board has a strength of 8 (Eight) Directors including 2 (Two) Woman Directors. The Chairman of the Board is an Executive Director. The composition of the Board is as below:

Category	Number of	% of Total Number
	Directors	of Directors
Executive Directors	4	50
Independent Non-	4	50
Executive Directors

The detailed section on âBoard of Directorsâ is also given in the âReport on Corporate Governanceâ.

Pursuant to the provisions of Section 149(13) of the Companies Act, 2013 and the Articles of Association of the Company, all Directors except Independent Directors are liable to retire by rotation. During the year, Mr. Ashwani Dua, an Independent Non-Executive Director of the Company, resigned from the Directorship of the Company w.e.f. 09^th January 2023 (after the closure of business hours), due to his pre-occupations. The Board placed on record their sincere appreciation for the guidance and contribution made by Mr. Ashwani Dua during his tenure as an Independent Non-Executive Director of the Company.

Further, Ms. Priyanka Mittal, Whole time Director of the Company was re-appointed as Whole time Director for a period of five years in the 29^th Annual General meeting of the Company to hold office from 26 September, 2022 till 25 September, 2027.

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

Declaration by Independent Directors

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 Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the criteria of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companyâs Code of Business Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel and other Employees.

Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Article 126 of the Articles of the Association of the Company, all directors except Independent Directors shall be liable to retire by rotation and out of that, one-third of such directors shall retire from the office every year. The directors who shall retire by rotation at every AGM shall be those who have been longest in the office since their last appointment. Further, pursuant to the provisions of Section 149(13) of the Companies Act, 2013, the retirement of directors by rotation shall not be applicable to the Independent Directors.

Accordingly, Ms. Priyanka Mittal (DIN: 00030479), the Whole Time Director of the Company, being longest in her office amongst the Directors is liable to retire by rotation this year. However, being eligible, she has offered her candidature for re-appointment. This shall not constitute a break in the office of Ms. Priyanka Mittal as Whole Time Director of the Company.

Appointment of Director

The Board on the basis of the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Surinder Singh (DIN: 08200756) as an Additional Independent Non -Executive Director of the Company, for a term of 5 (five) consecutive years with effect from 10th August 2023 subject to approval of the Shareholders of the Company.

Brief resume of the Directors being appointed/ re-appointed

As required, pursuant to the Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards-2 on General Meetings, the brief resume of Mr. Surinder Singh and Ms. Priyanka Mittal seeking appointment/re-appointment, which inter-alia includes the particulars w.r.t. the experience and expertise, list of other Companies in which they are holding Directorships, Committee Memberships/ Chairmanships and Inter-se relationships with other Directors is provided in the Notice calling AGM of the Company.

The Company is seeking approval of Shareholders for the appointment/re-appointment and the same is included in the Notice calling AGM of the Company. The Board recommends the appointment of Mr. Surinder Singh and re-appointment of Ms. Priyanka Mittal in the ensuing AGM of the Company.

15. AUDIT COMMITTEE

A qualified and independent Audit Committee has been set up by the Board in compliance with the requirements of Regulation 18 of the Listing Regulations and Section 177 of the Act. The primary objective of the Committee is to monitor and provide effective supervision of the Managementâs financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity, and quality of financial reporting.

As on 31 March 2023, the Audit Committee of KRBL Limited comprises of the following 4 (Four) Members, out of which 3 (Three) Members are Independent Non-Executive Directors and 1 (One) is Executive Director:

Name	Designation	Category
Mr. Devendra Kumar Agarwal	Chairman	Independent NonExecutive Director
Mr. Anoop Kumar Gupta	Member	Executive & Joint Managing Director
Mr. Shyam Arora	Member	Independent NonExecutive Director
Mr. Vinod Ahuja	Member	Independent NonExecutive Director

The recommendation 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.

16. KEY MANAGERIAL PERSONNELS

The details of Key Managerial Personnels (KMPs) of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, read with rules framed thereunder are as follows:

S. Name of KMPs No.	Designation
1. Mr. Anil Kumar Mittal	Chairman & Managing Director
2. Mr. Arun Kumar Gupta	Joint Managing Director
3. Mr. Anoop Kumar Gupta	Joint Managing Director
4. Ms. Priyanka Mittal	Whole Time Director
5. Mr. Ashish Jain	Chief Financial Officer
6. Ms. Jyoti Verma	Company Secretary

During the year, Mr. Raman Sapra had resigned from the position of Company secretary and Key Managerial Personnel of the Company w.e.f. 6^th September 2022 (after the closure of business hours) and Ms. Jyoti Verma was appointed as Company Secretary under the category Key Managerial Personnel of the Company w.e.f. 26^th September 2022.

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

The remuneration paid to the Executive Directors is in accordance with the Nomination and Remuneration Policy of KRBL Limited formulated in accordance with Section

134(3)(e) and Section 178(3) of the Companies Act, 2013 read with Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy has been outlined below:

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

ii) To devise the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management Personnel of the Company.

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

iv) To evaluate the performance of the Members of the Board and provide necessary report to the Board for further evaluation of the Board. Further, to determine whether to extend or continue the term of appointment of an Independent Director, on the basis of the report of performance evaluation of the Independent Directors.

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

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

vii) To assist the Board in fulfilling all other responsibilities as may be expected from the Nomination and Remuneration Committee of the Company.

The full version of the Nomination and Remuneration policy of KRBL Limited may be accessed on the Companyâs website at the weblink https://krblrice.com/policy-guidelines/nomination-renumeration-policy.pdf

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS HELD DURING THE FINANCIAL YEAR 2022-23

During the financial year 2022-23, 5 (Five) Meetings of the Board of Directors were held on 27 May 2022, 08 August 2022, 26 September 2022, 11 November 2022 and 03 February 2023. For details thereof, kindly refer to the section âBoard Meetings and Procedures - Details of the Board Meetings held and attended by the Directors during the financial year 2022-23â in the Report on Corporate Governance.

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

The ultimate responsibility for sound governance and prudential management of a company dawns with its Board. Hence, the Board must remain continually energized, proactive and effective.

The Board evaluated the effectiveness of its functioning and that of the Committees and individual Directors by seeking their inputs on various aspects of Corporate Governance.

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 fulfillment of Directorsâ obligations and fiduciary responsibilities, including but not limited to, active participation in the Board and Committee Meetings.

The Companies Act, 2013, not only mandates the Board and Directorâs evaluation but also requires the evaluation to be formal, regular and transparent. Subsequently, the SEBI Listing Regulations also contain the provisions regarding the requirement of performance evaluation of the Independent Directors by the entire Board of Directors.

Following the framework, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, the Board of Directors of the Company in its meeting held on 03 February 2023, had carried out the performance evaluation process.

The Independent 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, the Non-Independent Directors and the Board as a whole. Further, the performance of the Chairman of the Company and the Committees were also reviewed in this meeting. The performance review conducted took into consideration the views of the Executive and NonExecutive Directors.

In compliance with the provisions of the SEBI Listing Regulations, the Board of Directors has also evaluated every Independent Directorâs performance during the financial year.

The Board Members had submitted to the Nomination and Remuneration Committee, their response in the form of scaling from 5 (Excellent) to 1 (Performance Needs Improvement) for evaluating the entire Board, respective Committees of which they are members and of their peer Board Members, including Chairman of the Board.

The Nomination and Remuneration Committee has also evaluated every Directorâs performance.

The Directors expressed their satisfaction with the evaluation process.

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

20. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to the Directorsâ Responsibility Statement, the Directors confirm:

i) that in the preparation of the Annual Accounts for the financial year ending on 31 March 2023, 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 2023 and of the profit of the Company for the financial year ending on 31 March 2023;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud or anyother irregularities;

iv) that the Annual Financial Statementsfor the financial year ending on 31 March 2023 have been prepared on a going concern basis;

v) that the Directorâshad 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 Directorâs had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. OPERATIONS, PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY

A detailed review of the operations, the performance and future outlook of the Company are being given separately under the head âManagement Discussion and Analysisâ Report pursuant to Regulation 34 read with Part B of Schedule V of the SEBI Listing Regulations.

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

Pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013, 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 âAnnexure 2â and forming part of this Report.

23. DETAILS PURSUANT TO SECTION 197(12) OF THECOMPANIES ACT, 2013

The particulars regarding the remuneration of the Directors and the KMPs as per Section 197 of the Companies Act, 2013, read with rules framed thereunder, are attached as âAnnexure 3â and forming part of this Report. In terms of the first proviso to Section 136(1) of the Companies Act, 2013, the report and accounts are being sent to the members and others entitled thereto, excluding the information on Employeesâ remuneration particulars mentioned under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members during business hours on all days except Sunday and Holidays. Any Member interested in inspecting the same may write to the Company Secretary at the Registered Office/Corporate Office of the Company.

24. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014, the Annual Return of the Company containing the particulars as prescribed under Section 92 of the Companies Act, 2013, in Form MGT-7, is hosted on the Companyâs website http://www.krblrice.com under the link https://krblrice. com/wp-content/uploads/2023/08/MGT-7-Annual-Return-FY-2022-23.pdf. In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, with prescribed timelines.

25. AUDITORS AND AUDITORSâ REPORTI) STATUTORY AUDITORS

Upon the recommendation of the Audit Committee, the Board of Directors approves and recommends for shareholdersâ approval, the appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), for a Second term of 5 (five) years to hold office from the conclusion of ensuing 30^th Annual General Meeting until the conclusion of the 35^th Annual General Meeting of the Company.

The Auditorsâ Report on the Financial Statements (Standalone and Consolidated) contains a qualified opinion provided hereunder:-

Qualified Opinion in the Auditorsâ Report on the Standalone Financial Statements:

As stated in Note 47(C) to the accompanying Standalone Financial Statements, the Enforcement Directorate (âEDâ) is investigating the Companyâs Joint Managing Director (âJMDâ) Mr. Anoop Kumar Gupta under the Prevention of Money Laundering Act, 2002, for alleged involvement in Agusta Westland case.

Further, the ED has filled 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 allegations on the financial statement and its control environment was performed by an independent professional firm appointed by the Board of Directors during the year ended 31 March 2022 and as per their report, there is no conclusive evidence to ascertain impact of the aforesaid matter on the financial statement of the Company and its control environment. 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 standalone financial statements in this respect.

Qualified Opinion in the Auditorsâ Report on the Consolidated Financial Statements:

As stated in Note 46(C) to the accompanying Consolidated Financial Statements, the Enforcement Directorate (âEDâ) is investigating the Holding Companyâs Joint Managing Director (âJMDâ) Mr. Anoop Kumar Gupta under the Prevention of Money Laundering Act, 2002, for alleged involvement in Agusta Westland case. Further, the ED has filled criminal complaint and made certain allegations against the Holding Company, KRBL DMCC (a subsidiary of the Company) and JMD. As further described in the said note, a review of the impact of allegations on the financial statement and its control environment was performed by an independent professional firm appointed by the Board of Directors during the year ended 31 March 2022 and as per their report, there is no conclusive evidence to ascertain impact of the aforesaid matter on the financial statement of the Holding Company and its control environment. 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 consolidated financial statements 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 (âIPâ) to review the aforesaid allegations, to assess the impact, if any, on the financial statement and control environment of the Company and the IP has issued a report to the Board of Directors with respect to the aforesaid review. The board of the directors have discussed and approved the report, and has responded to the observation contained therein, basis that no further action is proposed. Based on the opinion taken from the independent legal counsel, the management is of the view that since the investigation is still ongoing no adverse opinion can be drawn.

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

II) COST AUDITORS

As per Section 148 of the Companies Act, 2013 read with notification issued by Ministry of Corporate Affairs 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 had approved the re-appointment of M/s. HMVN & Associates, Cost Accountants, having their office at, 1011, Pearls Best Heights-II, C-09, Netaji Subhash Place, Pitampura, Delhi-110034, as Cost Auditors of the Company to conduct the Cost Audit for the financial year 2023-24.

As required under the provisions of Companies Act, 2013, a resolution seeking members approval for the Ratification and confirmation of remuneration of Cost Auditors for the financial year 2023-24, forms part of the Notice calling AGM of the Company.

The Company is maintaining the requisite cost records pertaining to power segment whose turnover for the financial year 2022-23 is ?9,560 lacs (excluding interunit sale).

Further, the Cost Audit Report for the financial year

2021- 22 has been filed with Ministry of Corporate Affairs within due course of time.

III) SECRETARIAL AUDITORS

As required under Section 204(1) of the Companies Act, 2013, read with rules framed thereunder, 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 Function of the Company.

The Secretarial Audit Report for the financial year

2022- 23 as submitted by M/s DMK Associates in the prescribed form MR-3 is attached as âAnnexure 4â and forming part of this Report.

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

1. There was a delay of one working day in giving advance notice of record date to the Stock Exchanges under regulation 42(2) of SEBI LODR for which fine of ?11,800/- (inclusive of 18% GST) each has been levied by the BSE & NSE respectively, which has been duly paid by the Company.

2. It is observed that the companyâs unit located at Alipur, Delhi have not complied with certain requirements under general laws applicable on it, however as per information provided, it was informed that only sorting / grading / packing of rice activity are done at the said unit & the unit has no production capacity.

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

1. The delay was inadvertent and the fine levied by NSE & BSE has been duly paid by the Company.

2. 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., Chartered Accountants, having their office at Plot No. 68, Okhla Industrial Area, Phase-III, New Delhi-110020, as the Internal Auditor of the Company to focus on Internal Audit functions of the Company. The independence of the audit and compliance is ensured by direct reporting of Internal Audit Team to the Audit Committee of the Company.

26. SECRETERIAL STANDARDS

The Institute of Company Secretaries of India (has currently mandated compliance with the Secretarial Standards on board meetings and general meetings. During the year under review, the Company has complied with the applicable Secretarial Standards.

27. CORPORATE GOVERNANCE REPORT

At KRBL Limited, it is our firm belief that the essence of good Corporate Governance lies in the phrase âYour Companyâ. It is âYour Companyâ because it belongs to you - the Stakeholders. The Chairman and the Directors are âYourâ fiduciaries and trustees.

Your Company has periodically updated its corporate governance guidelines. We have also sincerely followed the best practices to boost the long-term shareholder value and also to respect the minority rights. We also perceive it our inherent responsibility to disclose timely and accurate information regarding our financials and performance, as well as the leadership and governance of the Company.

Your Company is devoted to benchmarking itself with best global standards for providing good corporate governance. The Companies Act, 2013 and the SEBI Listing Regulations have strengthened the governance regime in the Country. Your Company complies with the governance requirements provided under SEBI Listing Regulations.

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate section on the Corporate Governance Report, forms an integral part of the Annual Report. A certificate from Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report.

The Company has also adopted the below mentioned policies and codes in line with the corporate governance requirements:

â¢ Policy on Preservation of Documents and Archival.

â¢ Policy on Sexual Harassment (Policy on POSH).

â¢ Nomination and Remuneration Policy.

â¢ Vigil Mechanism (Whistle Blower Policy).

â¢ Corporate Social Responsibility Policy.

â¢ Dividend Distribution Policy.

â¢ Policy for Determination of Materiality for Disclosure of Event or Information.

â¢ Policy on Related Party Transactions.

â¢ Policy for Determining Material Subsidiaries.

â¢ Policy on Board Diversity.

â¢ Code of Practice and Procedure for Fair Disclosure of Unpublished Price Sensitive Information.

â¢ Code of Conduct to Regulate, Monitor and Report Trading by Insiders.

â¢ Code of Business Conduct and Ethics for the Board of Directors, Senior Management Personnel and Other Employees.

All the above-mentioned policies and codes are made available on the Companyâs website under the link https://krblrice.com/policies-codes-related-documents.

28. CSR & ESG COMMITTEE

The Board of Directors of the Company enhanced the scope of the âCSR Committeeâ, by amending the terms of reference to include a focus on Environmental, Social and Governance (ESG) aspects as well. It has also established a mechanism of focused discussions on ESG matters in Board meetings. The nomenclature of CSR committee of the Board has also been changed from CSR Committee to CSR & ESG Committee. By incorporating ESG principles into our CSR initiatives, we aim to address broader systemic challenges that influence our business at large.

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

The Companyâs policy on CSR envisages expenditure in areas falling within the purview of Schedule VII of the Companies Act, 2013 and as permitted under the applicable laws. The detailed CSR policy is available on the Companyâs website at the weblink https://krblrice.com/ policy-guidelines/policy-corporate-social-responsibility.pdf

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

The Annual Report on CSR activities is attached as âAnnexure 5â forming part of this Report.

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

KRBL believes in communicating its ESG performance in a transparent manner and in line with it we are now moving from Business Responsibility Report (BRR) to the new reporting requirements on ESG parameters i.e. Business Responsibility & Sustainability Report (BRSR). We are proud to publish our 1st BRSR of the Company for the year 2022-23.

The BRSR would follow the format detailed in the amendment to Regulation 34(2) (f) of SEBI LODR Regulations vide Gazette notification no. SEBI/LAD-NRO/ GN/2021/22 dated May 05, 2021 and will form a part of this Integrated Annual Report. The BRSR for Financial Year 2022-23 is aligned with the nine principles of the National Guidelines on Responsible Business Conduct notified by the Ministry of Corporate Affairs, Government of India.

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

Pursuant to the provisions of Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has implemented an internal control system, commensurate with the size, scale and complexity of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The effectiveness of the IFC System of the Company is assessed by way of reporting by the independent professional firm on the testing of its design and operating effectiveness for the Financial Year ended 31 March 2023, who have confirmed in their report that the Company has, in all material respects adequate IFCs and such IFCs were operating effectively as of 31 March 2023, based on IFC criteria established by the Company, considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls issued by the Institute of Chartered Accountants of India.

Further, Audit Committee interacts with the aforementioned independent professional firm, the Statutory Auditors and the Management in dealing with matters within its terms of reference. During the year under review, such controls were assessed and no reportable material weakness in the design or operations was observed. Accordingly, the Board believes that the Companyâs IFCs were adequate and effective during Financial Year 2022-23.

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

31. RISK MANAGEMENT

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

32. RATINGS

During the financial year 2022-23, the Company is holding various ratings, which are as follows:

â¢ CARE: In September 2022, âCAREâ has reviewed and reaffirmed â[CARE]A1 â rating for Commercial Paper (CP) Limits of KRBL Limited.

â¢ ICRA: In November 2022, âICRAâ has reviewed and reaffirmed â[ICRA]AA- (Stable)â rating for Bank Limits on Long term scale and â[ICRA]A1 â rating for Bank Limits on Short term scale and Commercial Paper (CP) Limits of KRBL Limited

â¢ ICRA: In February 2023, âICRAâ has reviewed and assigned â[ICRA] AA (Stable)â rating for Bank Limits on Long term scale and reaffirmed â[ICRA] A1 â rating for Bank Limits on Short term scale and Commercial Paper (CP) Limits of KRBL Limited.

33. DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any Deposits during the financial year 2022-23 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not having any Unpaid or Unclaimed Deposits at the end of the Financial Year 2022-23.

34. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted zero tolerance for sexual harassment at the workplace. The Company is committed in providing a protective environment at the workplace for all its women employees. The Company dedicatedly emphasised on creating a work environment where every woman employee is treated with dignity and respect, as mandated under âThe Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013â. The Company has in place a formal policy on the prevention of Sexual Harassment at the Workplace (Policy on POSH) and has also constituted an Internal Complaint Committee at all its respective locations in compliance with the requirement of the Act. The policy is available on the Companyâs website at the weblink: https://krblrice.com/policy-guidelines/ SEXUAL%20HARASSMENT%20POLICY.pdf

The Company hasnât 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 financial year.

35. DEPOSITORY SYSTEM

The Companyâs shares are compulsorily tradable in electronic form. As of 31 March 2023, 99.95% of the Companyâs Paid-up Equity Share Capital representing 23,52,82,701 equity shares are in dematerialized form with both the Depositories.

The Company has established connectivity with both Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Considering the numerous advantages offered by the Depository System, members holding shares in physical mode are requested to avail of the dematerialization facility with either of the Depositories.

The Company has appointed M/s. Alankit Assignments Limited, a Category-I SEBI registered RTA as its Registrar and Share Transfer Agent across a physical and electronic alternative.

36. CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

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

I. National Stock Exchange of India Limited (NSE)

âExchange Plazaâ C-1, Block G,

Bandra-Kurla Complex,

Bandra (East), Mumbai-400 051

II. BSE Limited (BSE)

PhirozeJeejeebhoy Towers,

Dalal Street,

Mumbai-400 001

37. PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THECOMPANIES ACT, 2013

During the financial year 2022-23, the Company has neither made any investment(s) nor given any loan(s) or guarantee(s) or provided any security as prescribed under Section 186 of the Companies Act, 2013.

38. PARTICULARS OF LOAN(S) FROM DIRECTORS UNDER SECTION 73 OF THE COMPANIES ACT, 2013

During the financial year 2022-23, the Company has availed loan of ?2,657 lacs from Directors. The declarations in writing to the effect that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others has also been received by the Company from the concerned Directors.

39. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

During the financial year 2022-23, the Company has entered into transactions with Related Parties. The transactions as entered into by the Company with the Related Parties were in the ordinary course of business and on an armâs length basis are in accordance with the provisions of the Companies Act, 2013, read with the rules framed thereunder and SEBI Listing Regulations. Further, there were no transactions with Related Parties which qualify as Material Transactions under the SEBI Listing Regulations.

The Audit Committee of KRBL Limited has considered, approved and recommended to Board for Omnibus Approval and criteria for Omnibus Approval for entering into transactions with Related Parties for the financial year 2022-23, 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 their periodical review. The details of the Related Party Transactions as per Indian Accounting Standard (Ind AS) 24 are set out in Note 47 to the Standalone Financial Statements forming part of this Report.

Further, pursuant to the provisions of Section 188 of the Companies Act, 2013 read with rules framed thereunder, the disclosure of particulars of contracts/arrangements with Related Parties in Form AOC-2 is attached as âAnnexure 6â and forming part of this Report.

The Company has a well-defined process of identification of related parties and transactions with related parties, its approval and review process. The Company has also adopted a Policy on Related Party Transactions, the same is also available on theCompanyâs website at the weblink https://krblrice.com/wp-content/uploads/2022/03/1.-Policy-on-Related-Party-Transactions..pdf.

40. DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, the Company has established a mechanism called âVigil Mechanism (Whistle Blower Policy)â for Directors and Employees to report unethical behavior, actual or suspected fraud or violation of the Companyâs 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 from any Whistle Blower during the financial year 2022-23.

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

41. ENVIRONMENT, HEALTH AND SAFETY

The Company continues to focus on employee well-being, developing safe and efficient products and minimizing the environmental impact of our operations on society. The Company is conducting its operations in such a manner so as to ensure the safety of all concerned compliances of environmental regulations and preservation of natural resources.

For the safety and protection of Employees, the Company has formulated and implemented a policy on the prevention of Sexual Harassment at the Workplace with an effective mechanism of lodging complaints.

42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYâS OPERATIONS IN FUTURE

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

43. DISCLOSURE ON MATERIAL LEGAL CASESI) INCOME TAX DEMAND

In the year ended 31 March 2019, the Company had received assessment orders along with demand notices under Section 153A/143(3) of the Income-tax Act, 1961, with respect to assessment years 2010-11 to 2016-17, aggregating to ?126,920 lakh (including

interest), which was contested by the Company before CIT (Appeals), New Delhi. The Honâble CIT (Appeals) vide its order dated 11 March 2020, granted partial relief to the Company and reduced the said demand to ?9,883 Iakh (including interest). The Company had already deposited an amount of ?18,990 lakh, (net of refund), under protest, in respect of tax demand raised by the ITD.

Later, the Company and the Income Tax Department (âITDâ) had filed appeals before the Honâble Income Tax /Appellate Tribunal (Honâble Tribunal), New Delhi, for the matters sustained and set-aside at the CIT (Appeals) levels, respectively.

Further, the Company had also received penalty orders for A Y 2010-11 to 2016-17 on the issues sustained by CIT(A) to the tune of ?11,896 lakh, against which appeals was filed before CIT(A).

Subsequently, the Honâble Tribunal vide its consolidated order dated 9 May 2022, has granted relief in favour of the Company reducing the liability to ?96 lakhs (including interest) and has dismissed all the appeals filed by ITD. The sustained matter by the Honâble Tribunal has been remand back to the Income-tax officer for further review. Simultaneously, CIT(A) has also quashed the demand of penalty, raised by the assessing officer of ?11,896 lakh. At the year end, the management has assessed ?96 lakh as contingent liability and is evaluating available legal remedies.

The Board of Directors of the Company basis the legal assessment as undertaken by the management are confident that the Company has a favourable case and the remaining demand shall also be deleted at the ITAT level.

II) 9^th supplementary complaint under pmla

FILED BY DIRECTORATE OF ENFORCEMENT (ED)

The Companyâs Joint Managing Director, Mr. Anoop Kumar Gupta (âJMDâ), had been detained and released on bail by the Directorate of Enforcement (âEDâ) pursuant to certain allegations against the Company, KRBL DMCC (a subsidiary of KRBL Limited) and JMD. As per criminal complaint filed it is alleged that M/s Rawasi Al Khaleej General Trading LLC (âRAKGTâ) had received proceeds of crime of USD 24.62 million in AgustaWestland case during the period 20082010 which in turn had been transferred to KRBL Limited through KRBL DMCC. Basis the affidavit filed by Balsharaf Group (one of the Customer of the Company) in the Honâble High Court of Delhi in the said matter, the amount of USD 24.62 million had been received by RAKGT in the account of Balsharaf Group. Pursuant to this, ED had attached 1,43,33,221 shares of Balsharaf Group held in KRBL Limited. Based on the opinion taken from the independent legal counsel, the management is of the view that since the investigation is still ongoing no adverse opinion can be drawn.

The Company had appointed an independent professional firm (âIPâ) to review the aforesaid allegations, to assess the impact, if any, on the financial statement and control environment of the Company. Further during the current year, the IP has issued a report to the Board of Directors with respect to the aforesaid review. The board of the directors has discussed and approved the report, and has responded to the observation contained therein, basis that no further action is proposed.

However, pending the ongoing investigation on the above matter, no adjustment has been made in the financial statement. The management of the Company is confident that the above stated matter will be resolved soon.

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

Since a complaint has been filed, it will take its legal recourse however, Neither KRBL nor anyone associated with it ever, directly or indirectly indulged in any unethical practice, whatsoever. KRBL always believes in the highest standards of corporate governance and transparency and is determined to take effective steps.

44. INDUSTRIAL RELATIONS

The Company has been successfully maintaining a healthy, cordial and harmonious industrial relations at all levels. Despite the severe competition, the enthusiasm and unstinting efforts of the Employees have enabled the Company to remain at the forefront of the industry. It has undertaken various measures to improve productivity across the organization.

The Company has continuously received co-operation and unstinted support from the distributors, retailers, stockists, suppliers and others associated with the Company as its Trading Partners. The Directors wish to place on record their appreciation for the support. The Company will continue its endeavor 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.

45. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Pursuant to the Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, KRBL Limited is having the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The said Code is available on the Companyâs website at the weblink https://krblrice.com/wp-content/uploads/2022/02/Code-of-Conduct-to-Regulate-Monitor-Report-Trading-by-Insiders.pdf

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) Issue of equity shares with differential rights as to dividend, voting or otherwise.

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

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

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

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

47. APPRECIATION

The Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors, and consultants/advisors of the Company for their sincere and dedicated services as well as their collective contribution to the Companyâs performance.

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

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

Mar 31, 2022

Your Directors are delighted to present the 29^th (Twenty Ninth) Annual Report on Company''s Business Operations along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31 March 2022.

1. RESULTS OF OUR OPERATIONS

The Company''s financial performance for the year under review has been encouraging on the backdrop of challenging conditions. Key aspects of Consolidated and Standalone Financial Performance of the Company for the current financial year 2021-22 along with the previous financial year 2020-21 are tabulated below:

('' in lacs, except as stated)
Particulars	Consolidated		Standalone
	Year Ended	Year Ended	Year Ended	Year Ended
	31 March 2022	31 March 2021	31 March 2022	31 March 2021
Revenue from operations	4,21,056	3,99,188	4,21,056	3,99,188
Other income	4,271	2,268	4,246	2,243
Total income	4,25,327	4,01,456	4,25,302	4,01,431
Operating expenditure	3,54,852	3,16,966	3,54,768	3,16,808
Earnings before interest, tax, depreciation and amortization (EBITDA)	70,475	84,490	70,534	84,623
Finance costs	1,340	2,359	1,340	2,359
Depreciation and amortisation expense	7,422	7,195	7,417	7,190
Profit before tax (PBT)	61,713	74,936	61,777	75,074
Tax expense: Current tax	16,567	19,824	16,567	19,824
Deferred tax	(794)	(779)	(794)	(779)
Profit for the year	45,940	55,891	46,004	56,029
Other comprehensive income/(loss) for the year	71	596	39	630
Total comprehensive income for the year	46,011	56,487	46,043	56,659
Earning per share (Face Value of ''1 each) - Basic (In '')	19.52	23.74	19.54	23.80
- Diluted (In '')	19.52	23.74	19.54	23.80

2. STATE OF COMPANY AFFAIRS

Your Company is focusing on the strategic pillars of cost efficiency programs, innovation, brand building and distribution in order to sustain growth and profitability. While the inflationary environment continues to pose a challenge, your Company maintained a stable outlook on demand and showcased a strong performance during the financial year 2021-22 under review. The highlights of the performance on a consolidated basis are as under:

â¢ Company''s Revenue from operations stood at f4,21,056 lacs (31 March 2021 f3,99,188 lacs).

â¢ Company''s Earnings before interest, tax, depreciation and amortisation (EBITDA) stood at f70,475 lacs (31 March 2021 f 84,490 lacs).

â¢ Company''s Profit before tax (PBT) stood at ^61,713 lacs (31 March 2021 f74,936 lacs).

â¢ The Company''s Profit after tax (PAT) stood at f45,940 lacs (31 March 2021 ^55,891 lacs).

â¢ Company''s total comprehensive income for the year stood at f46,011 lacs (31 March 2021 f 56,487 lacs).

â¢ Company''s Return on Capital Employed (ROCE) stood at 15%.

â¢ Net Worth of the Company increased by 10% to f4,07,024 lacs (31 March 2021 ^3,69,251 lacs).

â¢ The Company achieved 10% CAGR growth in net sales, 12% CAGR growth in EBITDA and 20% CAGR growth in Net Profit over the last decade.

â¢ Earnings per Equity Share (EPS) for the year stood at f 19.52 (31 March 2021 f23.74).

â¢ The dividend proposed by the Company on the profits earned in FY 2021-22 was 350 % (i.e. f3.50 per equity share of face value of f1 each).

3. DIVIDEND

Premised on performance reported during the year along with strong financial position of the Company, the Board of Directors of the Company, in their meeting held on 27 May 2022, had recommended a Final Dividend @ 350% i.e. f3.50 per equity share on 23,53,89,892 equity shares having face value of f1 each for financial year 2021-22 absorbing a total dividend outgo of f8239 lacs (excluding taxes). The proposed Dividend shall be paid subject to the approval of shareholders in the ensuing Annual General Meeting (hereinafter referred to as "AGM") of the Company. The Final Dividend as recommended by the Company is in accordance with the Dividend Distribution Policy of the Company framed pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"). The Dividend Distribution Policy of the Company may be accessed on the Company''s website at the weblink 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 FINANCIAL YEAR

During the financial year 2021-22, no entity became or ceased to be the Subsidiary, Joint Venture or Associate of the Company.

5. TRANSFER TO RESERVES

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

6. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31 March 2022 is f2,354 lacs. There has been no change in the paid-up Equity Share Capital of the Company during the financial year. Further, the Company has no other type of securities except equity shares forming part of Equity 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 Companies Act, 2013, 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 f7,60,446 to the Investor Education and Protection Fund during the financial year 2021-22. This amount was lying unclaimed with the Company for a period of seven years or more after the declaration of dividend for the financial year 2013-14.

Further, pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with the Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) during the financial year 2021-22, the Company has transferred 3,748 equity shares which belonged to a total of 29 shareholders whose dividend has not been paid or claimed for seven consecutive years or more to the demat account of IEPF Authority i.e. INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY, MINISTRY OF CORPORATE AFFAIRS, bearing DP ID IN300708 and Client ID 10656671, being maintained with NSDL. Before transferring the above-mentioned shares, the Company had published a newspaper advertisement and had also sent individual letters to the concerned shareholders who hadn''t claimed or encashed their dividend for seven or more consecutive years.

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

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this Financial Statement relates and till the date of this Report.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There hasn''t been any change in the nature of the business of the Company during the financial year 2021-22.

10. SEGMENT REPORTING

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

11. CASH FLOW STATEMENT

The Cash Flow Statement of the Company for the financial year ended on 31 March 2022 has been prepared in accordance with Ind AS 7. The âStatement of Cash Flows'' is attached and forms part of the Financial Statements of the Company.

Name	Designation	Category
Mr. Devendra Kumar Agarwal	Chairman	Independent NonExecutive Director
Mr. Anoop Kumar Gupta	Member	Executive & Joint Managing Director
Mr. Ashwani Dua	Member	Independent NonExecutive Director
Mr. Shyam Arora	Member	Independent NonExecutive Director
Mr. Vinod Ahuja	Member	Independent NonExecutive Director

S.No.	Name of KMPs	Designation
1.	Mr. Anil Kumar Mittal	Chairman & Managing Director
2.	Mr. Arun Kumar Gupta	Joint Managing Director
3.	Mr. Anoop Kumar Gupta	Joint Managing Director
4.	Ms. Priyanka Mittal	Whole Time Director
5.	Mr. Ashish Jain	Chief Financial Officer
6.	Mr. Raman Sapra	Company Secretary

12. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company familiarizes its Directors about their role and responsibilities at the time of their appointment through a formal letter of appointment. Presentations and regulatory updates are regularly made available at the meetings of the Board and its various Committees on the relevant matters. All efforts are made to keep Independent Directors aware. The familiarization of Independent Directors may be accessed on the Company''s website at the weblink https://krblrice.com/wp-content/ uploads/2022/06/Familiarization.pdf

13. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has two Subsidiaries viz., KRBL DMCC, Dubai (Comprises a step down Wholly Owned Subsidiary) and K B Exports Private Limited, India. There is no Associate Company within the meaning of Section 2(6) of the Companies Act, 2013. Further, there hasn''t been any material change in the nature of the business of the Subsidiaries during the financial year 2021-22.

The Consolidated Financial Statements of the Company for the financial year 2021-22 are prepared in compliance with applicable provisions of the Companies Act, 2013, read with the Rules issued thereunder, applicable Indian Accounting Standards (Ind-As) and SEBI Listing Regulations. The Consolidated Financial Statements have been prepared by consolidating the audited Financial Statements of the Company and its Subsidiaries. Further, pursuant to the proviso of sub section (3) of section 129 of the Companies Act, 2013 read with 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 âAnnexure 1'' and forming part of this Report.

Pursuant to the provisions of Companies Act, 2013, the Financial Statements of the Subsidiary Companies and the related information have also been made available for inspection by the members at the Corporate Office of the Company during business hours on all days except Sunday and Holiday, upto the date of ensuing AGM of the Company. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office/Corporate Office of the Company. The Financial Statements including the Consolidated Financial Statements, Financial Statements of Subsidiaries and all other documents are also available on the Company''s website www.krblrice.com under the link Investor Relations.

14. BOARD OF DIRECTORS Board Composition

As on 31 March 2022, the Company''s Board has a strength of 9 (Nine) Directors including 2 (Two) Woman Directors. The Chairman of the Board is an Executive Director. The composition of the Board is as below:

Category	Number of	% of Total
	Directors	Number of
		Directors
Executive Directors	4	44
Independent Non-Executive Directors	5	56

The detailed section on âBoard of Directors'' is also given in the âReport on Corporate Governance''.

Pursuant to the provisions of Section 149(13) of the Companies Act, 2013 and the Articles of Association of the Company, all Directors except Independent Directors are liable to retire by rotation. The Independent Directors of the Company are to hold office for 5 (Five) consecutive years starting from 14 September 2019 to 13 September 2024 (except for Ms. Priyanka Sardana who would hold the office for a period of 5 (Five) consecutive years w.e.f. 25 September 2019).

During the year, Mr. Alok Sabharwal, an Independent NonExecutive Director of the Company, ceased to be a Director on the Board of KRBL Limited w.e.f. the closure of business hours on 10 August 2021, due to the completion of his tenure. The Board placed on record their sincere appreciation for the guidance and contribution made by Mr. Alok Sabharwal during his tenure.

Declaration by Independent Directors

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 Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the criteria of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel and other Employees.

Retirement by rotation and subsequent re-appointment

last appointment. Further, pursuant to the provisions of Section 149(13) of the Companies Act, 2013, the retirement of directors by rotation shall not be applicable to the Independent Directors.

Accordingly, Mr. Anoop Kumar Gupta (DIN: 00030160), the Joint Managing Director of the Company, being longest in his office amongst the Directors is liable to retire by rotation this year. However, being eligible, he has offered his candidature for re-appointment. This shall not constitute a break in the office of Mr. Anoop Kumar Gupta as Joint Managing Director of the Company.

Re-appointment of Executive Director for a period of 5 (five) years

The Members at the 24th Annual General Meeting of the Company held on 26 September 2017, had approved the re-appointment of Ms. Priyanka Mittal (DIN: 00030479) as a Whole Time Director of the Company for a period of five years with effect from 26 September 2017 till 25 September 2022. The Board of Directors had based on the recommendation of Nomination and Remuneration Committee and subject to approval of the Members, approved the re-appointment of Ms. Priyanka Mittal as Whole Time Director of the company, for a further period of five years w.e.f 26 September 2022 to 25 September 2027.

Brief resume of the Directors being re-appointed

As required, pursuant to the Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards-2 on General Meetings, the brief resume of Mr. Anoop Kumar Gupta and Ms. Priyanka Mittal seeking re-appointment, which inter-alia includes the particulars w.r.t. the experience and expertise, list of other Companies in which Mr. Anoop Kumar Gupta and Ms. Priyanka Mittal are holding Directorships, Committee Memberships/Chairmanships and Inter-se relationships with other Directors, is provided in the Notice calling AGM of the Company.

The Company is seeking approval of Shareholders for the reappointment of Mr. Anoop Kumar Gupta and Ms. Priyanka Mittal and the same is included in the Notice calling AGM of the Company. The Board recommends the re-appointment of Mr. Anoop Kumar Gupta and Ms. Priyanka Mittal in the ensuing AGM of the Company.

15. AUDIT COMMITTEE

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations, as on 31 March 2022, the Audit Committee of KRBL Limited comprises of the following 5 (Five) Members, out of which 4 (Four) Members are Independent NonExecutive Directors and 1 (One) is Executive Director:

16. KEY MANAGERIAL PERSONNELS

During the year, Mr. Rakesh Mehrotra had retired from the position of Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. the closure of business hours on 31 October 2021 and Mr. Ashish Jain was appointed as Joint Chief Financial Officer under the category of Key Managerial Personnel of the Company w.e.f. 13 September 2021 and designated as Chief Financial Officer and Key Managerial Personnel w.e.f. 01 November 2021.

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

The remuneration paid to the Executive Directors is in accordance with the Nomination and Remuneration Policy of KRBL Limited formulated in accordance with Section 134(3)(e) and Section 178(3) of the Companies Act, 2013

read with Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy has been outlined below:

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

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

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

vii) To assist the Board in fulfilling all other responsibilities as may be expected from the Nomination and Remuneration Committee of the Company.

The full version of the Nomination and Remuneration policy of KRBL Limited may be accessed on the Company''s website at the weblink https://krblrice.com/policy-guidelines/ nomination-renumeration-policy.pdf

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS HELD DURING THE FINANCIAL YEAR 2021-22

During the financial year 2021-22, 5 (Five) Meetings of the Board of Directors were held on 29 June 2021, 13 August 2021, 04 September 2021, 08 November 2021 and 12 February 2022. For details thereof, kindly refer to the section âBoard Meetings and Procedures - Details of the Board Meetings held and attended by the Directors during the financial year 2021-22'' in the Report on Corporate Governance.

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

The ultimate responsibility for sound governance and prudential management of a company dawns with its Board. Hence, the Board must remain continually energized, proactive and effective.

The Board evaluated the effectiveness of its functioning and that of the Committees and individual Directors by seeking their inputs on various aspects of Corporate Governance.

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 fulfillment of Directors'' obligations and fiduciary responsibilities, including but not limited to, active participation in the Board and Committee Meetings.

The Companies Act, 2013, not only mandates the Board and Director''s evaluation but also requires the evaluation to be formal, regular and transparent. Subsequently, the SEBI Listing Regulations also contain the provisions regarding the requirement of performance evaluation of the Independent Directors by the entire Board of Directors.

Following the framework, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, the Board of Directors of the Company in its meeting held on 12 February 2022, had carried out the performance evaluation process.

The Independent 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, the Non-Independent Directors and the Board as a whole. Further, the performance of the Chairman of the Company and the Committees were also reviewed in this meeting. The performance review was conducted taking into consideration the views of the Executive and NonExecutive Directors.

In compliance with the provisions of the SEBI Listing Regulations, the Board of Directors has also evaluated every Independent Director''s performance during the financial year.

The Nomination and Remuneration Committee has also evaluated every Director''s performance.

The Directors expressed their satisfaction with the evaluation process.

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

20. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, 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 31 March 2022, 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 2022 and of the profit of the Company for the financial year ending on 31 March 2022;

iv) that the Annual Financial Statements for the financial year ending on 31 March 2022 have been prepared on a going concern basis;

v) that the Director''s had 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 Director''s had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. OPERATIONS, PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY

A detailed review of the operations, the performance and future outlook of the Company are being given separately under the head âManagement Discussion and Analysis'' Report pursuant to Regulation 34 read with Part B of Schedule V of the SEBI Listing Regulations, the same is annexed and forming part of this Report.

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

23. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The particulars regarding the remuneration of the Directors and the KMPs as per Section 197 of the Companies Act, 2013, read with rules framed thereunder, are attached as "Annexure 3" and forming part of this Report. In terms of the first proviso to Section 136(1) of the Companies Act, 2013, the report and accounts are being sent to the members and others entitled thereto, excluding the information on Employees'' remuneration particulars mentioned under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members during business hours on all days except Sunday and Holidays. Any Member interested in inspecting the same may write to the Company Secretary at the Registered Office/Corporate Office of the Company.

24. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company containing the particulars as prescribed under Section 92 of the Companies Act, 2013, in Form MGT-7, is available on the Company''s website at the web link https://krblrice.com/fy-2022/annual-report/MGT-7_ Annual-Return_FY-2021-22.pdf

25. AUDITORS AND AUDITORSâ REPORT

I) STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were appointed as the Statutory Auditors of the Company by the Shareholders in the 25^th AGM of the Company held on 20 August 2018 for a period of 5 years i.e. to hold office till the conclusion of the 30^th AGM to be held in the calendar year 2023. The requirement to place the matter relating to ratification of appointment by shareholders at every AGM has been done away by the Companies (Amendment) Act, 2017 w.e.f. 07 May 2018.

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:

As stated in Note 48(A)(4) to the Standalone Financial Statements, the Enforcement Directorate (âED'') is investigating the Company''s Joint Managing Director Mr. Anoop Kumar Gupta (âJMD'') under the Prevention of Money Laundering Act, 2002,

for alleged involvement in Agusta Westland case. Further, the ED has filled 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 allegations on the financial statement and its control environment was performed by an independent professional firm appointed by the Board of Directors and in our view as per their report, there is no conclusive evidence to ascertain impact of the aforesaid matter on the financial statement of the Company and its control environment. 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 standalone financial statements in this respect.

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

As stated in Note 47(A)(4) to the Consolidated Financial Statements, the Enforcement Directorate (âED'') is investigating the Holding Company''s Joint Managing Director Mr. Anoop Kumar Gupta (âJMD'') under the Prevention of Money Laundering Act, 2002, for alleged involvement in Agusta Westland case. Further, the ED has filled criminal complaint and made certain allegations against the Holding Company, KRBL DMCC (a subsidiary of the Holding Company) and JMD. As further described in the said note, a review of the impact of allegations on the financial statement and its control environment was performed by an independent professional firm appointed by the Board of Directors and in our view, as per their report, there is no conclusive evidence to ascertain impact of the aforesaid matter on the financial statement of the Holding Company and its control environment. 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 consolidated financial statements in this respect.

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

The Company''s Joint Managing Director, Mr. Anoop Kumar Gupta (âJMD''), had been detained and released on bail by the Directorate of Enforcement (âED'') pursuant to certain allegations against the Company, KRBL DMCC (a subsidiary of KRBL Limited) and JMD. As per criminal complaint filed it is alleged that M/s Rawasi Al Khaleej General Trading LLC (âRAKGT'') had received proceeds of crime of USD 24.62 million in AgustaWestland case during the period 2008-2010 which in turn had been transferred to KRBL Limited through KRBL DMCC. Basis the affidavit filed by Balsharaf Group (one of the Customer of the Company) in the Hon''ble High Court of Delhi in the said matter, the amount of USD 24.62 million had been received by

RAKGT in the account of Balsharaf Group. Pursuant to this, ED had attached 1,43,33,221 shares of Balsharaf Group held in KRBL Limited. Based on the opinion taken from the independent legal counsel, the management is of the view that since the investigation is still ongoing no adverse opinion can be drawn.

The Company had appointed an independent professional firm (âIP'') to review the aforesaid allegations, to assess the impact, if any, on the financial statement and control environment of the Company. Subsequent to the year ended 31 March 2022, the IP has issued a report to the Board of Directors with respect to the aforesaid review. The board of the directors has discussed and approved the report, and has responded to the observation contained therein, basis that no further action is proposed.

II) COST AUDITORS

As per Section 148 of the Companies Act, 2013 read with notification issued by Ministry of Corporate Affairs regarding the Cost Audit of power segment, the Company is required to conduct 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 had approved the re-appointment of M/s. HMVN & Associates, Cost Accountants, having their office at, 1011, Pearls Best Heights-II, C-09, Netaji Subhash Place, Pitampura, Delhi-110 034, as Cost Auditors of the Company to conduct the Cost Audit for the financial year 2022-23.

As required under the provisions of Companies Act, 2013, a resolution seeking members approval for the Ratification and confirmation of remuneration of Cost Auditors for the financial year 2022-23, forms part of the Notice calling AGM of the Company.

The Company is maintaining the requisite cost records pertaining to power segment whose turnover for the financial year 2021-22 is ^11,153 lacs (excluding interunit sale).

Further, the Cost Audit Report for the financial year

2020- 21 has been filed with Ministry of Corporate Affairs.

III) SECRETARIAL AUDITORS

As required under Section 204(1) of the Companies Act, 2013, read with rules framed thereunder, M/s. DMK Associates, Company Secretaries, having their office at, 31/36 Basement, Old Rajender Nagar, Delhi-110 060, was appointed to conduct the Secretarial Audit Function of the Company.

The Secretarial Audit Report for the financial year

2021- 22 as submitted by M/s DMK Associates in the prescribed form MR-3 is attached as âAnnexure 4'' and forming part of this Report.

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

It is observed that certain statutory requirements of general laws applicable on the company''s units located at Alipur, Delhi have not been complied with, however as per information provided, it was informed that only sorting / grading / packing of rice activity are done at the said unit and the unit has no production capacity.

The Company is taking all necessary steps to comply with the observations of the Secretarial Auditors as mentioned in the Secretarial Audit Report.

IV) INTERNAL AUDITORS

The Company has appointed M/s. S S Kothari Mehta & Co., Chartered Accountants, having their office at Plot No. 68, Okhla Industrial Area, Phase-III, New Delhi-110 020, as the Internal Auditor of the Company to focus on Internal Audit functions of the Company. The independence of the audit and compliance is ensured by direct reporting of Internal Audit Team to the Audit Committee of the Company.

26. CORPORATE GOVERNANCE

At KRBL Limited, it is our firm belief that the essence of good Corporate Governance lies in the phrase âYour Company''. It is âYour Company'' because it belongs to you -the Stakeholders. The Chairman and the Directors are âYour'' fiduciaries and trustees.

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 the weblink: https://krblrice.com/codes/Code-of-Business-Conduct-and-Ethics.pdf A separate section titled âReport on Corporate Governance'' has been included in this Annual Report along with Secretarial Auditors Certificate on Corporate Governance.

The Company has also adopted the below mentioned policies and codes in line with the corporate governance requirements:

â¢ Policy on Preservation of Documents and Archival.

â¢ Policy on Sexual Harassment (Policy on POSH).

â¢ Nomination and Remuneration Policy.

â¢ Vigil Mechanism (Whistle Blower Policy).

â¢ Corporate Social Responsibility Policy.

â¢ Dividend Distribution Policy.

â¢ Policy for Determination of Materiality for Disclosure of Event or Information.

â¢ Policy on Related Party Transactions.

â¢ Policy for Determining Material Subsidiaries.

â¢ Policy on Board Diversity.

â¢ Code of Practice and Procedure for Fair Disclosure of Unpublished Price Sensitive Information.

â¢ Code of Conduct to Regulate, Monitor and Report Trading by Insiders.

â¢ Code of Business Conduct and Ethics for the Board of Directors, Senior Management Personnel and Other Employees.

All the above-mentioned policies and codes are made available on the Company''s website under the link https://krblrice.com/

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

KRBL Limited believes that sustainable business growth rests on the triple bottom line approach, the growth of our people, safeguarding the environment where we operate, and profit from our business operations. We also understand that the wellbeing of the community where we operate helps us grow our business and hence we value people around our operating facilities and promote inclusive growth.

We endeavour to serve society and achieve excellence. We emphasize on improving the quality of life and engage with the communities by ensuring environmental sustainability, promoting healthcare, education and other related activities.

Pursuant to Section 135 of the Companies Act, 2013, read with rules framed thereunder, the Company is having in place the Corporate Social Responsibility (cSr) Committee under the chairmanship of Mr. Anil Kumar Mittal, Chairman & Managing Director. The other Members of the Committee are Mr. Anoop Kumar Gupta, Joint Managing Director, Ms. Priyanka Mittal, Whole Time Director and Mr. Ashwani Dua and Mr. Vinod Ahuja, Independent Non-Executive Directors.

The Company''s policy on CSR envisages expenditure in areas falling within the purview of Schedule VII of the Companies Act, 2013 and as permitted under the applicable laws. The detailed CSR policy is available on the Company''s website at the weblink https://krblrice.com/policy-guidelines/policy-corporate-social-responsibility.pdf

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

supply chain disruptions across the globe continued to impact the business. The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board of Directors of the Company has constituted Risk Management Committee which has, interalia, been entrusted with the responsibility of Overseeing implementation/Monitoring of Risk Management Plan and Policy; and continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed. The Board of Directors in consultation with the Risk Management Committee has also developed Risk Management Policy for the Company which articulates the Company''s approach to address the uncertainties of elements of risk in its endeavour to achieve its stated and implicit objectives.

31. RATINGS

During the financial year 2021-22, the Company is holding various ratings, which are as follows:

â¢ CARE: In September 2021, "CARE" has reviewed and assigned "[CARE]A1 " rating for Commercial Paper (CP) Limits of KRBL Limited.

â¢ ICRA: In November 2021, "ICRA" has reviewed and assigned "[ICRA]AA- (Stable)" rating for Bank Limits on Long term scale, "[ICRA]A1 " rating for Bank Limits on Short term scale and Commercial Paper (CP) Limits of KRBL Limited.

32. DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any Deposits during the financial year 2021-22 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not having any Unpaid or Unclaimed Deposits at the end of the Financial Year 2021-22.

33. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed in providing a protective environment at the workplace for all its women employees. The Company dedicatedly emphasised on creating a work environment where every woman employee is treated with dignity and respect, as mandated under "The Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Company has in place a formal policy on the prevention of Sexual Harassment at the Workplace (Policy on POSH) and has also constituted an Internal Complaint Committee at all its respective locations in compliance with the requirement of the Act. The policy is available on the Company''s website at the weblink https://krblrice.com/policy-guidelines/ SEXUAL%20HARASSMENT%20POLICY.pdf

The Company hasn''t received any Complaints on Sexual Harassment during the financial year under review. The Internal Complaint Committees of the Company has also

28. BUSINESS RESPONSIBILITY REPORT (BRR)

In compliance with the SEBI Listing Regulations, the BRR 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 BRR is attached as âAnnexure 6'' and forming part of this Report.

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

Pursuant to the provisions of Section 134(3)(q) of the Companies Act, 2013 and Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has implemented an internal control system, commensurate with the size, scale and complexity of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The effectiveness of the IFC System of the Company is assessed by way of reporting by the independent professional firm on the testing of its design and operating effectiveness for the Financial Year ended 31 March 2022, who have confirmed in their report that the Company has, in all material respects adequate IFCs and such IFCs were operating effectively as of 31 March 2022, based on IFC criteria established by the Company, considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls issued by the Institute of Chartered Accountants of India.

Further, Audit Committee interacts with the aforementioned independent professional firm, the Statutory Auditors and the Management in dealing with matters within its terms of reference. During the year under review, such controls were assessed and no reportable material weakness in the design or operations was observed. Accordingly, the Board believes that the Company''s IFCs were adequate and effective during Financial Year 2021-22.

Kindly refer Statutory Auditors Report on IFC forming part of the Financial Statements which is with qualified opinion.

30. RISK MANAGEMENT

Risk management is integral to the Company''s strategy and for the achievement of the long-term goals. With the continuation of the COVID-19 pandemic, the challenges of uncertain lockdowns, unlock phases, health hazards and

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 financial year.

34. DEPOSITORY SYSTEM

The Company''s shares are compulsorily tradable in electronic form. As of 31 March 2022, 99.95% of the Company''s Paid-up Equity Share Capital representing 23,52,62,540 equity shares are in dematerialized form with both the Depositories.

The Company has established connectivity with both Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Considering the numerous advantages offered by the Depository System, members holding shares in physical mode are requested to avail the dematerialization facility with either of the Depositories.

The Company has appointed M/s. Alankit Assignments Limited, a Category-I SEBI registered RTA as its Registrar and Share Transfer Agent across a physical and electronic alternative.

35. 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

36. PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the financial year 2021-22, the Company has neither made any investment(s) nor given any loan(s) or guarantee(s) or provided any security as prescribed under Section 186 of the Companies Act, 2013.

37. PARTICULARS OF LOAN(S) FROM DIRECTORS UNDER SECTION 73 OF THE COMPANIES ACT, 2013, READ WITH COMPANIES (ACCEPTANCE OF DEPOSITS) RULES, 2014

During the financial year 2021-22, the Company has availed loan of ?2,033 lacs from Directors. The declarations in writing to the effect that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others has also been received by the Company from the concerned Directors.

38. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

During the financial year 2021-22, the Company has entered into transactions with Related Parties. The transactions as entered into by the Company with the Related Parties were in the ordinary course of business and on an arm''s length basis are in accordance with the provisions of the Companies Act, 2013, read with the rules framed thereunder and SEBI Listing Regulations. Further, there were no transactions with Related Parties which qualify as Material Transactions under the SEBI Listing Regulations.

The Audit Committee of KRBL Limited has considered, approved and recommended to Board for Omnibus Approval and criteria for Omnibus Approval for entering into transactions with Related Parties for the financial year 2021-22, 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 their periodical review. The details of the Related Party Transactions as per Indian Accounting Standard (Ind AS) 24 are set out in Note 47 to the Standalone Financial Statements forming part of this Report.

Further, pursuant to the provisions of Section 188 of the Companies Act, 2013 read with rules framed thereunder, the disclosure of particulars of contracts/ arrangements with Related Parties in Form AOC-2 is attached as âAnnexure 7'' and forming part of this Report.

The Company has also adopted a Policy on Related Party Transactions, the same is also available on the Company''s website at the weblink https://krblrice.com/ wp-content/uploads/2022/03/1 .-Policy-on-Related-Party-Transactions..pdf

39. DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, the Company has established a mechanism called âVigil Mechanism (Whistle Blower Policy)'' for Directors and Employees to report unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics, policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the Directors and Employees to report their concerns directly to the Chairman of the Audit Committee of the Company. The Company has not received any complaint from any Whistle Blower during the financial year 2021-22.

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

40. ENVIRONMENT, HEALTH AND SAFETY

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYâS 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.

42. DISCLOSURE ON MATERIAL LEGAL CASES

I) INCOME TAX DEMAND

During the year ended 31 March 2019, the Company had received assessment orders along with demand notices under Section 153A/143(3) of the Income-tax Act, 1961, with respect to assessment years 2010-11 to 2016-17, aggregating to ?126,920 lacs (including interest), which was contested by the Company before CIT (Appeals), New Delhi. The Hon''ble CIT(Appeals) vide its order dated 11 March 2020, granted partial relief to the Company and reduced the said demand to ?9,883 lacs (including interest). The Company had already deposited an amount of ? 18,990 lacs, (net of refund), under protest, in respect of tax demand raised by the Income Tax Department (âITD'').

Later, the Company and the âITD'' had filed appeals before the Hon''ble Income Tax Appellate Tribunal (Hon''ble Tribunal), New Delhi, for the matters sustained and set-aside at the CIT (Appeals) levels, respectively. Further, the Company had also received penalty orders for AY 2010-11 to 201617 on the issues sustained by CIT(A) to the tune of $ 1 1,896 lacs, against which appeals was filed before CIT(A).

Subsequent to the year ended 31 March 2022, the Hon''ble Tribunal vide its consolidated order dated 9 May 2022, has granted relief in favour of the Company reducing the liability to ?96 lacs (including interest) and has dismissed all the appeals filled by ITD. The sustained matter by the Hon''ble Tribunal has been remanded back to the Income-tax officer for further review.

Simultaneously, CIT(A) has also quashed the demand of penalty, raised by the Assessing Officer of ?11,896 lacs. At the year end, the management has assessed ?96 lacs as contingent liability and is evaluating available legal remedies.

II) 9TH SUPPLEMENTARY COMPLAINT UNDER PMLA FILED BY THE DIRECTORATE OF ENFORCEMENT (ED)

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

43. INDUSTRIAL RELATIONS

The Company has been successfully maintaining a

healthy, cordial and harmonious industrial relations at all

levels. Despite the severe competition, the enthusiasm

and unstinting efforts of the Employees have enabled the

Company to remain at the forefront of the industry. It has undertaken various measures to improve productivity across the organization.

44. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India and as approved by the Central Government.

45. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Pursuant to the Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, KRBL Limited is having the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The said Code is available on the Company''s website at the weblink https://krblrice.com/wp-content/ uploads/2022/02/Code-of-Conduct-to-Regulate-Monitor-Report-Trading-by-Insiders.pdf

46. APPRECIATION

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in the future. The Board acknowledges with gratitude the cooperation and assistance provided to the Company by its Bankers, Financial Institutions, Government as well as NonGovernment Agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the financial year under review. The Company has been successful in achieving impressive growth during the year, thanks to the competence, hard work, solidarity, cooperation and support of the employees at all levels. Your Directors give their sincere gratitude to the Customers, Clients, Vendors and other business associates for their continued support in the Company''s growth journey.

The Board also takes this opportunity to express its sincere gratitude for the continued co-operation and support received from its valued shareholders.

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

Place: Noida, Uttar Pradesh Chairman & Managing Director Date: 08 August 2022 DIN-00030100

Mar 31, 2018

The Members,

KRBL Limited 5190, Lahori Gate,

Delhi - 110 006

The Directors are delighted to present their Annual Report on Companyâs Business Operations along with the Standalone and Consolidated Audited Financial Statements for the Year ended March 31, 2018.

1. RESULTS OF OUR OPERATIONS

Your Companyâs financial performance for the year under review has been encouraging. Key aspects of Consolidated and Standalone Financial Performance of KRBL Limited for the current financial year 2017-18 along with the previous financial year 2016-17 are tabulated below:

(Rs. in Lacs, except as stated)

Particulars	Consolidated		Standalone
	Year Ended March 31, 2018	Year Ended March 31, 2017	Year Ended March 31, 2018	Year Ended March 31, 2017
Revenue from Operations	3,24,652.05	3,14,764.81	3,24,644.32	3,14,648.48
Other Income	1,753.97	1,028.04	4,006.96	607.00
Total Income	3,26,406.02	3,15,792.86	3,28,651.28	3,15,255.48
Operating Expenditure	2,47,202.62	2,50,411.07	2,46,725.13	2,49,710.42
Earnings before Interest, Tax, Depreciation and	79,203.39	65,381.77	81,926.15	65,545.06
Amortization (EBITDA)
Depreciation and Amortization Expenses	6,777.67	6,141.99	6,768.28	6,134.94
Finance Costs	6,924.35	5,483.99	6,922.72	5,481.79
Profit before Exceptional Items and Tax	65,501.38	53,755.80	68,235.15	53,928.32
Exceptional Items	-	-	-	-
Profit before Tax (PBT)	65,501.38	53,755.80	68,235.15	53,928.32
Tax expense:
Current Year	20,232.96	11,576.89	20,232.65	11,576.67
Deferred Tax Credit	1,824.19	2,239.27	1,824.19	2,239.27
Profit After Tax (PAT)	43,444.23	39,939.64	46,178.31	40,112.38
Other Comprehensive Income	16.84	(83.91)	16.84	(83.91)
Total Comprehensive Income for the year	43,461.07	39,855.73	46,195.15	40,028.47
Balance as per the last Financial Statements	1,45,683.98	1,10,804.63	1,43,942.51	1,08,890.42
Appropriations
i) Transfer from Radha Raj Ispat Private Limited	-	1,026.17	-	1,026.17
Pursuant to amalgamation into KRBL Limited
ii) Final Dividend including Tax on Dividend	5,426.30	-	5,426.30	-
iii) Transfer to General reserve	6,000.00	6,000.00	6,000.00	6,000.00
iv) Prior Period Items	-	2.55	-	2.55
Retained Earnings	1,77,718.75	1,45,683.98	1,78,711.36	1,43,942.51
Earning per equity share (Face Value of Rs.1 each)
i) Basic (In Rs.)	18.46	16.97	19.62	17.04
ii) Diluted (In Rs.)	18.46	16.97	19.62	17.04

2. FINANCIAL REVIEW

Pushed by strong shift in consumer preference towards branded basmati rice in the domestic market and export market, KRBL reported excellent numbers during the year 2017-18. The Company performed extremely well and the highlights of the performance on consolidated basis are as under:

- Companyâs Revenue from Operations increased by 3% to Rs.3,246.52 Crores (P.Y. Rs.3,147.65 Crores).

- Company is able to maintain its strong Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) and the same is increased by 21% to Rs.792.03 Crores (P.Y. Rs.653.82 Crores).

- Companyâs Profit before Tax increased by 22% to Rs.655.01 Crores (P.Y. Rs.537.56 Crores) and Profit after Tax (PAT) increased by 9% to Rs.434.44 Crores (P.Y. Rs.399.40 Crores).

- Companyâs Return on Capital Employed (ROCE) stands at 21%.

- Net Worth of the Company increased by 20% to Rs.2,287.90 Crores (P.Y. Rs.1,907.32 Crores).

- Market Capitalization increased by 6% to Rs.10,234 Crores (P.Y. Rs.9,699 Crores).

- 5 years Net Sales growth at CAGR of 9% and EBITDA growth at CAGR of 21%

- Earning per Equity Share increased to Rs.18.46 (P.Y. Rs.16.97).

- Dividend payable by the Company on the Profits earned in FY 2017-18 is 230% (i.e. Rs.2.30) per equity share of face value of Rs.1 each as compared to 210% (i.e. Rs.2.10) per equity share of face value of Rs.1 each as paid in the previous year.

3. DIVIDEND

Based on Companyâs performance in the current year, the Board of Directors of the Company in their meeting held on May 10, 2018, has recommended a final dividend @ 230% i.e. Rs.2.30 per equity share of face value of Rs.1/- each for the year ended March 31, 2018. The same shall be paid subject to the approval of shareholders in the ensuing Annual General Meeting of the Company. The Dividend proposed is in accordance with the dividend distribution policy of the company and the details of Dividend proposed by the Company for the financial year 2017-18 as compared to year 2016-17 are as below:

Particulars of Dividend	Total Dividend Declared (Excluding Dividend Distribution Tax)
	March 31, 2018	March 31, 2017
Final Dividend on 23,53,89,892 Equity shares of Rs.1 each @ Rs.2.30 per equity share.	54,13,96,752	-
Final Dividend on 23,53,89,892 Equity shares of Rs.1 each @ Rs.2.10 per equity share.	-	49,43,18,773

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

During the financial year ended March 31, 2018, no entity became or ceased to be the subsidiary, joint venture or associate of the Company.

5. TRANSFER TO RESERVES

In view of the robust financial strength of the Company, a sum of Rs.60 Crores has been transferred to General Reserves out of the amount available for appropriations and an amount of Rs.1,787.11 Crores has been carried over to the Balance Sheet.

6. SHARE CAPITAL

The Paid up equity share capital of the Company as on March 31, 2018 was Rs.23.54 Crores. There has been no change in the Equity Share Capital of the Company during the year. The Company has no other type of securities except equity shares forming part of paid up capital.

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

Pursuant to the provisions of Section 124 read with Section 125 of the Companies Act, 2013, (previously Section 205 C of the Companies Act, 1956), your Company during the year 2017-18 has transferred a total amount aggregating to Rs.280,725 to the Investor Education and Protection Fund. This amount was lying unclaimed/ unpaid with the Company for a period of seven years after Declaration of Dividend for the Final financial year 2009-10.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 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) the Company has transferred 41,042 equity shares which belongs to total 45 Shareholders whose dividend was not been paid or claimed for seven consecutive years or more to the demat account of IEPF Authority i.e. INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY MINISTRY OF CORPORATE AFFAIRS, bearing DP ID IN300708 and Client ID 10656671, being maintained with NSDL. Before transferring the above mentioned shares the Company has sent out individual communication to the concerned Shareholders whose shares were liable to be transferred to IEPF Authorities to take immediate action in the matter. Also, as required under the IEPF Rules, the Company has also published a Notice in the newspapers informing the Members who have not claimed their shares for a period of 7 years to claim the same from the Company.

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

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and till the date of this Report.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the financial year 2017-18.

10. SEGMENT REPORTING

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

11. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

Your Company has two subsidiaries viz., KRBL DMCC, Dubai, UAE and K B Exports Private Limited, India. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ). Further there has been no material change in the nature of business of the subsidiaries during the financial year 2017-18.

The Consolidated Financial Statements of your Company for the financial year 2017-18 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, applicable Indian Accounting Standards (Ind As) and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the âSEBI Listing Regulationsâ). The consolidated financial statements have been prepared by consolidating audited financial statements of your Company and its subsidiaries, as approved by the respective Board of Directors. Further, pursuant to the proviso of sub section (3) of section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 a separate statement containing the salient features of the financial statements of Subsidiaries of the Company in the prescribed form AOC-1 is given in the Consolidated Financial Statements, forming part of this Annual report.

Consolidated Turnover grew by 3% to Rs.3,246.52 Crores as compared to Rs.3,147.65 Crores in the same period previous year. Consolidated Net Profit after Tax grew by 9% to Rs.434.44 Crores as compared to Rs.399.40 Crores in the previous year.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Sunday and holiday upto the date of the Annual General Meeting (âAGMâ) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office / Corporate Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents shall also be available on Companyâs website www.krblrice.com in downloadable format.

12. QUALITY AND ACCOLADES

Your Company continues to win awards year-after-year, thus reiterating its credible market position. Details of the award won have been given in the âManagement Discussion & Analysis Reportâ forming part of this Annual Report.

13. BOARD OF DIRECTORS

As on March 31, 2018, your Companyâs Board has a strength of 10 (Ten) Directors including 1 (One) Woman Director. The Chairman of the Board is an Executive Director. The composition of the Board is as below:

Category	Number of Directors	% to Total Number of Directors
Executive Directors (Including	5	50
Woman Director)
Independent Non-Executive	5	50
Directors

The detailed section on âBoard of Directorsâ is given in the âReport on Corporate Governanceâ forming part of this Annual Report.

Mr. Alok Sabharwal was appointed as an additional director in the Board Meeting held on September 8, 2016 whose tenure was expired on September 26, 2017 i.e. at the Date of AGM of the company. The Members of the Company at the 24^th Annual General Meeting held on September 26, 2017 had regularized the appointment of Mr. Alok Sabharwal as an Independent Non-Executive Director for period of 5 years w.e.f August 11, 2016 and also Ms. Priyanka Mittal as a Whole Time Director for period of 5 years w.e.f September 26, 2017.

Pursuant to the provisions of Section 149(13) of the Companies Act, 2013 and Articles of Association of the Company all directors except Independent Directors are liable to retire by rotation. The Independent Directors of your Company will hold office for 5 (Five) consecutive years from the date of 21^st Annual General Meeting held on September 9, 2014, (except Mr. Alok Sabharwal who will hold office for 5 (Five) consecutive years w.e.f. August 11, 2016). No Independent Directors are liable to retire by rotation. However, they can resign from directorship any time before their respective tenure.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Arun Kumar Gupta and Mr. Anoop Kumar Gupta both Joint Managing Directors, retiring by rotation at the ensuing Annual General Meeting, are eligible and offer themeselves for re-appointment. This shall not constitute a break in the office of Mr. Arun Kumar Gupta and Mr. Anoop Kumar Gupta as the Joint Managing Directors respectively in the Company.

The brief resume of the Directors being re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, Committee Memberships/ Chairmanships, their shareholding, etc. are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting and also forming part of corporate Governance Report.

The Board recommends their re-appointment at the ensuing Annual General Meeting.

14. AUDIT COMMITTEE

As on March 31, 2018, the Audit Committee of KRBL Limited comprises of following 4 (four) Members, all are Independent Non-Executive Directors:

Name	Designation	Category
Mr. Devendra Kumar	Chairman	Non-Executive &
Agarwal		Independent
Mr. Ashwani Dua	Member	Non-Executive &
		Independent
Mr. Vinod Ahuja	Member	Non-Executive &
		Independent
Mr. Shyam Arora	Member	Non-Executive &
		Independent

All the recommendation made by the Audit Committee was accepted by the Board of Directrs. The Powers and role of the Audit Committee are included in Corporate Governance forming part of this Annual Report.

15. KEY MANAGERIAL PERSONNELS

The Key Managerial Personnels (KMPs) of the Company in accordance with the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) are as follows:

S. No.	Name of KMPs	Designation
1.	Mr. Anil Kumar Mittal	Chairman & Managing Director
2.	Mr. Arun Kumar Gupta	Joint Managing Director
3.	Mr. Anoop Kumar Gupta	Joint Managing Director
4.	Mr. Ashok Chand	Whole Time Director
5.	Ms. Priyanka Mittal	Whole Time Director
6.	Mr. Rakesh Mehrotra	Chief Financial Officer
7.	Mr. Raman Sapra	Company Secretary

During the year there was no change (appointment or cessation) in the office of any KMP.

16. POLICY ON REMUNERATION OF DIRECTORS, KMPs, SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy of KRBL Limited formulated in accordance with Section 134(3) (e) and Section 178(3) of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy have been outlined below:

i) To identify the persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

ii) To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees of KRBL Limited.

iii) To formulate the criteria for evaluation of Independent Director and the Board.

iv) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board and to determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

v) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

vi) To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companyâs operations.

vii) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

viii) To develop a succession plan for the Board and to regularly review the plan.

ix) To assist the Board in fulfilling responsibilities.

x) To implement and monitor policies and processes regarding principles of corporate governance.

The Nomination and Remuneration policy of KRBL Limited is available on the website of the company at the weblink www.krblrice.com/policy-guidelines/ nomination-renumeration-policy.pdf

17. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2017-18, 5 (Five) Board meetings were held. For details thereof kindly refer to the section âBoard Meeting and Procedures - Details of Board Meetings held and attended by the directors during the financial year 2017-18, in the Corporate Governance Report forming part of this Annual Report.

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

As the ultimate responsibility for sound governance and prudential management of a company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective.

The Board evaluated the effectiveness of its functioning and its Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directorsâ obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The Companies Act, 2013 not only mandates board and director evaluation, but also requires the evaluation to be formal, regular and transparent. Subsequently, SEBI Listing Regulations has also contained the provisions regarding requirement of performance evaluation of independent directors by the entire board of directors.

In accordance with 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 their Meeting held on January 24, 2018, had carried out the performance evaluation process.

The Independent Directors of the Company met separately without the presence of Non-Independent Directors and inter-alia reviewed the performance of the members of management, Non-Independent Directors, Board as a whole performance of the Chairman of the Company and the Committees after taking into consideration the views of Executive and Non-Executive Directors.

In compliance with the provisions of SEBI Listing Regulations, the Board of Directors has also carried out evaluation of every Independent Directorâs performance during the year. Board members had submitted to Nomination and Remuneration Committee, their response on a scale from 5 (Excellent) to 1 (Performance Needs Improvement) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Nomination and Remuneration Committee has also carried out evaluation of every Directorâs performance.

The Directors expressed their satisfaction with the evaluation process.

It was further acknowledged that every individual Member and Committee of the Board contributed its best in the overall growth to the organization.

19. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, the Directors confirm:

i) that in the preparation of the Annual Accounts for the year ended March 31, 2018, 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 and 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, 2018 and of the profit of the Company for the Financial year ended March 31, 2018;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts for the year ended March 31, 2018 have been prepared on a going concern basis;

v) that they had 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 they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with SEBI Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

21. OPERATIONS, PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY

A detailed review of operations and performance and future outlook of the Company is given separately under the head âManagement Discussion & Analysisâ pursuant to Regulation 34 read with Part B of Schedule V of SEBI Listing Regulations, and the same is annexed and forms part of this Annual Report.

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

Pursuant to provisions of Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of activities in the nature of Energy Conservation, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as âAnnexure 1â which forms part of this report.

23. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

A statement containing the details of the Remuneration of Directors and KMPs as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016. is attached as âAnnexure 2â which forms part of this Report.

24. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of the Annual Return in Form MGT-9 is attached as âAnnexure 3â which forms part of this Report.

25. AUDITORS AND AUDITORSâ REPORT

I) STATUTORY AUDITORS

M/s. S S A Y & Co., Chartered Accountants, (Firm Regn. No. 012493N) having their office at 2^nd Floor, Plot No. 3, Local Shopping Complex, B Block Market, Vivek Vihar, Phase-1, New Delhi-110 095 are the Statutory Auditors of the Company.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, the Company in its 24^th Annual General Meeting held on September 26, 2017, had appointed M/s. Vinod Sanjeev Bindal & Co., Chartered Accountants presently known as M/s. S S A Y & Co., Chartered Accountants, (Name changed w.e.f October 24, 2017) as Statutory Auditors of the company to hold office from conclusion of 24^th Annual General Meeting till the conclusion of 29^th Annual General Meeting of the Company to be held in the year 2022.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

II) COST AUDITORS

As per Section 148 of the Companies Act, 2013 read with notification issued by Ministry of Corporate Affairs regarding the Cost Audit of Power Generation segment, the Company is required to have the audit of its cost records conducted by a Cost Accountant in Practice. In this connection, the Audit Committee of KRBL Limited has recommended to the Board of Directors and the Board of Directors has approved the re-appointment of M/s. HMVN & Associates, Cost Accountants, having their office at, 1011, Pearls Best Heights-II, C-09, Netaji Subhash Place, Pitampura, Delhi-110034, as Cost Auditors of the Company to conduct the Cost Audit for the financial year 2018-19.

As required under the provisions of Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditors for the financial year 2018-19 forms part to the Notice convening the Annual General Meeting of the Company.

Further the Cost Audit Report for the financial year 2016-17 was filed with Ministry of Corporate Affairs.

III) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s DMK Associates, Company Secretaries, having their office at, 31/36 Basement, Old Rajender Nagar, Delhi-110060, to undertake the Secretarial Audit functions of the Company.

The Secretarial Audit Report submitted by M/s DMK Associates in the prescribed form MR- 3 is attached as âAnnexure 4â which forms part of this Report.

As per the observations given by the Secretarial Auditors, the explanation to the same has been given to them which forms part of the Secretarial Audit Report. Further the justification for unspent CSR amount is also being given in âAnnexure 5â under Annual Report on CSR Activities which forms part of this Report.

26. CORPORATE GOVERNANCE

At KRBL Limited, it is our firm belief that the quintessence of Good Corporate Governance lies in the phrase âYour Company. It is âYour Companyâ because it belongs to you - the stakeholders. The Chairman and Directors are âYourâ fiduciaries and trustees.

Your Company has evolved and followed the corporate governance guidelines and best practices sincerely to not just boost long-term shareholder value, but to also respect minority rights. We consider it our inherent responsibility to disclose timely and accurate information regarding our financials and performance, as well as the leadership and governance of the Company.

Your Company is devoted to benchmarking itself with global standards for providing Good Corporate Governance. The Companies Act, 2013 and SEBI Listing Regulations have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the new law and listing regulations.

The Board has also evolved and implemented a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The Code is available on the Companyâs website at the web link: www.krblrice.com/policy-guidelines/code_ of_business_conduct_ethics.pdf. A separate section titled âReport on Corporate Governanceâ has been included in this Annual Report along with Secretarial Auditors Certificate on Corporate Governance.

The Company has also adopted the below mentioned policies and codes in line with new governance requirements:

- Policy on Preservation of Documents and Archival.

- Nomination and Remuneration Policy.

- Vigil Mechanism (Whistle Blower Policy).

- Corporate Social Responsibility Policy.

- Dividend Distribution Policy.

- Policy for Determination of Materiality.

- Policy on Related Party Transactions.

- Policy for Determining Material Subsidiaries.

- Board Diversity Policy.

- Code of Fair Disclosure.

- Code of Conduct to Regulate, Monitor and Report Trading by Insiders.

- Code of Business Conduct and Ethics for The Board of Directors, Senior Management Personnel and Other Employees.

All the above mentioned policies are available on the Companyâs website www.krblrice.com under the head Investors Relations.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

KRBL Limited believes sustained growth of business lies on triple bottom line that is growth of people around our operation, protection of environment where we operate and profit from our business. We understand wellbeing of the community around our business which helps in growth of business and hence we value people around our operational locations and promote inclusive growth.

We endeavour to serve the society and achieve excellence. We continue to remain focused on improving the quality of life and engaging communities through ensuring environment sustainability, promoting healthcare, promoting education and many more activities.

Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the Company is having in place the Corporate Social Responsibility (CSR) Committee under the chairmanship of Mr. Anil Kumar Mittal, Chairman and Managing Director. The other members of the Committee are Mr. Anoop Kumar Gupta, Joint Managing Director, Ms. Priyanka Mittal, Whole Time Director and Mr. Ashwani Dua, Independent Non-Executive Director.

The Companyâs policy on CSR envisages expenditure in areas falling within the purview of Schedule VII of the Companies Act, 2013. The detailed CSR policy is available on the companyâs website at the weblink: http://www. krblrice.com/policy-guidelines/policy-corporate-social-responsibility.pdf

During the year Company was involved in various CSR activities. The Annual Report on CSR activities is attached as âAnnexure 5â which forms part of this report.

28. BUSINESS RESPONSIBILITY REPORT (BRR)

Fulfillment of environmental, social and governance responsibilities is part of KRBLâs business culture. KRBL is fortunate to be among the top 500 listed entities and finds itself within the ambit of SEBIâs Listing Regulations, which mandate the inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for the top 500 listed entities based on market capitalization. In compliance, the BRR disclosures are integrated into the Annual report and aimed at describing KRBLâs initiatives in discharging responsibilities from an environmental, social and governance perspective. The BRR is attached as âAnnexure 6â which forms part of this report.

29. INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.

Your Company has appointed M/s. S S Kothari Mehta & Co., Chartered Accountants, having their office at Plot No. 68, Okhla Industrial Area, Phase-III, New Delhi-110020, as the Internal Auditors of the Company w.e.f. April 1, 2017, to focus on internal audit function which includes strengthening the standard operating procedure and accounting manual of the company.

Independence of the audit and compliance is ensured by direct reporting of Internal Audit Team to the Audit Committee of the Board.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report.

To ensure effective Internal Financial Controls the Company has laid down the following measures:

- All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

- The Companyâs books of accounts are maintained in SAP and transactions are executed through SAP (ERP) setups to ensure correctness/effectiveness of all transactions, integrity and reliability of reporting.

- The Company has a comprehensive risk management framework.

- The Company has in place a well-defined Vigil Mechanism (Whistle Blower Policy).

- Compliance of secretarial functions is ensured by way of secretarial audit.

- Compliance relating to cost records of the company is ensured by way of cost audit.

- Compliance relating to internal control system of the company is ensured by way of internal audit.

31. RISK MANAGEMENT

A key factor in determining a companyâs capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a companyâs operating environment and they emerge on a regular basis. The Companyâs Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

The company has laid down a risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor non-business risks.

32. RATINGS

The Company received various ratings, which are as follows:

- ICRA: In December 2017, âICRAâ has reviewed and reaffirmed [ICRA] AA Stable (pronounced as ICRA double A Stable) rating for Fund Based Working Capital Limits and Term Loans Limits and [ICRA] A1 (pronounced as ICRA A One Plus) for Non-Fund Based Facilities of KRBL Limited.

- ICRA: In December 2017, âICRAâ has also reviewed and reaffirmed [ICRA] A1 (pronounced as ICRA A One Plus) rating for Commercial Paper (CP) programme of KRBL Limited.

- CARE: In December 2017, âCAREâ has given the [CARE] A1 (pronounced as CARE A one plus) rating for Commercial Paper (CP) of KRBL Limited.

- DUN & BRADSTREET: In February 2018, Dun & Bradstreet has given a Top Business Rating of â5A1â to KRBL Limited considering the VIP Report dated February 26, 2018 in which â5Aâ stands for Company having a Tangible Net Worth of more than Rs.64,59,49,999 and further â1â in the above rating indicates a âStrongâ overall status of the Company.

33. DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any deposits during the Financial Year 2017-18 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not having any Unpaid or Unclaimed Deposits at the end of the Financial Year.

34. PERSONNEL

During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

The particulars regarding the remuneration of directors and KMPs as per Section 197 of the Companies Act, 2013, (âthe Actâ) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is also being given in âAnnexure 2â forms part of the Directorsâ Report. However, as per the provisions of Section 136 of the Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ remuneration particulars as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the members at the Registered Office/ Corporate Office of the Company during business hours on working days of the company upto the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member in this regard may write to the Company Secretary at the Registered Office/ Corporate Office of your Company.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013â the Company has in place a formal policy for prevention of sexual harassment at work place and the Company has also Constituted the Internal Complaint Committee in compliance with the requirement of the Act. The policy is available on companyâs website at the weblink: www.krblrice.com/ policy-guidelines/SEXUAL%20HARASSMENT%20POLICY. pdf

The Company has not received any Complaints on Sexual Harassment during the year. 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 Concerned District officer where the Committee locates declaring that no Complaints were received during the year.

36. DEPOSITORY SYSTEMS

Companyâs shares are compulsorily tradable in electronic form. As on March 31, 2018, almost 99.89% of the Companyâs Paid-up Equity Share Capital representing 235,126,978 Equity Shares are in dematerialized form with both the depositories.

Your Company has established connectivity with both depositories - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, members holding Shares in physical mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company has appointed M/s. Alankit Assignments Limited, a Category-I SEBI registered R&T Agent as its Registrar and Share Transfer Agent across physical and electronic alternative.

37. 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 Companyâs shares are listed and actively traded on the below mentioned Stock Exchanges:-

I. National Stock Exchange of India Limited (NSE)

âExchange Plazaâ C-1, Block G,

Bandra-Kurla Complex,

Bandra (East), Mumbai - 400 051

II. BSE Limited (BSE)

Phiroze Jeejeebhoy Towers,

25^th Floor, Dalal Street,

Mumbai - 400 001

38. PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the financial year ended March 31, 2018, the Company has neither made any investment(s) nor given any loan(s) or guarantee(s) or provided any security.

39. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

During the financial year 2017-18, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on armâs length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued thereunder and the SEBI Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the SEBI Listing Regulations.

The Audit Committee of KRBL Limited has considered, approved and recommended to Board for Omnibus Approval and criteria for omnibus approval for entering into transactions with related parties for the financial year 2017-18, which was further approved by the Board. The transactions entered pursuant to the omnibus approval so granted and statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

The details of the related party transactions as per Indian Accounting Standard Ind AS 24 are set out in Note 30.04 to the Standalone Financial Statements forming part of this report. Further Form No. AOC-2 is attached as âAnnexure 7â which forms part of this report.

The Company has also adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Companyâs website at the weblink: www.krblrice.com/policy-guidelines/policy-related-party.pdf

40. DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Pursuant to Regulation 22 of SEBI Listing Regulations, your Company has established a mechanism called âVigil Mechanism (Whistle Blower Policy)â for directors and employees to report to the appropriate authorities of unethical behaviour, actual or suspected, fraud or violation of the Companyâs 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.

âThe Vigil Mechanism (Whistle Blower Policy)â as approved by the Board, is uploaded on the Companyâs website at the weblink http://www.krblrice.com/policy-guidelines/vigilmechanism-whistle-blower-policy.pdf

41. ENVIRONMENT, HEALTH AND SAFETY

Company is continue to focus on employee well-being, developing safe and efficient products, minimizing environmental impact of our operations and products and minimizing the impact of our operations on society. Company is conducting its operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

For safety and protection of employees, the company has formulated and implemented a policy on preservation of sexual harassment at the workplace with a mechanism of lodging complaints.

42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYâS OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Companyâs operations in future.

43. INDUSTRIAL RELATIONS

The Company has maintained 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. It has taken various steps to improve productivity across organization.

Your Company continued to receive co-operation and unstinted support from the distributors, retailers, stockists, suppliers and others associated with the Company as its trading partners. The Directors wish to place on record their appreciation for the same and your Company will continue in its endeavor to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other and consistent with consumer interest.

44. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetings, respectively, have been duly followed by the Company.

45. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

KRBL Limited has duly adopted Code of Conduct to Regulate, Monitor and Report Trading by Insider. The said Code is available on the website of the Company at the web link http://www.krblrice.com/policy-guidelines/ code_of_conduct_insider_trading.pdf

45. APPRECIATION

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, Financial institutions, and government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors gives their sincere gratitude to the customers, clients, vendors and other business associates for their continued support in the Companyâs growth.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

for and on behalf of the Board of Directors

Sd/-

Anil Kumar Mittal

Place: Noida, Uttar Pradesh Chairman & Managing Director

Date: July 24, 2018 DIN: 00030100

Mar 31, 2014

The Members,

KRBL Limited

The Directors are delighted to present their Report on Company''s Business Operations along with the Audited Statement of Accounts for the Financial Year ended March 31, 2014.

1. RESULTS OF OUR OPERATIONS

Your Company''s Financial performance for the year under review has been encouraging. Key aspects of Consolidated Financial performance for KRBL Limited and its Subsidiary Companies and Standalone Financial Results for KRBL Limited for the current Financial year 2013-14 along with the previous Financial year 2012-13 are tabulated below:

(Rs. in Lacs, Except Per Share Data) PARTICULARS Consolidated Standalone Year Ended Year Ended Year Ended Year Ended March 31, 2014 March 31, 2013 March 31, 2014 March 31, 2013

Revenue from Operations 2,91,046.36 2,08,038.67 2,79,130.93 2,08,034.09

Other Income 1,454.30 1,073.01 6,189.71 2,971.80

Total Income 2,92,500.66 2,09,111.68 2,85,320.64 2,11,005.89

Operating Expenditure 2,46,991.88 1,78,699.97 2,38,796.31 1,78,536.32

Earnings before Interest, Tax, 45,508.78 30,411.71 46,524.33 32,469.57

Depreciation and Amortization (EBITDA)

Depreciation and Amortization Expenses 5,765.93 5,056.42 5,764.46 5,055.39

Finance Cost 7,602.05 7,751.67 7,600.01 7,751.04

Profit before Exceptional Items and Tax 32,140.80 17,603.62 33,159.86 19,663.14

Exceptional Items- Foreign Exchange (502.10) (816.25) (501.95) (816.35) Fluctuation (Gain)/Loss

Profit before Tax (PBT) 32,642.90 18,419.87 33,661.81 20,479.49

Ta x expense:

Current Year 7,096.17 5,450.00 7,095.00 5,450.00

Earlier Year 44.50 8.75 44.50 8.75

Deferred Tax (9.03) (25.18) (9.03) (25.18)

Profit After Tax (PAT) 25,511.26 12,986.31 26,531.34 15,045.92

Balance as per the last Financial Statements 59,417.24 50,436.22 57,139.69 46,099.06

Appropriations

i) Proposed Dividend-Final 2,811.79 1,905.29 2,811.79 1,905.29

ii) Tax on Dividend - - - -

iii) Transfer to General Reserve 4,000.00 2,100.00 4,000.00 2,100.00

Closing Balance of P&L A/c 78,116.70 59,417.24 76,859.22 57,139.69

EARNING PER EQUITY SHARE (Face

Value of Rs.1 each)

i) Basic 10.84 5.37 11.27 6.22

ii) Diluted 10.84 5.37 11.27 6.22

2. FINANCIAL REVIEW

Pushed by strong shift in consumer preference towards branded basmati rice in the domestic market and a healthy premium realisation, KRBL reported excellent numbers during the year 2013-14. Better realisation was the key factors that pushed the topline. Te Company performed extremely well and the highlights of the performance on consolidated basis are as under:

- Revenue from Operations increased by 39.90% to Rs.2,910 Crores (P.Y. Rs.2,080 Crores).

- Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) increased to Rs.455 Crores (P.Y. Rs.304 Crores).

- Profit after Tax (PAT) increased to Rs.255 Crores (P.Y. Rs.130 Crores).

- PAT Margin increased to 8.72% (P.Y. 6.21%).

- Return on Capital Employed (ROCE) increased to 18.26% (P.Y. 16.48%).

- Net Worth of the Company increased to Rs.1,045 Crores (P.Y. Rs.830 Crores).

- Return on Net Worth (RONW) increased to 24.42% (P.Y. 15.64 %).

- Market Capitalization increased to Rs. 1,179 Crores (P.Y. Rs.526 Crores).

- Earning per Equity Share increased to Rs.10.84 (P.Y. Rs.5.37).

- 3 year Net Sales growth CAGR of 23% and EBITDA growth CAGR of 24%.

3. DIVIDEND

Based on the Company''s Performance, the Board of Directors are pleased to recommend for approval of the Members a Final dividend for the year ended on March 31, 2014 on Ordinary Equity Shares as under:-

(Amount in Rs.)

Particulars of Dividend March 31,2014 March 31,2013

Final Dividend on 23,53,89,892 28,24,67,870 19,05,29,030 Ordinary Equity shares of Rs.1 each @ Rs.1.20 per share (P.Y. Rs.0.80 per share)

Tus the total outgo on account of Final Dividend excluding Dividend tax will be Rs.28,24,67,870 (P.Y. Rs.19,05,29,030).

In view of the amended provision of section 115-O(1A)(i) of the Income Tax Act, 1961, no provision of Corporate Dividend Tax has been made in the books of accounts as the Company has set-of declared Foreign Dividend from its Subsidiary Company against declare Dividend.

The Final Dividend, if approved, will be paid within 30 days from the date of declaration:

(i) to those Members, holding shares in physical form, whose names appear on the Register of Members of the Company at the close of business hours on Tursday, August 28, 2014, after giving efect to all valid transfers in physical form lodged with the Company or its Registrar and Shares Transfer Agent on or before Tursday, August 28, 2014; and

(ii) to those beneficial owners, holding shares in electronic form, whose names appear in the statement of beneficial owners furnished by the Depositories to the Company as at close of business hour on Tursday, August 28, 2014.

4. TRANSFER TO RESERVES

In view of the robust financial strength of the Company, a sum of Rs.40 Crores has been transferred to General Reserve out of the amount available for appropriations and an amount of Rs.768.59 Crores is proposed to be carried over to the Balance Sheet.

5. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of Section 205A (5) and 205C of the Companies Act, 1956 and as required under the Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001, the Company has transferred Rs.3,07,918 being the unclaimed dividend for the year 2005-06 in the "Investor Education and Protection Fund" established by the Central Government.

6. BUY- BACK OF EQUITY SHARES

Pursuant to the resolution passed by the Board of Directors of the Company and in accordance with the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998, the Company made a Public Announcement on February 14, 2013 to Buy-back the Equity Shares having Face Value of Rs. 1 each of the Company from open market through stock exchange route at a price not exceeding Rs.35 per share, aggregating to Rs.35 Crores.

During the Buy-back period i.e. March 4, 2013 to February 11, 2014, the Company has Bought back and Extinguished 77,22,048 Equity Shares at an average price of Rs.23.58 per share, utilising a sum of Rs.18.21 Crores (Rupees Eighteen Crores Twenty One Lacs) excluding Transaction Cost. Te amount paid towards Buy-back of Equity Shares, in excess of the face value, has been utilised out of Free Reserve.

7. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments afecting the Financial position of the Company have occurred between April 1, 2014 and the date on which this Report has been signed.

8. SEGMENT REPORTING

A separate reportable segment forms part of Notes to the Accounts.

9. CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed with the Annual Accounts of the Company.

10. SUBSIDIARY COMPANY

The following may be read in conjunction with the Consolidated Financial Statements enclosed with the Annual Accounts, prepared in accordance with Accounting Standard AS-21. In view of the general exemption granted by the Ministry of Corporate Afairs, the report and accounts of Subsidiary Companies are not required to be attached to your Company''s Accounts. Shareholders desirous of obtaining the report and accounts of your Companies Subsidiary may obtain the same upon request. The report and accounts of the Subsidiary Companies will be kept for inspection at your Company''s Corporate Office. Further, the report and accounts of the Subsidiary Companies will also be available on Company''s website www. krblrice.com in a downloadable format.

KRBL DMCC, Dubai: a 100% subsidiary of KRBL Limited in Dubai having its registered Office at Unit No. AG-14-K, Floor No. 14, AG Tower (Silver), Plot No. 11, Jumeirah Lake Tower P.O. Box:1 116461, Dubai, United Arab Emirates. The Audited Annual Account for the period ended March 31, 2014 along with the Directors'' and Auditors'' Report are available with the Company and Shareholders desirous of obtaining the report and accounts of your Companies Subsidiary may obtain the same upon the request. During the Year Trading License has been renewed by DMCC and a fresh License was issued. Mr. Anoop Kumar Gupta, Director of the Company has been named as Manager in the Trading License. In the Financial year under review the Net Profit of the company was Rs.40.56 Crores (PY. Rs.3.41 Crores).

K B Exports Private Limited: a 70% Subsidiary of KRBL Limited in Delhi having its registered Office at 5190, Lahori Gate, Delhi-110006. The audited annual account for the period ended March 31, 2014 along with the Directors'' and Auditors'' Report are available with the Company and Shareholders desirous of obtaining the report and accounts of your Companies Subsidiary may obtain the same upon request.

11. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for investment in Associates, your Directors provide the audited Consolidated Financial Statements in the Annual Report.

12. BOARD OF DIRECTORS Inductions:

Mr. Devendra Kumar Agarwal is appointed as an additional director

w.e.f. January 16, 2014. He is a Fellow Chartered Accountant (1977) and qualified Information System Auditor (2003-ICAI). Has vast experience of over 35 years in the area of financial management, management consultancy, business advisory, corporate taxation, auditing etc.

Re-appointments:

At KRBL Limited, the Managing Director were not liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. Pursuant to the provisions of Section 152 of the Companies Act, 2013 at every Annual General Meeting, not less than two- thirds of the total number of directors of the company (excluding independent directors) would be the Rotational Directors. Aligning with the above mentioned provisions, Mr. Anoop Kumar Gupta, Joint Managing Director, Mr. Ashok Chand, Whole Time Director and Ms. Priyanka Mittal, Whole Time Director would be the rotational directors. Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, one-third of such of the rotational directors are liable to retire by rotation, Terefore Ms. Priyanka Mittal, Whole Time Directors of the Company will retire in the ensuing Annual General Meeting of the Company and being eligible, seek re-appointment. As Mr. Anoop Kumar Gupta, Joint Managing Director of the company, would be appointed as a Director liable to retire by rotation, this shall not constitute a break in his Office as the Joint Managing Director of the Company.

The Companies Act, 2013 provides for appointment of Independent Directors. Section 149(10) of the Companies Act, 2013 (efective April 1, 2014) provides that Independent Directors shall hold the Office for a term of upto five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a Special Resolution by the Shareholders of the Company.

At KRBL Limited, the Independent Directors were appointed as the directors liable to be retire by rotation under the provisions of the erstwhile Companies Act, 1956. Section 149(11) of the Companies Act, 2013 states that no Independent Director shall be eligible for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement by rotation as defned in 152(6) and (7) of the Act shall not apply to such Independent Directors.

Therefore, it stands to reason that only Mr. Devendra Kumar Agarwal who is appointed as an Additional Director on January 16, 2014 under the category of Non-Executive Independent Directors and who will complete his present term at the ensuing AGM of the Company, being eligible and seeking re-appointment, be considered by the shareholders for re- appointment for a term of up to five consecutive years. All other Non-executive Independent Directors (except Mr. Devendra Kumar Agarwal), will continue to hold office and thereafter would be eligible for re-appointment for a fixed term of five years in accordance with the Companies Act, 2013.

Brief Resume/Details of the Directors who are proposed to be re- appointed have been furnished along with the Notice of the ensuing Annual General Meeting.

The Board recommends their re-appointment at the ensuing Annual General Meeting.

Resignations:-

Mr. Gautam Khaitan has resigned from Directorship w.e.f. April 18, 2013. The Board would like to thank and record its appreciation for his contribution for the services rendered by him during his tenure as the Independent Non-executive director of the Company.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

1. that in the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable Accounting standards have been followed and that there are no material departures;

2. that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of afairs as at March 31, 2014 and of the Profit of the Company for the Financial year ended March 31, 2014;

3. that proper and sufcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. that the annual accounts for the year ended March 31, 2014 have been prepared on a going concern basis.

14. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion & Analysis" pursuant to Clause 49 of the Listing Agreement is annexed and forms part of this Annual Report.

15. CORPORATE GOVERNANCE

At KRBL Ltd., it is our firm belief that the quintessence of Good Corporate Governance lies in the phrase Your Company''. It is Your Company'' because it belongs to you Â the stakeholders. Te Chairman and Directors are Your'' fduciaries and trustees.

Their objective is to take the business forward in such a way that it maximizes Your'' long-term value.

Your Company is devoted to benchmarking itself with global standards for providing Good Corporate Governance. It has put in place an efective Corporate Governance System which ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with.

The Board has also evolved and implemented a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The Code is available on the website of the Company www.krblrice.com. A separate section titled ''Report on Corporate Governance'' has been included in this Annual Report along with the Secretarial Auditors Certifcate on its compliance.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)/ SUSTAINABLE DEVELOPMENT

In accordance with the provisions of Companies Act, 2013, all Companies having Net Worth of Rs.500 Crores or more, or Turnover of Rs.1,000 Crores or more or a Net Profit of Rs.5 Crores or more during any Financial Year will be required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising three or more Directors, at least one of whom will be an Independent Director.

Aligning with the guidelines, we have constituted Corporate Social Responsibility Committee on May 8, 2014. Te composition of the Corporate Social Responsibility Committee is as under:

- Mr. Ashwani Dua - Chairman

- Mr. Anil Kumar Mittal - Member

- Mr. Anoop Kumar Gupta - Member

- Mr. Priyanka Mittal - Member

The committee is responsible for formulating and monitoring the CSR policy of the Company.

Trough sustainable initiatives, your Company manages the business of today with the future in mind. The Company''s Corporate Social Responsibility (CSR) activities refect its philosophy of helping to build a better, more sustainable society by taking into account the societal needs of the community. Across all sites, your Company is engaged in several initiatives such as Environment Protection, Protection of Rights of Workers, Right to Education and Healthy Life. Plantation initiatives are a regular featured at most of Company''s facilities and their neighborhood under Company''s Green Initiative for sustainable development programme.

17. AUDITORS

M/s. Vinod Kumar Bindal & Co., Chartered Accountants, New Delhi, the Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept Office, if re-appointed.

18. AUDITORS'' REPORT

The observations of Auditors in their Report, read with the relevant notes to accounts are self explanatory and therefore, do not require further explanations.

19. COST AUDITORS

Pursuant to notifcation issued by Ministry of Corporate Affairs regarding the cost audit of power generation & compliance report on cost records, Your Company has appointed M/s. HMVN & Associates, Delhi, the Cost Accountants Firm, as Cost Auditors of the Company.

Your Directors re-appointed M/s. HMVN & Associates, Cost Accountant, as Cost Auditor of the Company for the Financial year 2014-15 and the partner of M/s. HMVN & Associates confirmed that they are not disqualified for such re-appointment within the meaning of Section 148 of the Companies Act, 2013.

20. RATINGS

The Company received various ratings, which are as follows:

- In May 2014, "CRISIL" has reviewed and reafirmed its "Independent Equity Research" and assigned 3/5 on both fundamental grade and valuation grade. CRISIL assigns fundamental grade of 3/5 i.e. "Good" to the Company against other listed peers on account of its established brand presence, anticipated strong revenue growth, expected ROE expansion and strong position in the market. The valuation grade of 3/5 indicates that the stock has "Good fundamentals" which is in align and on the basis of current market price of Rs.61 per share.

- In February 2014, "ICRA" has reviewed and reafirmed [ICRA] A (Positive) (pronounced as ICRA A plus Positive) rating for Short-term & Long-term bank facilities.

- In April 2014, "ICRA" has also reviewed and reafirmed [ICRA] A1 (pronounced as ICRA A one plus) rating for Commercial Paper (CP) / Short-term Debt (STD) programme for Rs.150 Crores

21. PUBLIC DEPOSITS

During the year under review the Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and read with the Companies (Acceptance of Deposit) Rules, 1975.

22. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provision of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure A and forms an integral part of this Report.

23. PERSONNEL

During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended. Hence the details required under Section 217(2A) are not required to be given.

24. DEPOSITORY SYSTEMS

As the members are aware, the Company''s shares are compulsorily tradable in electronic form. As on March 31, 2014, almost 99.82% of the Company''s Paid-up Capital representing 23,49,70,846 Equity Shares is in dematerialized form with both the depositories.

Your Company has established connectivity with both depositories Â National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages ofered by the depository system, Member holding Shares in physical mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company has appointed M/s. Alankit Assignments Limited, a Category-I SEBI registered R&T Agent as its Registrar and Share Transfer Agent across physical and electronic alternative.

25. LISTING

The Equity Shares of the Company are Listed on the following Stock Exchanges:-

I. National Stock Exchange of India Limited (NSE)

"Exchange Plaza" C-1, Block G,

Bandra-Kurla Complex,

Bandra (East), Mumbai Â 400051

II. BSE Limited (BSE)

Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai Â 400001

The Company has paid the Annual Listing Fee for the Financial year 2014-15 to the stock exchanges.

The Company has paid Annual Custodial Fees for the Financial year 2014-15 to National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on the basis of numbers of beneficial accounts maintained by them as on March 31, 2014.

26. APPRECIATION

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, Financial institutions, and government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company''s growth.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

for & on behalf of the Board

Sd/- Anil Kumar Mittal Chairman & Managing Director DIN-00030100

Sd/- Anoop Kumar Gupta

Place : Gautambudh Nagar, U.P. Joint Managing Director Date : August 05, 2014 DIN- 00030160

Mar 31, 2013

To The Members of KRBL Limited

The Directors are pleased to present their Report on Company''s Business Operations along with the Audited Statement of Accounts for the Financial Year ended March 31, 2013.

1. RESULTS OF OUR OPERATIONS

Your Company''s Financial performance for the year under review has been encouraging. Key aspects of Consolidated Financial performance for KRBL Limited and its Subsidiary Companies and standalone Financial results for KRBL Limited for the current Financial year 2012-13 along with the previous Financial year 2011-12 are tabulated below:

(Rs. in Lacs)

Consolidated Standalone Year Ended Year Ended Particulars Audited Audited March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012

Total Revenue 2,09,111.68 1,63,964.27 2,11,005.89 1,63,621.15

Operating Expenditure 1,78,699.97 1,40,233.33 1,78,536.32 1,40,080.36

Earnings before Interest, Tax, Depreciation and 30,411.71 23,730.94 32,469.57 23,540.79 Amortization (EBITDA)

Depreciation and Amortization Expenses 5,056.42 4,451.81 5,055.39 4,450.67

Finance Cost 7,711.50 7,189.14 7,710.87 7,188.92

Profit before Tax and Exceptional Items 17,643.79 12,089.99 19,703.31 11,901.20

Exceptional Items-Foreign Exchange Fluctuation Gain/ 776.08 (2,564.28) 776.17 (2,564.28) (Loss)

Profit before Tax (PBT) 18,419.87 9,525.71 20,479.48 9,336.92

Tax expense:

- Current Year 5,450.00 1,878.12 5,450.00 1,878.12

- Earlier Year 8.75 35.18 8.75 35.18

- Deferred Tax (25.19) 309.05 (25.19) 309.05

Profit After Tax (PAT) 12,986.31 7,303.35 15,045.92 7,114.57

Balance as per the last Financial Statements 50,436.31 44,980.62 46,099.05 40,832.14

Appropriations

i) Proposed Dividend-Final 1,905.29 729.34 1,905.29 729.34

ii) Tax on Dividend - 118.32 - 118.32

iii) Transfer to General Reserve 2,100.00 1,000.00 2,100.00 1,000.00

Closing Balance of P&L A/c 59,417.33 50,436.31 57,139.68 46,099.05

2. FINANCIAL REVIEW

The Global Economy in the Financial Year (FY) 2012-13 improved slowly, but was short on expectations. The 11th Five Year Plan (2007- 2012) witnessed an average annual growth of 3.6% in Gross Domestic Product (GDP) from agriculture and allied sector. The growth target for agriculture in the 12th Five Year Plan stands at 4%. Backed by policy impetus by the Government of India, the country ranks 10th in global agricultural and food exports, as per Economic Survey 2012-13.

FY 2012-13 proved to be a challenging year amidst global economic uncertainties and disturbances in many parts of the world. Despite these constraints and challenging environment, the Company performed remarkably well and the highlights of the performance are as under:

- Revenue from Operations increased by 27.55% to Rs.2,080.39 Crores (P.Y. Rs.1,631.00 Crores)

- Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) increased to Rs.304.12 Crores (P.Y. Rs.237.31 Crores)

- Profit after Tax (PAT) increased to Rs.129.86 Crores (P.Y. Rs.73.03 Crores)

- PAT Margin increased to 6.21% (P.Y. 4.45%)

- Return on Capital Employed (ROCE) increased to 29.28% (P.Y. 24.66%)

- Net Worth of the Company increased to Rs.830.35 Crores (P.Y. Rs.718.04 Crores)

- Return on Net Worth (RONW) increased to 15.64% (P.Y. 10.17%)

- Market Capitalization increased to Rs.526.13 Crores (P.Y. Rs.425.44 Crores)

- Debt Equity(D/E) Ratio improved to 1.04 (P.Y. 1.23)

3. DIVIDEND

Based on the Company''s performance, the Board of Directors are pleased to recommend for approval of the Members a Final Dividend for the year ended on March 31, 2013 on Ordinary Equity Shares as under: March 31, 2013 March 31, 2012 (Amount in Rs.) (Amount in Rs.)

Final Dividend on 19,05,29,030 7,29,33,582 23,81,61,288 Ordinary Equity Shares ofRs.1/- each @ Rs.0.80 per shares (Previous year Rs.0.30 per Share)

Thus the total outgo on account of Final Dividend excluding Dividend tax will be Rs.19,05,29,030/- (P.Y. Rs.7,29,33,582), which represents 12.66% of the ProfitAfter Tax (P.Y. 10.25%).

In view of the amended provision of Section 115-O(1A)(i) of the Income Tax Act, 1961, no provision of Corporate Dividend Tax has been made in the books of accounts as the Company has set-off declared Foreign Dividend from its Subsidiary Company against declared Dividend.

The Final Dividend, if approved, will be paid within 30 days from the date of declaration:

(i) to those Members, holding Shares in physical form, whose names appear on the Register of Members of the Company at the close of business hours on September 9, 2013, after giving effect to all valid transfers in physical form lodged with the Company or its Registrar and Shares Transfer Agent on or before September 9, 2013; and

(ii) to those beneficial owners, holding Shares in electronic form, whose names appear in the Statement of beneficial owners furnished by the Depositories to the Company as at close of business hours on September 9, 2013.

4. TRANSFER TO RESERVES

In view of the robust Financial strength of the Company, a sum of Rs.21 Crores has been transferred to General Reserve out of the amount available for appropriations and an amount of Rs.571.40 Crores is proposed to be carried over to the Balance Sheet.

5. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of Section 205A (5) read with 205C of the Companies Act, 1956 and as required under the Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001, the Company has transferred Rs.1,28,890/- being the unclaimed Dividend for the year 2004-05 in the "Investor Education and Protection Fund" established by the Central Government.

6. BUY-BACK OF EQUITY SHARES

The Board of Directors of the Company at its meeting held on February 12, 2013 approved the Buy-back of upto One Crores fully paid-up Equity Shares of Rs.1 each (hereinafter referred to as "Buy-back"), at a price not exceeding Rs.35 per Equity Share, payable in cash, upto an aggregate amount not exceeding Rs.35 Crores, representing approximately 5.23% of the Company''s total paid- up Equity Capital and Free Reserves as on March 31, 2012. The Buy-back is being made out of the free reserves and/or the securities premium account of the Company, from the open market through Stock Exchange(s) in India, as per the provisions contained in the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998. The Buy-back offer is open up to February 11, 2014 or such earlier date as may be determined by the Company after necessary compliances.

Pursuant to the aforesaid Buy-back offer, the Company has bought Back 12,00,652 Equity Shares as at March 31, 2013 at an average price of Rs.24.38 per Share, utilizing a sum of Rs.293.32 Lacs. In terms of the provisions of Section 77A of the Companies Act, 1956 read with SEBI (Buy Back of Securities) Regulations 1998, as at March 31, 2013 the Company has extinguished 11,65,652 Equity Shares and the remaining 35000 Shares has been extinguished on April 1, 2013. Consequently, the Paid-up Equity Share Capital of the Company has been reduced to Rs.24,23,74,906 as on March 31, 2013.

7. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the Financial position of the Company have occurred between April 1, 2013 and the date on which this Report has been signed.

8. SEGMENT REPORTING

A separate reportable segment forms part of Notes to the Accounts.

9. CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered into by the Company with the Stock Exchanges, is annexed with the Annual Accounts of the Company.

10. SUBSIDIARY COMPANY

The following may be read in conjunction with the Consolidated Financial Statements enclosed with the Annual Accounts, prepared in accordance with Accounting Standard AS-21. In view of the general exemption granted by the Ministry of Corporate Affairs, the report and accounts of Subsidiary Companies are not required to be attached to your Company''s Accounts. Shareholders desirous of obtaining the report and accounts of your Companies Subsidiary may obtain the same upon request. The report and accounts of the Subsidiary Companies will be kept for inspection at your Company''s Corporate Office. Further, the report and accounts of the Subsidiary Companies will also be available on Company''s website www.krblrice.com in a downloadable format.

KRBL DMCC, Dubai:- a 100% subsidiary of KRBL Limited in Dubai having its registered office at Unit No. AG-14-K. Floor No. 14, AG Tower (Silver), Plot No. 11, Jumeirah Lake Tower P.O. Box:1 116461, Dubai, United Arab Emirates. The Audited Annual Account for the period ended March 31, 2013 along with the Directors'' and Auditors'' Report are available with the Company and Shareholders desirous of obtaining the report and accounts of your Companies Subsidiary may obtain the same upon request. During the year Trading License has been renewed by DMCC and a fresh License was issued. Mr. Anoop Kumar Gupta, Director of the Company has been named as Manager in the Trading License. In the Financial year under review the Net Profit of the Company was Rs.3.41 Crores (PY. Rs.5.52 Crores)

K. B. Exports Private Limited:- a 70% Subsidiary of KRBL Limited in Delhi having its registered office at 5190, Lahori Gate, Delhi-110006. The audited annual account for the period ended March 31, 2013 along with the Directors'' and Auditors'' Report are available with the Company and Shareholders desirous of obtaining the report and accounts of your Companies Subsidiary may obtain the same upon request.

11. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for investment in Associates, Your Directors provide the audited Consolidated Financial Statements in the Annual Report.

12. DIRECTORS

In accordance with the provisions of Section 255 of the Companies Act, 1956, read with Article 89 of the Articles of Association of the Company, Mr. Shyam Arora & Dr. Narpinder Kumar Gupta, Directors of the Company shall retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers themselves for re-appointment.

Brief resume/details of the Directors who are proposed to be re-appointed have been furnished along with the Notice of the ensuing Annual General Meeting.

The Board recommends their re-appointment at the ensuing Annual General Meeting.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following Statement in terms of Section 217(2AA) of the Companies Act, 1956, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

1. that in the preparation of the Annual Accounts for the year ended March 31, 2013, the applicable Accounting Standards have been followed and that there are no material departures;

2. that appropriate accounting policies have been selected and applied consistently and 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, 2013 and of the profit of the Company for the Financial year ended March 31, 2013;

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

4. that the annual accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

14. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion & Analysis" pursuant to Clause 49 of the Listing Agreement is annexed and forms part of this Annual Report.

15. CORPORATE GOVERNANCE

At KRBL Ltd., it is our firm belief that the quintessence of Good Corporate Governance lies in the phrase ''Your Company''. It is ''Your'' Company because it belongs to you Â the stakeholders. The Chairman and Directors are ''Your'' fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes ''Your'' long-term value.

Your Company is devoted to benchmarking itself with global standards for providing Good Corporate Governance. It has put in place an effective Corporate Governance System which ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with.

The Board has also evolved and implemented a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The Code is available on the website of the Company www.krblrice.com. A separate section titled Report on Corporate Governance has been included in this Annual Report along with the Secretarial Auditors Certificate on its compliance.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)/ SUSTAINABLE DEVELOPMENT

Through sustainable initiatives, your Company manages the business of today with the future in mind. The Company''s Corporate Social Responsibility (CSR) activities, reflect its philosophy of helping to build a better, more sustainable society by taking into account the societal needs of the community. Across all sites, your Company is engaged in several initiatives such as Environment Protection, Protection of Rights of Workers, Right to Education and Healthy Life. Plantation initiatives are a regular featured at most of Company''s facilities and their neighbourhood under Company''s Green Initiative for sustainable development programme.

17. AUDITORS

M/s.Vinod Kumar Bindal & Co., Chartered Accountants, New Delhi, the Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. Your Directors recommends their re-appointment as the Statutory Auditors of the Company.

18. AUDITORS'' REPORT

The observations of Auditors in their Report, read with the relevant notes to accounts are self explanatory and therefore, do not require further explanations.

19. COST AUDITORS

Pursuant to notification issued by Ministry of Corporate Affairs regarding the cost audit of power generation & compliance report on cost records, Your Company has appointed M/s. HMVN & Associates, Delhi, the Cost Accountants Firm, as Cost Auditors of the Company.

Your Directors re-appointed M/s. HMVN & Associates, Cost Accountant, as Cost Auditor of the Company for the Financial year 2013-14 and the partner of M/s. HMVN & Associates confirmed that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

20. RATINGS

The Company received various ratings, which are as follows:

- As per the last CRISIL Report, "CRISIL" has reviewed and reaffirmed its "Independent Equity Research" and assigned 3/5 on fundamentals and 5/5 on valuations. CRISIL assigns fundamental grade of 3/5 i.e. "Good" to the Company against other listed peers on account of its established brand presence, anticipated strong revenue growth, expected ROE expansion and strong position in the market. The valuation grade of 5/5 indicates that the stock has "Strong Upside" to the Current market price.

- In January 2013, "ICRA" has reviewed and reaffirmed [ICRA] A (pronounced as ICRA A plus) rating for Short term & Long term bank facilities.

- In March 2013, "ICRA" has also reviewed and reaffirmed [ICRA] A1 (pronounced as ICRA A one plus) rating for Commercial Paper (CP) / Short Term Debt (STD) programme for Rs.150 Crores (enhanced from Rs.100 Crores).

21. PUBLIC DEPOSITS

During the year under review the Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, read with the Companies (Acceptance of Deposit) Rules, 1975.

22. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provision of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure ''A'' and forms an integral part to this Report.

23. PERSONNEL

During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s. 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time. Hence the details under Section 217 (2A) are not required to be given.

24. DEPOSITORY SYSTEM

As the Members are aware, that the Company''s Shares are compulsorily tradable in electronic form. As on March 31, 2013, almost 99.82% of the Company''s Paid-up Capital representing 24,15,02,242 Equity Shares are in dematerialized form with both the depositories as compared to 99.81% of the Company''s Paid-up Capital representing 24,26,55,890 Equity Shares for the previous year ending March 31, 2012.

Your Company has established connectivity with both the depositories Â National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, Members holding Shares in physical mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company has appointed M/s. Alankit Assignments Limited, a Category-I SEBI registered R&T Agent as its Registrar and Share Transfer Agent across physical and electronic alternative.

25. LISTING

The Equity Shares of the Company are Listed on the following Stock Exchanges:-

I. National Stock Exchange of India Limited (NSE)

"Exchange Plaza" C-1, Block G,

Bandra-Kurla Complex,

Bandra (East), Mumbai Â 400051

II. BSE Limited (BSE)

Phiroze Jeejeebhoy Towers,

25th Floor, Dalal Street,

Mumbai Â 400001

The Company has paid the Annual Listing Fee for the Financial year 2013-14 to the stock exchanges.

The Company has paid Annual custodial fees for the Financial year 2013-14 to National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on the basis of number of beneficial accounts maintained by them as on March 31, 2013.

26. APPRECIATION

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your Company by its bankers, Financial institutions, and government as well as non-government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the Company during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company''s growth.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued Shareholders.

For & on behalf of the Board

Sd/-

Place : Gautambudh Nagar, U.P. Anil Kumar Mittal

Date : August 13, 2013 Chairman & Managing Director

DIN-00030100

Mar 31, 2012

The Directors take pleasure in presenting their 19 th Annual Report together with the Audited Accounts of the Company for the Financial year ended 31st March, 2012.

1. FINANCIAL PERFORMANCE

(Rs. In lac)

Consolidated Standalone

PARTICULARS Year Ended Year Ended Audited Audited

31/03/2012 31/03/2011 31/03/20121 31/03/2011

Total Revenue 1,64,042.00 1,55,222.72 1,63,698.88 1,54,668.78

Less:- Operative Expenses 1,40,494.78 1,31,908.87 1,40,341.71 1,31,837.77

EBIDTA 23,547.22 23,313.85 23,357.17 22,831.01

Less:- Depreciation 4,451.81 3,594.74 4,450.66 3,594.55

:- Interest 7,001.80 4,756.45 7,001.58 4,756.20

Profit & Loss before Exceptional Items 12,093.61 14,962.66 11,904.93 14,480.26

Exceptional Items- Foreign Exchange Fluctuation Gain/(Loss) (2,564.27) 843.65 (2,564.27) 843.65

Profit & Loss after Exceptional Items 9,529.34 15,806.31 9,340.66 15,323.91

Tax expense:

- Current Year 1,878.13 3,328.00 1,878.13 3,328.00

- Earlier Year 35.18 (37.72) 35.18 (37.72)

- Deferred Tax 309.05 481.05 309.05 481.05

- Wealth Tax 3.73 1.73 3.73 1.73

Profit After Tax 7,303.25 12,033.25 7,114.57 11,550.85

Add: Balance as per the last Financial Statements 44,980.62 35,497.84 40,832.14 31,831.76

Appropriation

i) Proposed Dividend-Final 729.34 729.34 729.34 729.34

ii) Tax on Dividend 118.32 121.13 118.32 121.13

iii) Transfer to General Reserve 1,000.00 1,700.00 1,000.00 1,700.00

Closing Balance of P&L A/c 50,436.21 44,980.62 46,099.05 40,832.14

FINANCIAL REVIEW

A strong marketing strategy to boost exports and a stable domestic market presence helped the Company perform reasonably well amidst a challenging environment. The Iran export crisis badly hit the export business of the Company and the surplus supply further impacted revenues for the Company, which also suffered on account of lower realisations and higher operating and interest costs. With significant increase in average cost of goods sold, EBIDTA remained flat for 2011-12, on a consolidated basis, as compared to 2010-11. However, a focused strategy on the export front enabled the Company to post a consolidated Net Sales increase of 5.6%, from Rs. 1,544.6 Crore in 2010-11 to Rs. 1,631.4 Crore in 2011-12. Sales increased primarily due to strong volumes growth, which was mainly on account of the Company's presence in the entire value chain of Basmati farming and increasing export markets.

2. TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 10 Crore to General Reserve out of the amount available for appropriations and an amount of Rs. 460.99 Crore is proposed to be carried over to Balance Sheet.

3. EQUITY SHARE CAPITAL

During the year under review company has not issue any equity share. The Authorised capital of the company is Rs. 30,00,00,000 and paid up capital is Rs. 24,35,40,558.

4. DIVIDEND

The Board of Directors in its meeting held on 22nd May, 2012 declare final dividend for the year ended on 31st March, 2012 on Ordinary Shares as under:- 31st March 31st March 2012 (Rs.) 2011 (Rs.)

Final on 24,31,11,940 Ordinary 7,29,33,582 7,29,33,582

shares of Rs. 1/- each @ Rs. 0.30 per shares (Previous year Rs. 0.30 per share)

Thus the total outgo on account of final dividend including dividend tax will be Rs. 8,47,65,232/- (previous year Rs. 8,50,46,940/-), which represents 11.91% of the profit after tax (previous year 7.36%).

The final divided, if approved, will be paid within 30 days of declaration:

(i) to those members, holding shares in physical form, whose names appear on the Register of Members of the Company at the close of business hours on 17 th September, 2012, after giving effect to all valid transfers in physical form lodged with the Company or its Registrar and Shares Transfer Agent on or before 17th September, 2012; and

(ii) to those beneficial owners, holding shares in electronic form, whose names appear in the statement of beneficial owners furnished by the Depositories to the Company as at close of business hour on 17th September, 2012.

5. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of Section 205A (5) and 205C of the Companies Act, 1956, the Company has deposited Rs. 40,726/- being the unclaimed dividend for the year 2003-04 in the "Investor Education and Protection Fund" established by the Central Government.

6. ACCOUNTS & AUDIT

The Directors of the view that the notes appended to the accounts and referred to by the auditors in their report are self explanatory and do not require elucidation.

7. SEGMENT REPORTING

A separate reportable segment forms part of Notes to the Accounts.

8. CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed with the Annual Accounts of the Company.

9. SUBSIDIARY COMPANY

The following may be read in conjunction with the Consolidated Financial Statements enclosed with the Accounts, prepared in accordance with Accounting Standard 21. In view of the general exemption granted by the Ministry of Corporate Affairs, the report and accounts of subsidiary companies are not required to be attached to your Company's Accounts. Shareholders desirous of obtaining the report and accounts of Your Company's subsidiaries may obtain the same upon request. The report and accounts of the subsidiary companies will be kept for inspection at your Company's corporate office and those of the subsidiary companies. Further, the report and accounts of the subsidiary companies will also be available on Company's website wwwkrblrice.com in a downloadable format.

KRBL DMCC, Dubai:- a 100% subsidiary in the Dubai. The audited annual account for the period ended 31.03.2012 along with the Directors' and Auditors' Report are attached with the Annual Report as per the requirement of Section 212 of the Companies Act, 1956. During the Year Trading License has been renewed by DMCC and a fresh License was issued. Mr. Anoop Kumar Gupta, Director of the Company has been named as Manager in the Trading License. In the financial year under review the net profit of the company was Rs. 5.52 Crore (Previous Year Rs. 4.82 Crore)

K. B. Exports Private Limited:-During the year 2010-11 company acquired 21,00,000 equity shares, pursuant to this acquisition the K. B. Exports Private limited was made subsidiary of the KRBL Limited. The audited annual account for the period ended 31.03.2012 along with the Directors' and Auditors' Report are attached with the Annual Report as per the requirement of Section 212 of the Companies Act, 1956

10. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for investment in Associates, your Directors provide the audited Consolidated Financial Statements in the Annual Report.

11. AUDITORS

M/s.Vinod Kumar Bindal & Co., Chartered Accountants, Delhi, the statutory auditors of the Company are the retiring auditors and being eligible, offers themselves for re-appointment. The Certificate u/s 224(1B) of the Companies Act, 1956 has been obtained from them. Your directors recommend their re-appointment and they are not disqualified for such appointment/reappointment within the meaning of Section 226 of the said Act.

12. COST AUDITORS

Pursuant to notification issued by ministry of corporate affairs regarding the cost audit of power generation & compliance report on cost records, Company has appointed M/s. HMVN & Associates, Cost Accountant firm, as cost auditor of the company.

Your Directors' re-appoint M/s. HMVN & Associates as cost auditor of the company for the financial year 2012-13 and M/s. HMVN & Associates confirmed that they are not disqualified for such reappointment within the meaning of Section 226 of the Companies Act 1956.

13. PUBLIC DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and read with the Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation and research and development activities undertaken by the company along with the information in accordance with the provision of section 217(1)(e) of the companies Act, 1956, read with the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in Annexure 'A' to the Directors' Report.

15. RATINGS

During the year under review, the Company received various ratings, which are as follows:

- In April 2012, "CRISIL" has review its "Independent Equity Research" and assigned 3/5 on fundamentals and 5/5 on valuations. CRISIL assigns fundamental grade of 3/5 i.e. "Good" to the company against other listed peers on account of its established brand presence, anticipated strong revenue growth, expected ROE expansion and strong position in the market. The valuation grade of 5/5 indicates that the stock has "Strong Upside" to the Current market price.

- In December 2011, "ICRA" reconfirm rating for Short term & Long term bank facilities as [ICRA] A

- In May 2012, "ICRA" has also assigned rating of [ICRA] A1 for commercial paper (CP)

16. DIRECTORS

In accordance with the provisions of section 255 of the Companies Act, 1956 and Article 89 of the Articles of Association of the Company, Mr Vinod Ahuja & Mr. Ashwani Dua retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers themselves for re- appointment. Your Directors recommend their re-appointment.

Brief resume to Directors proposed to be appointed/reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges are provided in the Report on Corporate Governance forming part of the Annual Report.

17. PERSONNEL

During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s. 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended. Hence the details required under Section 217 (2A) are not given.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, we hereby state:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profits of the Company for that period.

iii. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv that the directors have prepared the annual accounts on a going concern basis.

19. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement entered by the Company with the Stock Exchanges, a separate section titled Report on Corporate Governance' has been included in this Annual Report along with the Certificate on its compliance.

20. DEPOSITORY SYSTEMS

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on 31st March, 2012, almost 99.81% of the Company's paid-up capital representing 242655890 equity shares are in dematerialized form with both the depositories as compared to 99.80% representing 242630850 equity shares for the previous year ending 31st March, 2011.

Your Company has established connectivity with both depositories

Ã National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, members holding shares in physical mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company has appointed M/s. Alankit Assignments Limited, a Category-I SEBI registered R & T Agent as its Registrar and Transfer Agent across physical and electronic alternatives.

21. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the company is given separately under the head "Management Discussion & Analysis Report" as stipulated under clause 49 of the Listing Agreement with the stock exchanges.

22. COMPANY'S EQUITY SHARES ARE LISTED ON THE FOLLOWING STOCK EXCHANGES

I. National Stock Exchange of India Limited "Exchange Plaza" C-1, Block G Bandra-Kurla Complex,

Bandra (East), Mumbai Ã 400051

II. Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers

25th Floor, Dalal Street Mumbai Ã 400001

The Company has paid the Annual Listing Fee for the financial year

2012-13 to the stock exchanges.

The Company has paid custodial fees for the financial year 2012-

13 to National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on the basis of numbers of beneficial accounts maintained by them as on 31st March, 2012.

23. APPRECIATION

The Board acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, financial institutions, and government as well as non-government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. The company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the company's growth. Your directors are thankful to the shareholders and depositors for their continued patronage.

For & on behalf of the Board of Director

Sd/-

Place : Gautambudh Nagar, U.P. Anil Kumar Mittal

Date : 13th August, 2012 Chairman & Managing Director

Mar 31, 2011

Dear Shareholders,

The Directors take pleasure in presenting their 18th Annual Report together with the Audited Accounts of the Company for the Financial year ended 31st March, 2011.

1. FINANCIAL PERFORMANCE

(Rs. In lakh)

Consolidated Standalone PARTICULARS Year Ended Year Ended

Audited Audited

31/03/2011 31/03/2010 31/03/2011 31/03/2010

Sales & Other Income 156,654 160,065 156,100 158,295

Less:-Operative Expenses 132,497 138,135 132,425 138,108

EBIDTA 24,157 21,930 23,675 20,187

Less:- Depreciation 3,595 2,758 3,595 2,758

:- Interest 4,756 4,174 4,756 4,174

Profit Before Tax (PBT) 15,806 14,998 15,324 13,255

Less: Provision for Tax

i) Current 3,292 2,547 3,292 2,547

ii) Deferred 481 (4) 481 (4)

Profit After Tax (PAT) 12,033 12,455 11,551 10,712

Add: Balance of profit as per last Balance Sheet 35,498 25,397 31,832 23,474

Balance available for appropriation 47,531 37,852 43,383 34,186

Appropriation

i) Proposed Dividend -Interim - 365 - 365

Proposed Dividend -Final 729 365 729 365

ii)Tax on Dividend 121 124 121 124

iii) Transfer to General Reserve 1,700 1,500 1,700 1,500

iv) Balance Carried Over to Balance Sheet 44,981 35,498 40,832 31,832

FINANCIAL REVIEW

Company's sale stood at Rs. 1551.27 crores for the year and has posted a profit before tax (PBT) of Rs. 158.06 crores and Profit after tax (PAT) stood of Rs. 120.33 crores. Though the revenues have been almost at the same level, due to better yield and prudent planning, we have been able to increase EBIDTA margins from 12.78% (2009-10) to 15.26% (2010-11). PBT margins also increased from 8.39% to 9.88%. This has been possible as our brands have established over the period of time and we now focus more on bottomline than on topline.

2. TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 17 Crore to General Reserve out of the amount available for appropriations and an amount of Rs.408.32 Crore is proposed to be carried over to Balance Sheet.

3. EQUITY SHARES CAPITAL

During the year under review company has not issued any equity shares. The paid up of the company is Rs. 24,35,40,558.

4. DIVIDEND

The Board of Directors in its meeting held on 25th May, 2011 has declared final dividend for the year ended on 31st March, 2011 on Ordinary Shares as under:-

31st March 31st March 2011 (Rs.) 2010 (Rs.)

Interim on 24,31,11,940 - 3,64,66,791

Ordinary shares of

Rs. 1/- each @ Rs. 0.00 per share (Previous year Rs. 0.15 per share)

Final on 24,31,11,9 7,29,33,582 3,64,66,791

Ordinary share of

Rs. 1/- each @ Rs. 0.30 per shares(Previous yearRs. 0.15 per share)

Thus the total outgo on account of final dividend including dividend tax will be Rs. 8,50,46,940 (previous year Rs. 8,53,28,644),

* which represents 7.36% of the profit after tax (previous year

7.97%).

The final divided, if approved, will be paid within 30 days of declaration:

(I) to those members, holding shares in physical form, whose names appear on the Register of Members of the Company at the close of business hours on 19th September, 2011, after giving effect to all valid transfers in physical form lodged with the Company or its Registrar and Shares Transfer Agent on or before 19th September, 2011; and

(ii) to those beneficial owners, holding shares in electronic form, whose names appear in the statement of beneficial owners furnished by the Depositories to the Company as at close of business hour on 19th September, 2011.

5. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of Section 205A (5) and 205C of the Companies Act, 1956, the Company has deposited Rs. 58,586 and Rs. 25,918 being un-claimed final dividend for the year 2002-03 and interim dividend for the year 2003-04 respectively in the "Investor Education and Protection FundÃ established by the Central Government.

6. ACCOUNTS & AUDIT

The Directors of the view that the notes appended to the accounts and referred to by the auditors in their report are self explanatory and do not require elucidation.

7. SEGMENT REPORTING

A separate reportable segment forms part of Notes to the Accounts.

8. CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed with the Annual Accounts of the Company.

9. SUBSIDIARY COMPANY

KRBL DMCC, Dubai:- a 100% subsidiary in the Dubai. The audited annual account For the period ended 31.03.2011 along with the Directors' and Auditors' Report are attached with the Annual Report as per the requirement of Section 212 of the Companies Act, 1956. During the Year Trading License has been renewed by DMCC and a fresh License was issued. Mr. Anoop Kumar Gupta, Director of the Company has been named as Manager in the Trading License. In the financial year under review the net profit of the company was Rs. 4.82 Crore (Previous Year Rs. 17.43 Crore).

K.B. Exports Private Limited:-During the year under review company has acquired 21,00,000 equity shares, pursuant to this acquisition K. B. Exports Private limited was became subsidiary of the KRBL Limited . The audited annual accounts For the period ended 31.03.2011 along with the Directors' and Auditors' Report are attached with the Annual Report as per the requirement of Section 212 of the Companies Act, 1956.

10. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for investment in Associates, your Directors provide the audited Consolidated Financial Statements in the Annual Report.

11. AUDITORS

M/s.Vinod Kumar Bindal & Co., Chartered Accountants, Delhi, the statutory auditors of the Company are the retiring auditors and being eligible, offers themselves for re- appointment. The Certificate u/s 224(1B) of the Companies Act, 1956 has been obtained from them. Your directors recommend their re-appointment and they are not disqualified for such appointment/reappointment within the meaning of Section 226 of the said Act.

12. PUBLIC DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and read with the Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

13. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of energy conservation and research and development activities undertaken by the company along with the information in accordance with the provision of section 217(1)(e) of the companies Act, 1956, read with the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are given in Annexure 'A' to the Directors' Report.

14. RATINGS

During the year under review, the Company received various ratings, which are as follows:

- In May, 2011, "CRISILÃ has review its "Independent Equity ResearchÃ and assigned 3/5 on fundamentals and 5/5 on valuations. CRISIL assigns fundamental grade of 3/5 i.e. "GoodÃ to the company against other listed peers on account of its established brand presence, anticipated strong revenue growth, expected ROE expansion and strong position in the market. The valuation grade of 5/5 indicates that the stock has "Strong UpsideÃ to the Current market price;

- In October, 2010, "ICRAÃ upgrades long term rating for bank facilities to LA ; reaffirms A1 rating for Short term bank facilities;

- In October, 2010, "ICRAÃ has also assigned rating of A1 (pronounced as A one plus) for commercial paper (CP).

15. DIRECTORS

In accordance with the provisions of section 255 of the Companies Act, 1956 and Article 89 of the Articles of Association of the Company, Mr. Ashok Chand and Ms. Priyanka Mittal retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers themselves for re-appointment. Your Directors recommend their re- appointment.

Brief resume of Directors proposed to be appointed/ reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges are provided in the Report on Corporate Governance forming part of the Annual Report.

16. PERSONNEL

During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s. 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended. Hence the details required under Section 217 (2A) are not given.

17. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, we hereby state:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profits of the Company for that period.

iii. that the directors have taken proper and sufficient care* for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv that the directors have prepared the annual accounts on a going concern basis.

18. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement entered by the Company with the Stock Exchanges, a separate section titled Rs.Report on Corporate Governance' has been included in this Annual Report along with the Certificate on its compliance.

19. DEPOSITORY SYSTEMS

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2011, almost 99.80% of the Company's paid-up capital representing 242630850 equity shares are in dematerialized form with both the depositories as compared to 99.79% representing 242615250 equity shares for the previous year ending March 31, 2010.

Your Company has established connectivity with both depositories Ã National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, member holding shares in physical mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company has appointed M/s. Alankit Assignments Limited, a Category-I SEBI registered R & T agent as its Registrar and Transfer Agent across physical and electronic alternatives.

20. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the company is given separately under the head "Management Discussion & Analysis ReportÃ as stipulated under clause 49 of the Listing Agreement with the stock exchanges.

21. COMPANY'S EQUITY SHARES ARE LISTED ON THE FOLLOWING STOCK EXCHANGES

I. National Stock Exchange of India Limited "Exchange PlazaÃ C-1, Block G Bandra-Kurla Complex, Bandra (East), Mumbai Ã 400051

II. Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers 25th Floor, Dalal Street Mumbai Ã 400001

The Company has paid the Annual Listing Fee for the financial year 2011-12 to the stock exchanges.

The Company has paid custodial fees for the financial year 2011-12 to National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on the basis of numbers of beneficial accounts maintained by them as on March 31, 2011.

22. APPRECIATION

The Board acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, financial institutions, and government as well as non- government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. The company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the company's growth. Your directors are thankful to the shareholders and depositors for their continued patronage.

For & on behalf of the Board of Director

Sd/- Place : Delhi Anil Kumar Mittal Date : 10th August,2011 Chairman & Managing Director

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