The Board of Directors is delighted to present the 30^th Annual Report on the business and operations of KRBL Limited (“the Company”) 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, (“the Act”), the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), this Board’s 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:

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:

• Company’s Revenue from operations stood at ?5,36,323 lacs (31 March 2022 ?4,21,056 lacs).

• Company’s Earnings before interest, tax, depreciation and amortisation (EBITDA) stood at ?1,03,157 lacs (31 March 2022 ?70,475 lacs).

• Company’s Profit before tax (PBT) stood at ?94,118 lacs (31 March 2022 ?61,713 lacs).

• The Company’s Profit after tax (PAT) stood at ?70,098 lacs (31 March 2022 ?45,940 lacs).

• Company’s total comprehensive income for the year stood at ?70,477 lacs (31 March 2022 ?46,011 lacs).

• Company’s Return on Capital Employed (ROCE) stood at 19%.

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

• 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.

• 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 “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 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 ‘Statement of Cash Flows’ 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 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 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 hasn’t 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 ‘Annexure 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 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 Company’s 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:

The detailed section on ‘Board of Directors’ is also given in the ‘Report 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. 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 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

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 Management’s 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:

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:

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 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 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 ‘Board Meetings and Procedures - Details of the Board Meetings held and attended by the Directors during the financial year 2022-23’ 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 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 Director’s 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 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. DIRECTORS’ 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 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 Director’shad 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 ‘Management Discussion and Analysis’ Report pursuant to Regulation 34 read with Part B of Schedule V of the SEBI Listing Regulations.

22. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION 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 ‘Annexure 2’ 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 “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 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 Company’s 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 AUDITORS’ REPORTI) 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 30th AGM to be held in the calendar year 2023.

Upon the recommendation of the Audit Committee, the Board of Directors approves and recommends for shareholders’ 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 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 47(C) to the accompanying Standalone Financial Statements, the Enforcement Directorate (‘ED’) is investigating the Company’s Joint Managing Director (‘JMD’) 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 Auditors’ Report on the Consolidated Financial Statements:

As stated in Note 46(C) to the accompanying Consolidated Financial Statements, the Enforcement Directorate (‘ED’) is investigating the Holding Company’s Joint Managing Director (‘JMD’) 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 (‘IP’) 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 ‘Annexure 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:

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 company’s 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 ‘Your Company’. It is ‘Your Company’ because it belongs to you - the Stakeholders. The Chairman and the Directors are ‘Your’ 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 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

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

• Policy on Preservation of Documents and Archival.

• Policy on Sexual Harassment (Policy on POSH).

• Nomination and Remuneration Policy.

• Vigil Mechanism (Whistle Blower Policy).

• Corporate Social Responsibility Policy.

• Dividend Distribution Policy.

• Policy for Determination of Materiality for Disclosure of Event or Information.

• Policy on Related Party Transactions.

• Policy for Determining Material Subsidiaries.

• Policy on Board Diversity.

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

• 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 and codes are made available on the Company’s 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 ‘CSR Committee’, 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 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

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 ‘Annexure 5’ 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.

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

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 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 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 Company’s 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 Company’s 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:

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

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

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

33. DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any Deposits during the financial year 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 “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 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 Company’s shares are compulsorily tradable in electronic form. As of 31 March 2023, 99.95% of the Company’s 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 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)

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 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 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 ‘Annexure 6’ 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 theCompany’s 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 ‘Vigil Mechanism (Whistle Blower Policy)’ for Directors and Employees to report unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics, policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the Directors and Employees to report their concerns directly to the Chairman of the Audit Committee of the Company. The Company has not received any complaint 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 Company’s 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 COMPANY’S OPERATIONS IN FUTURE

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

43. DISCLOSURE ON MATERIAL LEGAL 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 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 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 (‘ITD’) 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 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 Hon’ble 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 Hon’ble 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 Company’s Joint Managing Director, Mr. Anoop Kumar Gupta (‘JMD’), had been detained and released on bail by the Directorate of Enforcement (‘ED’) 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 (‘RAKGT’) 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 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 (‘IP’) 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 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. GENERAL

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

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

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

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

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

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

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 Company’s performance.

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

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