We have pleasure in presenting the 39th Directors' Report together with the audited Financial Statements for the
year ended 31st March, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

(Rupees in Lakhs)

2. REVIEW OF OPERATIONS:

During the Year under the review, the Company has recorded Rs. 648.00 Lakhs revenue and incurred a net
profit of Rs.180.18 Lakhs as on 31.03.2025 as against the 300.08 Lakhs revenue net profit of Rs. 75.937
Lakhs in the previous financial year ending 31.03.2024.

3. STATE OF COMPANY’S AFFAIRS:

The information on Company's affairs and related aspects are provided under Management Discussion and
Analysis report, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) regulations, 2015 and forms part of this Report.

4. RESERVES:

The profit of Rs. 180.18 lakhs earned during the year will be retained in the company to meet the future
requirements. Hence your company does not propose to transfer any amount to the Reserves.

5. LISTING OF EQUITY SHARES:

The Company's Equity shares are presently listed on BSE Limited, and the Company has paid the Annual
Listing Fees to the said Stock Exchange for the financial year 2024-2025.

6. DIVIDEND:

In order to conserve cash for the Company's operations, the Directors do not recommend any dividend for
the year under review.

7. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was no change in the nature of
Business. However, in the Financial Year 2024-25 company has started its business in agricultural products
and related activities.

8. CHANGE IN NAME OR OBJECTS OF THE COMPANY:

During the year under the purview, the Company has not changed its name. The Company has also not
changed its object during the year 2024-2025.

9. OPEN OFFER:

There are no instances to report under this head.

10. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position of the Company after
the end of the financial year and up to date of this report (i.e., 11.08.2025).

11. CHANGE IN REGISTRAR AND TRANSFER AGENT:

There was a change in the Registrar and Share Transfer Agents of the Company.

Venture Capital & Corporate Investments Private Limited were appointed as the Registrar and Share
Transfer Agents of the Company w.e.f 06.08.2024

12. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

13. SHARE CAPITAL:

The Authorised share capital of the Company as on 31.03.2025 is Rs. 5,00,00,000/- divided into

1,00,00,000 equity shares of Rs. 5/- each.

The Paid-up Share Capital of the Company is Rs. 4,40,00,000/- divided into 88,00,000 Equity Shares of
Rs. 5/- each.

14. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO
AND KEY MANANGERIAL PERSONNEL:

Following appointments/resignations have taken place from 01.04.2025 till the date of the Report

The Board places on record its sincere appreciation for the valuable contributions and dedicated services
rendered by the KMP's during their respective tenure.

15. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Company to the effect
that they are meeting the criteria of independence as provided in Sub-Section (6) of Section 149 of the
Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Independent Directors have also confirmed that they have complied with the Company's Code of
Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that
they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective independent judgment and
without any external influence.

16. BOARD MEETINGS:

During the year under review 06 (Six) Board meetings were held on the 08.05.2024, 28.05.2024,
13.08.2024, 02.11.2024, 08.11.2024 and 14.02.2025

During the year, 1(one) Extra Ordinary General Meetings was held on 12.03.2025

The intervening gap between any two Board Meetings was within the period prescribed under the
provisions of the Companies Act, 2013. All the recommendations given by the Audit Committee have
been accepted by the Board.

17. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company's operations and businesses. Detailed
presentations on important policies of the Company is also made to the directors. Direct meetings with
the Chairman are further facilitated to familiarize the incumbent Director about the Company/its
businesses and the group practices.

18. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’ INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying
persons who are qualified to become Directors and to determine the independence of Directors, in case
of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in accordance with the
provisions of Section 178 of the Companies Act, 2013 and reg. 19 of SEBI (Listing Obligation and
Disclosure Requirement), Regulations, 2015.

2.3 “Independent Director” means a director referred to in sub-section (6) of Section 149 of the Companies
Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015.

3. Policy:

3.1. Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate
skills, knowledge and experience required of the Board as a whole and its individual members. The
objective is to have a board with diverse background and experience that are relevant for the Company's
operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors,
such as:

• General understanding of the Company's business dynamics, global business and social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the Companies Act, 2013;

• shall Endeavour to attend all Board Meeting and wherever he is appointed as a Committee Member, the
Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors and senior Management
personnel;

• shall disclose his concern or interest in any Company or companies or bodies corporate, firms, or other
association of individuals including his shareholding at the first meeting of the Board in every financial
year and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, SEBI
(Listing obligations and Disclosure Requirements) Regulations, 2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a
group that best enables the success of the Company's business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of
appointment/ re-appointment and the Board shall assess the same annually.

The Board shall re-assess determinations of independence when any new interest or relationships are
disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid down in Companies Act, 2013
and reg. 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3.2.3 The Independent Director shall abide by the “Code for Independent Directors “as specified in Schedule IV
to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to
effective Board performance. Accordingly, members should voluntarily limit their directorships in other
listed public limited companies in such a way that it does not interfere with their role as Director of the
Company. The NR Committee shall take into account the nature of, and the time involved in a Director
Service on other Boards, in evaluating the suitability of the individual Director and making its
recommendations to the Board.

A Director shall not serve as director in more than 20 companies of which not more than10 shall be public
limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and not more than 3
listed companies in case he is serving as a whole-time Director in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than 5 committees
across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship
committee of all public limited companies, whether listed or not, shall be included and all other companies
including private limited companies, foreign companies and companies under section 8 of the
Companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for
recommending to the Board the remuneration of the directors, key managerial personnel and other
employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a Director appointed to the Board of the Company.

2.2 “key managerial personnel” means

(i) The Chief Executive Office or the Whole-time director or the manager;

(ii) The Company secretary;

(iii) The whole-time director;

(iv) The chief finance Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration Committee” means the committee constituted by Board in accordance
with the provisions of section 178 of the companies Act,2013 and reg. 19 of SEBI (Listing obligations and
Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review
and approve the remuneration payable to the Executive Director of the Company within the overall
approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration
payable to the key managerial personnel of the Company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnel shall include the
following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retrial benefits

(v) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and
Annual performance Bonus will be approved by the committee based on the achievement against the
Annual plan and Objectives.

3.2 Remuneration to Non-Executive Directors

3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and
approve the remuneration payable to the Non-Executive Directors of the Company within the overall
limits approved by the shareholders as per provisions of the Companies act.

3.2.2 Non-Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the
Committees thereof. The Non-Executive Directors shall also be entitled to profit related commission in
addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience,
competencies as well as their roles and responsibilities in the organization. Individual remuneration shall
be determined within the appropriate grade and shall be based on various factors such as job profile skill
sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

19. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis
of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts
of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made
judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year and of the profit or loss of the Company for that
period;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

20. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and
amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years
from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”),
constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore
no amount is required to be transferred to Investor Education and Provident Fund under the Section
125(1) and Section 125(2) of the Act.

21. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and
amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years
from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”),
constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore
no amount is required to be transferred to Investor Education and Provident Fund under the Section
125(1) and Section 125(2) of the Act.

22. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company has no subsidiary Companies as on 31st March 2025.

23. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an annual return is disclosed on the website:
kisaanparivarindustries.com

24. AUDITORS:

a. Statutory Auditors

Your Company's Statutory Auditors, M/s. Vasireddy & Associates., Chartered Accountants have tendered
their resignation w.e.f. 02.07.2025, therefore the Board in its meeting held on 15.07.2025 has approved
the appointment of M/s. M G S Reddy & Co, Chartered Accountants, Hyderabad, as the Statutory
Auditors of the Company w.e.f. 15.07.2025 at a remuneration of Rupees 2,00,000/- p.a. to fill the casual
vacancy subject to approval of shareholders within 3 months from the date of
recommendation/appointment. Thus, at the forthcoming Annual General Meeting of your company the
appointment of M/s. M G S Reddy & Co, Chartered Accountants is being considered. Necessary
resolution for their appointment has been proposed in item no. 4 and 5 of Notice of AGM.

M/s. Vasireddy & Associates., Chartered Accountants, have issued the Auditors' Report for fiscal 2025
does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with
the financial statements in this Annual Report. The Auditors have confirmed that they have subjected
themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid
certificate issued by the Peer Review Board of the ICAI

The Board of Directors in its meeting held on 15.07.2025 has appointed M/s. M G S Reddy & Co.,
Chartered Accountants as the Statutory Auditors of the Company for the period of Five years from the
conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting for the FY
2028-29, subject to the approval of the shareholders in the ensuing Annual General Meeting.

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31,
2025 and has noted that the same does not have any reservation, qualification or adverse remarks.

b. Secretarial Auditor

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, the Board has
appointed M/s. Manoj Parakh & Associates, Practicing Company Secretary to undertake Secretarial
Audit of the Company for financial year ending 31.03.2025. The report of the Secretarial Auditor is
enclosed herewith vide Annexure-II of this Report.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report is not applicable to the Company for financial year ending
31.03.2025.

c. Cost Auditor

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section
148(1) of the Act, are not applicable for the Company for the year 2024-25.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies read with rules made there under, the Board
has appointed M/s VRR & Associates, Chartered Accountants for FY 2024-25, as Internal Auditors of the
Company.

Board has appointed M/s M P R & Associates, Chartered Accountants for FY 2025-26, as Internal
Auditors of the Company

25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT:

There have been no frauds reported by the auditor's u/s 143(12) of the Companies Act, 2013.

26. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature of business and size of the
operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate
checks and balances, adherence to applicable statues, accounting policies, approval procedures and to
ensure optimum use of available resources. These systems are reviewed and improved on a regular
basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against
approved budget on an ongoing basis.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments attracting the provision of
Section 186 of the Companies Act, 2013 during the year under review.

28. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available on Company's

website at kisaanparivarindustries.com. This policy deals with the review and approval of related party
transactions.

All related party transactions that were entered into during the financial year were on arm's length basis
and were in the ordinary course of business. There were no material significant related party transactions
made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior
Management which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure III which forms part of this
Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval
of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in
nature. Members may refer to financial statements which sets out related party disclosures pursuant to
IND AS-24.

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

During the year under review, no Company has become or ceased to become its subsidiary, joint venture
or associate Company.

30. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, is provided
hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve
energy wherever possible by using energy efficient computers and purchase of energy efficient
equipment.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs. NIL
Foreign Exchange Outgo: NIL

31. COMMITTEES:

(I). AUDIT COMMITEE

Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the
Listing Regulations and Section 177 of the Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section 177 of
Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 and, inter alia,
includes:

i. Oversight of the listed entity's financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;

ii. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

iv. Reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the board for approval, with particular reference to:

a. Matters required to be included in the director's responsibility statement to be included in the board's
report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report;

v. Reviewing, with the management, the quarterly financial statements before submission to the board for
approval;

vi. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document / prospectus / notice and the report submitted by the monitoring
agency monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or
qualified institutions placement, and making appropriate recommendations to the board to take up steps
in this matter;

vii. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit
process;

viii. Approval or any subsequent modification of transactions of the listed entity with related parties;

ix. Scrutiny of inter-corporate loans and investments;

x. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

xi. Evaluation of internal financial controls and risk management systems;

xii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;

xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit;

xiv. Discussion with internal auditors of any significant findings and follow up there on;

xv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the board;

xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern;

xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

xviii. To review the functioning of the whistle blower mechanism;

xix. Approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;

xx. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

xxi. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments existing as on the date of coming into force of this
provision.

xxii. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders.

xxiii. Carrying out any other function as may be referred to the Committee by the Board.

xxiv. Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and
matters specified in Part C of Schedule II of the Listing Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING INFORMATION:

i. Management discussion and analysis of financial condition and results of operations;

ii. Management letters / letters of internal control weaknesses issued by the statutory auditors;

iii. Internal audit reports relating to internal control weaknesses; and

iv. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the audit committee.

v. Statement of deviations:

• Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

C. COMPOSITION, MEETINGS & ATTENDANCE:

During the financial year 2024-25, (6) Six meetings of the Audit Committee were held on the 20.05.2024,
06.07.2025, 13.08.2024, 02.11.2024, 08.01.2025 and 14.02.2025.

* Resigned on 07.08.2025
** Resigned on 26.06.2025

The Audit Committee was reconstituted on 15.07.2025 and following are the Members of the Committee:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

(II). NOMINATION AND REMUNERATION COMMITTEE

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

i. Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the board of directors a policy relating to, the remuneration of the directors, key
managerial personnel and other employees;

ii. For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities identified
in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

iii. Formulation of criteria for evaluation of performance of independent directors and the board of directors;

iv. Devising a policy on diversity of board of directors;

v. Identifying 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.

vi. 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.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

During the financial year 2024-25, (4) Four meetings of the Nomination and Remuneration Committee were
held on 08.05.2024, 06.07.2024, 13.08.2024 and 14.02.2025.

*Resigned w.e.f. 08.05.2024
**Appointed w.e.f 08.05.2024

The Nomination and Remuneration Committee was reconstituted on 15.07.2025 and following are the Members
of the Committee:

C. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for Independent Directors are already mentioned under the head
“Board Evaluation” in Directors' Report.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’ INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying
persons who are qualified to become Directors and to determine the independence of Directors, in case
of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in accordance with the
provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

2.3 “Independent Director” means a Director referred to in sub-Section (6) of Section 149 of the Companies
Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

3. Policy:

3.1 Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate
skills, knowledge and experience required of the Board as a whole and its individual members. The
objective is to have a board with diverse background and experience that are relevant for the Company's
operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors,
such as:

• General understanding of the Company's business dynamics, global business and social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities
effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the
Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors and senior Management
personnel;

• shall disclose his concern or interest in any Company or companies or bodies corporate, firms, or other
association of individuals including his shareholding at the first meeting of the Board in every financial
year and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as any prescribed, from time to time, under the Companies Act, 2013,
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other
relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a
group that best enables the success of the Company's business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of
appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess
determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in Companies Act,
2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

An independent Director in relation to a Company, means a director other than a Whole-time Director or a whole¬
time Director or a nominee Director

i. who, in the opinion of the board of directors, is a person of integrity and possesses relevant expertise and
experience;

ii. who is or was not a promoter of the listed entity or its holding, subsidiary or associate company or
member of the promoter group of the listed entity;

iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate
company;

iv. who, apart from receiving director's remuneration, has or had no material pecuniary relationship with the
listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the
68[three] immediately preceding financial years or during the current financial year;

v. none of whose relatives—

a. is holding securities of or interest in the listed entity, its holding, subsidiary or associate company during
the three immediately preceding financial years or during the current financial year of face value in
excess of fifty lakh rupees or two percent of the paid-up capital of the listed entity, its holding, subsidiary or
associate company, respectively, or such higher sum as may be specified;

b. is indebted to the listed entity, its holding, subsidiary or associate company or their promoters or
directors, in excess of such amount as may be specified during the three immediately preceding financial
years or during the current financial year;

c. has given a guarantee or provided any security in connection with the indebtedness of any third person to
the listed entity, its holding, subsidiary or associate company or their promoters or directors, for such
amount as may be specified during the three immediately preceding financial years or during the current
financial year; or

d. has any other pecuniary transaction or relationship with the listed entity, its holding, subsidiary or
associate company amounting to two percent or more of its gross turnover or total income:

Provided that the pecuniary relationship or transaction with the listed entity, its holding, subsidiary or
associate company or their promoters, or directors in relation to points (A) to (D) above shall not exceed
two percent of its gross turnover or total income or fifty lakh rupees or such higher amount as may be
specified from time to time, whichever is lower.]

vi. who, neither himself [“/herself], nor whose relative(s) —

a. holds or has held the position of a key managerial personnel or is or has been an employee of the listed
entity or its holding, subsidiary or associate company [or any company belonging to the promoter group
of the listed entity,] in any of the three financial years immediately preceding the financial year in which he
is proposed to be appointed:

[Provided that in case of a relative, who is an employee other than key managerial personnel, the
restriction under this clause shall not apply for his / her employment.]

b. is or has been an employee or proprietor or a partner, in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed, of—

(i) a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its holding,
subsidiary or associate company; or

(ii) any legal or a consulting firm that has or had any transaction with the listed entity, its holding, subsidiary or
associate company amounting to ten per cent or more of the gross turnover of such firm;

c. holds together with his relatives two per cent or more of the total voting power of the listed entity; or

d. is a chief executive or director, by whatever name called, of any non-profit organisation that receives
twenty-five per cent or more of its receipts or corpus from the listed entity, any of its promoters, directors
or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power
of the listed entity;

e. is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

vii. who is not less than 21 years of age.

viii. who is not a non-independent director of another company on the board of which any non-independent
director of the listed entity is an independent director:

3.2.3 The independent Director shall abide by the “code for independent Directors “as specified in Schedule IV
to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to
effective Board performance. Accordingly, members should voluntarily limit their Directorships in other
listed public limited companies in such a way that it does not interfere with their role as Director of the
Company. The NR Committee shall take into account the nature of, and the time involved in a Director
service on other Boards, in evaluating the suitability of the individual Director and making its
recommendations to the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be public
limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and not more than
3 listed companies in case he is serving as a whole-time Director in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5 committee
across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship
committee of all public limited companies, whether listed or not, shall be included and all other
companies including private limited companies, foreign companies and companies under Section 8 of
the companies Act, 2013 shall be excluded.

D. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the
Board and Independent Directors with specific focus on the performance and effective functioning of the
Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004,
dated January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the
recommended criteria by Securities and Exchange Board of India.

The Directors were given following Forms for evaluation:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv )Evaluation of Chairperson; and

(v) Evaluation of Whole-time Director and Whole-time Director

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the Directors, the
report on Evaluation was submitted to the Board. And based on the report, the Board of Directors has informed
that the performance of Directors is satisfactory.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Committee's role includes:

i. Resolving the grievances of the security holders of the Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

iii. Review of adherence to the service standards adopted by the Company in respect of various services
being rendered by the Registrar & Share Transfer Agent;

iv. Review of the various measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices
by the shareholders of the company;

v. Such other matter as may be specified by the Board from time to time.

vi. Authority to review / investigate into any matter covered by Section 178 of the Companies Act, 2013 and
matters specified in Part D of Schedule II of the Listing Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

During the financial year 2024-25, (1) one meeting of the Stakeholders and Relationship Committee
meeting was held on 14.02.2025.

*Appointed w.e.f 08.05.2024

The Stakeholders and Relationship Committee was reconstituted on 15.07.2025 and following are the Members
of the Committee:

C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR
2024-25:

D. NAME AND DESIGNATION OF COMPLIANCE OFFICER:

Ms. Khushboo Joshi, Company Secretary is the Compliance Officer of the company.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of
SEBI (LODR) Regulations, 2015, a vigil Mechanism for Directors and employees to report genuine
concerns has been established. It also provides for necessary safeguards for protection against
victimization for whistle blowing in good faith.

Vigil Mechanism Policy has been established by the Company for directors and employees to report
genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same
has been placed on the website of the Company.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND
CONTENTS OF CSR POLICY):

Since your Company does not have net worth of Rs. 500 Crores or more or turnover of Rs. 1000 Crores or
more or a net profit of Rs. 5 Crores or more during the financial year, section 135 of the Companies Act, 2013
relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any
Corporate Social Responsibility Policy.

34. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

35. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31,2025, there
has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the
Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of
Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company,
which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

36. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

There were no material Orders passed by Courts/Regulations and Tribunals.

37. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. The Company maintains appropriate system of internal control, including
monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or
disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and
are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for
inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion
and Analysis Report which is appended as Annexure IV and forms part of this Report.

38. CREDIT & GUARANTEE FACILITIES:

The Company has not availed any credit and guarantee facilities during the year.

39. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company
has a robust risk management framework to identify, monitor and minimize risks and also to identify
business opportunities. As a process, the risks associated with the business are identified and prioritized
based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior
management on a periodical basis.

40. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an
overview of the affairs of the Company, its legal status and autonomy, business environment, mission &
objectives, sectoral and operational performance, strengths, opportunities, constraints, strategy and risks
and concerns, as well as human resource and internal control systems is appended as Annexure IV for
information of the Members.

41. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social
responsibility. The Company has been taking upmost care in complying with all pollution control measures
from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen
interest shown by the Employees of your Company in this regard.

42. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION
DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES
(APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies
Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is given in Annexure V(a) to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies
Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure V(b) to this report.

43. RATIO OF REMUNERATION TO EACH DIRECTOR

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment
& Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 no remuneration was paid
other than sitting fees for the Board Meetings to the Directors.

44. MECHANISM FOR EVALUATION OF THE BOARD:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the
basis of criteria such as the board composition and structure, effectiveness of board processes, information
and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee
members on the basis of criteria such as the composition of committees, effectiveness of committee
meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors, performance of non-independent directors, the board as a
whole and the Chairman of the Company was evaluated, taking into account the views of executive
directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and
Remuneration Committee, the performance of the board, its committees, and individual directors was also
discussed.

Performance evaluation of independent directors was done by the entire Board, excluding the independent
director being evaluated.

45. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are
adequate and operating effectively.

46. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):

There is no application filed for corporate insolvency resolution process, by a financial or operational
creditor or by the company itself under the IBC before the NCLT.

47. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the
Company under Insolvency and Bankruptcy Code, 2016.

48. DEVIATIONS, IF ANY OBSERVED-ON FUNDS RAISED THROUGH PUBLIC ISSUE, PREFERENTIAL
ISSUE ETC:

Not Applicable

49. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less
than Rs. 25 Crores, Corporate Governance is not applicable to the Company.

50. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the
Company which in the Judgment of the Board may affect the independence of the Directors.

No compensation was paid to the Independent and Non-Executive Directors.

51. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the
SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider Trading Policy of the Company lays
down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor
and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in
Company securities. The Insider Trading Policy of the Company covering code of practices and procedures
for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of
insider trading is available on our website http://kisaanparivarindustries.com/.

52. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules
framed there under.

Your company has also complied with provisions relating to the constitution of internal complaints
committee under sexual harassment of women at workplace (prevention, prohibition and redressal) act,
2013.

During the financial year 2024-2025, the Company has not received any complaints on sexual harassment.

53. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from banks and
financial institutions.

54. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be
implemented.

55. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE
COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not
required.

56. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the
affairs of the Company in all respects.

57. PREVENTION OF INSIDER TRADING:

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Fair
Disclosure and Code of Conduct for regulating the dissemination of Unpublished Price Sensitive
Information and trading in securities by Insiders. The trading window is closed during the time of declaration
of results and occurrence of any material events.

58. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation
of certain policies for all listed companies. All the policies are available on our website.
http://kisaanparivarindustries.com/

59. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as
mentioned:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

60. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as
amended from time to time. The Company is committed to fostering a supportive and inclusive work
environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the
applicable statutory requirements.

61. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of business constituents, banks and other financial
institutions and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board
For Kisaan Parivar Industries Limited
(Formerly Known as Richirich Inventures Limited)

Sd/- Sd/-

Rajani Nanavath Srikanth Yegireddi

Place: Hyderabad Managing Director Director

Date: 11.08.2025 (DIN: 07889037) (DIN: 05192572)