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KRBL Ltd. AGM Information 2025

Aug 29, 2025

58984_rns_2025-08-29_5a9c63ea-e9dd-4b82-845e-95f44d8464ea.pdf

AGM Information

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Ref: KRBL/SE/2025-26/44 August 29, 2025 The General Manager National Stock Exchange of India Limited Department of Corporate Services “Exchange Plaza”, C-1, Block-G BSE Limited Bandra-Kurla Complex Floor 25, Phiroze Jeejeebhoy Towers Bandra (E), Mumbai-400051 Dalal Street, Mumbai – 400 001 Scrip Code: 530813 Symbol: KRBL Series: Eq.

Sub: Notice of 32[nd] Annual General Meeting of the Company

Dear Sir/Madam,

This is further to our communication dated August 08, 2025 wherein the Company inter-alia informed about the 32[nd] Annual General Meeting (“ AGM ”) of the Company scheduled to be held on Wednesday, September 24, 2025 at 12:00 Noon (IST) through Video Conferencing/ Other Audio Visual Means in accordance with relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India (‘ Circulars ’).

In terms of the said Circulars, the AGM notice including e-voting instructions and the Annual Report for the Financial Year 2024-25 is being sent to all the members of the Company whose email addresses are registered with the Company/ Depository Participant(s) as on Friday, August 22, 2025. The AGM Notice may be referred for detailed instructions on registering email addresses(s), e-voting and attending the virtual AGM.

Further, a physical communication is also being sent by the Company to all those members, whose email addresses are not updated in records, which contains the exact link of the Company’s website to access the Notice and Annual Report and other relevant information.

The Company has provided the facility to vote by electronic means (remote e-voting as well as e-voting at the AGM) on all resolutions (as set out in the AGM notice) to those members, who are holding equity shares either in physical or in electronic form as on the cut-off date (Record date) i.e. Wednesday, September 17, 2025 .

The remote e-voting shall commence from 09.00 A.M. (IST) on Sunday, September 21, 2025 and will end at 5:00 P.M. (IST) on Tuesday, September 23, 2025 .

The AGM notice including e-voting instructions and other relevant information, is enclosed herewith - and the same is also available on the Company’s website at https://krblrice.com/wp content/uploads/2025/08/KRBL-32nd-AGM-Notice.pdf

This is for your kind information and record.

Thanking you,

Yours faithfully,

For KRBL Limited

Piyush Digitally signed by Piyush Asija Date: 2025.08.29 Asija 15:34:26 +05'30'

Piyush Asija Company Secretary & Compliance Officer M. No. - A21328

Encl: As above

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AGM Notice

Registered Office: 5190, Lahori Gate, Delhi - 110 006 Corporate Office: C-32, 5[th] & 6[th] Floor, Sector 62, Noida, Gautam Budh Nagar, Uttar Pradesh - 201 301

Telephone: +91-120-4060300, Fax: +91-120-4060398 E-mail: [email protected], [email protected] Website: www.krblrice.com CIN: L01111DL1993PLC052845

Notice of 32[nd] Annual General Meeting

NOTICE is hereby given that the 32[nd] (thirty-second) Annual General Meeting (“AGM” or “32[nd] AGM”) of the Members of KRBL Limited will be held on Wednesday, September 24, 2025, at 12:00 Noon (IST) through Video Conferencing/Other Audio Visual Means (VC/ OAVM), for which purpose, the Registered Office of the Company situated at 5190, Lahori Gate, Delhi-110 006, shall be deemed as the venue for the Meeting and the proceedings of the AGM shall be deemed to be made thereat, to transact the following businesses:

ORDINARY BUSINESS:

1. To consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company for the Financial Year 2024-25 including Balance Sheet as at March 31, 2025, the Statement of Profit and Loss and Cash Flow Statement for the Financial Year ended on that date together with the Reports of the Board of Directors and Auditors thereon.

2. To declare a Final Dividend of ₹3.50 per equity share of face value of ₹1/- each, on 22,88,89,892 equity shares for the Financial Year 2024-25.

3. To appoint a Director in place of Mr. Arun Kumar Gupta (DIN: 00030127), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

4. Ratification of Remuneration of Cost Auditors for the Financial Year 2025-26.

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the consent of the Members of the Company be and is hereby accorded to ratify the remuneration of ₹75,000 (Rupees Seventy Five Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses, payable to M/s. HMVN & Associates, Cost Accountants (Firm Registration No. 000290), who were re-appointed

by the Board of Directors of the Company, on recommendation of Audit Committee, as Cost Auditors, to conduct the audit of the cost records maintained by the Company for the Financial Year ending March 31, 2026.”

“RESOLVED FURTHER THAT the Board of Directors (including any committee/ sub-committee of the Board) or the Company Secretary, be and are hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the aforesaid resolution.”

5. Appointment of Mr. Desh Raj Dogra (DIN: 00226775) as an Independent Non-Executive Director of the Company.

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149(10), 150, 152 and Schedule IV of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 and applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment thereof for the time being in force), Articles of Association and on recommendation of the Nomination and Remuneration Committee and the Board of Directors, consent of the Members of the Company be and is hereby accorded for the appointment of Mr. Desh Raj Dogra (DIN: 00226775) as an Independent NonExecutive Director, not liable to retire by rotation for a term of 5 (five) consecutive years commencing from July 04, 2025 upto July 03, 2030 on the terms and conditions as approved by the Board and stated in the Explanatory Statement to the Notice.”

“RESOLVED FURTHER THAT the Board or any duly constituted Committee of the Board or the Company Secretary of the Company be and are hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the aforesaid resolution.”

01

6. Appointment of M/s. DMK Associates, Company Secretaries (Firm Registration Number: PE2006DE003100) as Secretarial Auditors of the Company.

  • To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of the Section 204 and Section 179(3) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed thereunder, Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s), re-enactment thereof for time being in force) and circulars issued thereunder from time to time, and based on the recommendation of the Audit Committee and the Board of Directors, M/s. DMK Associates, Company Secretaries, a firm of Company Secretaries in practice, (Firm Registration Number: PE2006DE003100) be and are hereby appointed as the Secretarial Auditors of the Company for a term of 5 consecutive years i.e. from financial year 2025-26 to financial year 2029-30, on such remuneration as may be mutually agreed by the Board of Directors of the Company (referred to as the Board which expression shall include any Committee thereof or person(s) authorized by the Board) and the Secretarial Auditor and as stated in Explanatory Statement to the Notice.

RESOLVED FURTHER THAT the Board or any duly constituted Committee of the Board or the Company Secretary of the Company be and are hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the aforesaid resolution.”

7. Approval for Alteration of Memorandum of Association of the Company.

To consider and if thought fit, to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Section 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the applicable rules framed thereunder (including any statutory modification(s), notification(s), circular(s) issued thereunder or re-enactment(s) thereof, for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subject to further approval(s), consent(s), permission(s) and sanction(s) as may be necessary from the concerned authorities or Statutory bodies, if any, the approval of members of the Company, be and is hereby accorded to alter by way of modification, deletion and addition as the case maybe, the existing Memorandum of Association of the Company in terms of Table A of Schedule I of the Act, as per the following details as mentioned below and adoption thereof:

  • (i) The title of the Clause III(A) be and is hereby amended from “The Main objects to be pursued by the Company on its incorporation are” to “The objects to be pursued by the Company on its incorporation are” with no changes in the existing sub-clauses numbered 1 to 8 and addition of following new sub clause no. 9 after existing sub clause no. 8:

  • 9 . To carry on the business of real estate development and maintenance including but not limited to acquisition, development, construction, marketing, leasing, licensing, sale, and transfer of land, property, building, estate of any nature for development of residential, commercial, retail hubs, industrial, hospitality, townships, group housing, plotted developments, smart cities, co-living, coworking spaces, mixed-use developments, integrated townships, shopping centers, malls, shopping arcades, theatres, auditoriums, stadiums, clubs, spas, resorts, holiday homes, sports, amusement and family entertainment centers, setting up of national and international sports and amusement parks, public or private parks, industrial premises, godowns, sheds, warehouses, furnished or unfurnished, in India or abroad, including international educational institutions, boarding schools, old age homes, cinematic purposes, health farms, spas, meditation centers or any other real estate development/ maintenance activity in India or elsewhere on any land or built-up property.

  • (ii) The title of the Clause III(B) be and is hereby amended from “Objects Incidental or Ancillary to the attainment of Main Objects are” to “Matters which are necessary for furtherance of the objects specified in Clause III (A) are:”

  • (iii) The following new sub clauses numbered 31 to 65, be and are hereby inserted under the title Clause III(B) after sub clause no. 30:

  • To act as developers, builders, colonizers, contractors, promoters, town planners, property managers, and consultants, and to engage in the development of land and properties, including undertaking design, engineering, architecture, construction, renovation, and furnishing of all types of buildings, infrastructure, and civil works.

  • To purchase, sell, lease, rent, sub-lease, mortgage, license, transfer, or otherwise deal in real estate and immovable properties, including freehold and leasehold lands, apartments, buildings, flats, offices, houses, shops, warehouses, and other properties whether in India or abroad.

02 Annual Report 2024-25

AGM Notice

  1. To act as sponsors, managers, trustees, investors, or stakeholders in Real Estate Investment Trusts (REITs), Infrastructure Investment Trusts (INVITs), Alternative Investment Funds (AIFs), or any other permitted investment vehicle under SEBI and other applicable laws, either directly or indirectly.

  2. To invest in, hold, acquire, lease, license, manage, develop, sell, or otherwise deal with real estate assets or securities related to real estate, including but not limited to Special Purpose Vehicles (SPVs), joint ventures, partnerships, or other legal entities formed for the purpose of real estate development or ownership.

  3. To undertake facility management, asset management, project management, leasing advisory, and brokerage services for real estate properties and portfolios, including acting as agents or representatives of other developers, owners, or institutions

  4. To undertake redevelopment of existing properties, slum rehabilitation projects, affordable housing, public-private partnership (PPP) projects, or infrastructurelinked real estate projects with any government, public body, or private entity.

  5. To acquire by purchase, exchange, lease, license, concession, grant or otherwise any land, building, structure, right, privilege, easement or interest in immovable property, and to develop and turn the same to account as may be deemed fit, and in particular, by preparing building sites and by constructing, reconstructing, altering, improving, decorating, furnishing, maintaining, administering, equipping, or subdividing properties.

  6. To borrow, raise or secure the payment of money for the purposes of the business of the company by issue of debentures, bonds, mortgages, charges, or any other securities or instruments secured on the undertaking of the company or any part thereof, or on its assets, including real estate.

  7. To carry on any other incidental or ancillary activity related to real estate development, ownership, investment, and management in India or overseas, and to do all such acts as may be necessary for the attainment of the above objects.

  8. To carry on the business of developing, buying, selling and otherwise dealing in land properties (leasehold or freehold) and to erect, construct, maintain, alter and extend on the land or ground of the Company buildings, houses, offices, shops, garages, residential, commercial, industrial premises, godowns, sheds, warehouses, furnished or unfurnished, in India or abroad, including international educational institutions, boarding schools, old age homes, cinematic purposes, health farms, spas, meditation centers.

  9. To lease machinery, plant, accessories, electrical installation computers, tabulators, electronic equipment, trucks, lorries, buses and other capital goods to industrial undertakings and receive rental and other payments therefor.

  10. To engage in research and provide technical know-how in all aspects of personnel, industrial and business management and administration, to collect, prepare and distribute information and statistics relating to any type of business or industry and to provide, propose and carry out such methods, procedures and measures.

  11. To act as agents in carrying on any business, concerns and undertaking and to employ experts to investigate and examine into the condition, management, prospects, value and circumstances, of any business, concerns and undertakings and of any assets, property or rights of any kind to carry on all or any of the business of mechanical, electrical and general engineers, manufacturers and merchants of, agents for and dealers in engineering specialities of every description.

  12. To carry on the business as advertising agents, travelling agents, transport agents, brokers, underwriters and estate agents.

  13. To carry on, in any mode, the business of storekeepers in all its branches and in particular to buy, sell, manufacture and deal in goods, stores, consumable articles, chattels and effects of all kinds, both wholesale or retail.

  14. To carry on the business as traders, agents, suppliers and commission agents, of products and commodities and materials in any form or shape manufactured or supplied by any company, firm, association of persons, body, whether incorporated or not, individuals, government, semigovernment, or any local authority.

03

  1. To carry on a general business of providing comparative information about the characteristics, interest or other attributes of individuals, communities, organisations, countries or other social units and of any articles or commodities or economic trends or persons to design, invent, prepare, own, make use of, sell or otherwise dispose of and to deal in and with computers, data processing machines, tapes, cards, memory equipment or any other equipment and materials of every kind and description useful in connection with this business to license or otherwise authorise others to engage in the foregoing, and to engage in research and development in areas related to or involving the foregoing.

  2. To grow, take on lease, acquire, develop, deal in plantations and forests, and to process in all other aspects timber, wood, plywood and all kinds of wood and to make products wherein wood is a constituent part and to design, develop, fabricate and products involving the substantial use of wood.

  3. To purchase, sell, develop, take in exchange, or on lease, hire or, otherwise acquire, whether for investment or sale, or working the same, any real or personal estate, including lands, mines, business buildings, factories, mills, houses, cottages, shops, depots, warehouses, machinery, plant, stock in trade, mineral rights, concessions, privileges, licences, easement or interest in or with respect to such property in consideration for gross sum or rent or partly in one way or partly in the other or for any consideration; to carry on business as proprietor of flats and buildings and to let on lease or otherwise apartments therein, and to provide for the conveniences commonly provided in flats, suites and residential and business quarters and to act as constructional engineers, architects, builders, contractors, decorators, electricians, wood workers and paviours and to acquire, develop, buy, sell, real estate multi-storeyed or other building and group housing schemes.

  4. To carry on the business of farming, horticulture, floriculture, sericulture, diaries, cultivators of all kinds of food grains, seeds fruits, proprietors of orchards and traders, exporters, dealers and sellers of the products of farming, diary, horticulture, floriculture, sericulture, and pisciculture and fishing and manufacturers of drinks alcoholic or otherwise, including beverages produced from such products or otherwise,

to carry on the business of cultivators, growers, manufacturers, millers, grinders, rollers, processors, cold storers, canners and preservers, and dealers of food grains and other agricultural, diary, horticultural and poultry products, fruits, vegetables, herbs, medicines flowers, drinks, fluids, gas and fresh, and preservables, products and to extract by-products and derivatives, whether edibles pharmaceuticals medicines or of any other kind and food preparations of every kind and description and generally to carry on the business of manufacturer of and trading in preserved, dehydrated, canned or converted agricultural products, fruits and vegetables, provisions, foods, dairy and poultry products and articles and other derivatives of all kinds and descriptions and to set up and run machinery for processing and preserving the same.

  1. To establish experimental farms and research stations anywhere in India for conducting experiments, test and research for developing better qualities of food grains and agricultural products and for developing milch strain in cattle by cross breeding or otherwise, and increasing egg laying capacity in poultry and also for finding out ways and means of improving other agricultural crops, produce, seeds, fodder crops and cattle feed of all kinds.

  2. To manufacture, process, chemically, electrically or by any other means, refine, extract, hydrolize, manipulate, mix, deodorise, grind bleach, hydrogenate, buy, sell, import, export, produce or otherwise deal in, seeds and agricultural products, food, food products, dieteict products and preparations, patent drugs and proprietary articles of all kinds, whether basic or derived and in all forms and in particular protein food of all kinds

  3. To erect, build, maintain and let out on hire or rent, cold storage rooms and provide for refrigeration and to carry on the undertake, storage, packing, removal, carrying, delivery, purchases, sales and exchange of fruits and vegetables including potatoes and all kinds of agriculture and other goods and generally to carry on the business of cold storage company in all its branches.

  4. To acquire from or sell to any person or body corporate or unincorporate whether in India or elsewhere technical and managerial information, know-how, processes, engineering, manufacturing, operating and commercial data, plans, layouts and blue prints useful for the design, erection

04 Annual Report 2024-25

AGM Notice

and operation of any plant or process of manufacture and to acquire and grant licence or other rights and benefits in the field of chemicals, fertilizers and other agricultural inputs, and to render any kind of management and consultancy service.

  1. To purchase or acquire Industry/Sick industry and to revive and rehabilitate Sick units and to acquire assets and entities under applicable insolvency laws.

  2. To carry on the business of manufacturing, processing, buying, refining, selling, importing, exporting and dealing in wholesale and retail in all kinds of oils, oil seeds, Vegetable Ghee, Oleagenous and sponaceous substance and all kinds of byproducts or ingredients thereof.

  3. To establish, install and run flour mills and oil-presses, Mills and solvent Extraction Plants; and store, sell, buy or deal in grains of all kinds, rice, cereals and other produce of every description. To erect, construct and maintain granaries and store houses.

  4. To carry on the business or businesses of manufacturers, importers, and exporters, and dealers in tanks, drums, tin containers and other articles for carrying or storing vanaspati oils, water and other materials solid or liquid.

  5. To engage in the business of manufacturing, producing, processing, refining, and dealing in ethanol, including but not limited to, the production of ethanol from rice and other grains.

  6. To cultivate tea, coffee, cocoa, cinchona, rubber and other produce and to carry on the business of planters in all its branches to carry on and do the business of cultivators, winners and buyers of every kind of vegetable mineral, or other products of the soil, prepare, manufacture and render marketable any such product, and to sell, dispose of and deal in any such produce, either in its prepared, manufactured, or raw state, and either by wholesale or retail.

  7. To carry on the business as brewers, distillers and manufacturers of and merchants and dealers in vinegar, acetic acid, glucose, wines, spirits, porter, malts, hops, grain, meal yeast, aerated water, carbonic acid gas, mustard, pickles, sauces, condiments of all kinds, cocoa, coffee, cocoa butter preserves and all or any other commodities and things which may be conveniently used or manufactured in connection with the above business.

  8. To buy, sell and deal in shares, stocks, debentures, debenture stocks, bond obligations and securities issued or guaranteed by any company constituted or carrying on business in India or elsewhere and debenture, debenture stocks, bonds, obligations and securities, issued or guaranteed by any government, sovereign ruler, commissioners, public body or authority, supreme, municipal, local or otherwise, whether at home or abroad, to acquire any such shares, stocks, debenture stocks, bonds, obligations or securities by original subscription, tender, purchase, exchange or otherwise and to subscribe for the same either conditionally or otherwise and to guarantee for subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof; to issue shares, stocks, debentures, debenture stocks, bonds, obligations and securities of all kinds and to frame, constitute and secure the same, as may seem expedient with full power to make same transferable by delivery or by instrument of transfer or otherwise, and either, perpetual or terminable and either redeemable or otherwise and to charge or secure the same by trust deed or otherwise on the undertaking of the company or upon any specific property and rights present and future of the Company (including, if thought fit, uncalled capital).

  9. To carry on business of consultants and advisers on problems relating to the management, administration and organisation of industry and business and the training of personnel for industry and business to carry on all or any of the business of industrial, and business personnel, consultants including rendering of advice and services in business strategy corporate planning, project evaluation, feasibility studies, equipment management, product development, inventory control and market research for manufacturing, transport, service and other periphera industries and to advice upon the means and methods for extending, developing and improving all types of business or industries and all systems or processes relating to production, storage, marketing, distribution and sale of goods and/or relating to the rendering of services.

  10. To carry on business as importers and exporters of goods or merchandise of any description or to act as shippers, commission agents, forwarding and clearing agents,

05

  1. To carry on the business as manufacturers, producers, processors, refiners, exporters and importers, agents, buyers, sellers and dealers in chemicals, fertilizers, insecticides, pesticides, manures, bone, products, glue, alumic products and as distillers, dye makers, gas makers, soap and perfume makers, metallurgist and mechanical engineers, to search for, get work, faize, make merchantable, sell deal in clays, iron, ironstone, brick earth bricks and other metals, minerals, substances and by-products.

  2. (iv) The existing Clause III(C) “Other Objects” containing sub clauses 1 to 61 stands deleted.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Mr. Anil Kumar Mittal, Chairperson and Managing Director, Mr. Arun Kumar Gupta, Joint Managing Director, Mr. Anoop Kumar Gupta, Joint Managing Director, and Company Secretary of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things and file all such applications, affidavits, forms

Place: Noida, Uttar Pradesh

Date: August 07, 2025

Registered Office:

5190, Lahori Gate Delhi- 110 006 CIN: L01111DL1993PLC052845

and any other documents as may be required, from time to time with the Central Government and/or Registrar of Companies or any other authority, as may be considered necessary or incidental thereto, and to settle any question(s), difficulty(ies) or matter(s) that may arise in interpretation, implementation or execution of the intent of the aforesaid resolution, as may be deemed fit and appropriate and to take all such steps as may be necessary, proper or expedient, to give effect to this resolution.

“RESOLVED FURTHER THAT approval of the members be and is hereby accorded to Mr. Anil Kumar Mittal Chairperson and Managing Director, Mr. Arun Kumar Gupta, Joint Managing Director, and Mr. Anoop Kumar Gupta, Joint Managing Director, severally, to make such alterations, modifications, editorial changes, insertions, or replacements as may be necessary in the object clauses mentioned in Clause III(A) and Clause III(B) of the Memorandum of Association, including the power to make changes in order to align with applicable laws, rules, regulations, and directions or instructions of any statutory or regulatory authority, as may be required from time to time.”

By Order of the Board For KRBL Limited

Sd/-

Piyush Asija Company Secretary and Compliance Officer M. No.: A21328

06 Annual Report 2024-25

AGM Notice

NOTES:

1. Pursuant to General Circulars Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as “MCA Circulars”) and circulars issued by SEBI vide, ‘SEBI’ Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023, SEBI/HO/ CFD/CFD-PoD-2/P/ CIR/2023/167 dated October 07, 2023, latest being Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 (hereinafter referred to as “SEBI Circular”), physical attendance of the Members to the AGM venue is not required and AGM can be held through Video Conferencing/ Other Audio Visual Means (VC/OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/ OAVM. The deemed venue for the 32[nd] AGM shall be the Registered Office of the Company. The Central Depository Services (India) Limited (“CDSL”) will be providing facility for voting through remote e-voting, for participation in the AGM through VC/OAVM facility and e-voting during the AGM. The detailed procedure for participation in the meeting through VC/OAVM is explained at Note No. 24, the same is also available on the website of the Company at www.krblrice.com under the head Investor Relations.

2. Since this AGM is being held through VC/OAVM pursuant to the MCA and SEBI Circulars, physical attendance of members has been dispensed with, accordingly, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM and hence the Proxy Form and Attendance Slip are not annexed hereto. However, the Body Corporates are entitled to appoint authorized representatives to attend the AGM through VC/ OAVM and participate thereat and cast their votes through e-voting through Board Resolution/ Power of Attorney/ Authority Letter, etc. Since, the 32[nd] AGM is being held through VC/ OAVM facility, the Route Map is not annexed in this Notice.

3. In case of joint holders attending the AGM, only such joint holder who is higher in the order of names will be entitled to vote.

4. Members seeking any information with regard to the accounts, inspection of documents or any matter to be placed at the AGM, are requested to write to the Company on or before Thursday, September 18, 2025, through email on [email protected] or [email protected].

5. In compliance with the aforementioned circulars, electronic copies of the Notice of the AGM along with the Annual Report for the Financial Year 202425 is being sent to all the shareholders whose email addresses are registered/ available with the Company/ Depository Participants as on Friday,

August 22, 2025. Further, a letter containing the weblink and the exact path for assessing the Notice of 32[nd] AGM and Annual Report for the Financial year 2024-25 is being sent to those shareholders who have not registered their email addresses.

In case any Member is desirous of obtaining physical copy of the Annual Report for the financial year 202425 and Notice of the AGM of the Company, may send a request to the Company at [email protected] or [email protected] mentioning their DP ID and Client ID/folio no.

The Notice has also been uploaded on the website of the Company at www.krblrice.com under the head Investor Relations. The Notice can also be accessed from the websites of the Stock Exchange(s) i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia. com, respectively and on the website of CDSL (agency for providing the Remote e-voting facility) i.e. www.evotingindia.com.

6. The proceedings of the forthcoming AGM to be held on Wednesday, September 24, 2025 shall also be made available on the website of the Company at www.krblrice.com under the head Investor Relations.

7. Corporate Members are encouraged to attend the AGM through their Authorized Representatives, through VC/ OAVM and cast their vote through e-voting. They are requested to send a certified copy of the Board Resolution/ Power of Attorney authorizing their representatives to attend and vote on their behalf in the meeting, through writing a mail to [email protected]/[email protected].

8. The attendance of the members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013 (“the Act”).

9. There will be no book closure.

10. The Dividend, if any declared, shall be payable to those Shareholders whose name(s) stand registered:

  • (i) as Beneficial Owner as at the end of business hours on Wednesday, September 17, 2025, (“Record Date”) as per the lists to be furnished by National Securities Depositories Limited and Central Depository Services (India) Limited in respect of the shares held in electronic form, and

  • (ii) as Member in the Register of Members of the Company/ Registrars and Share Transfer Agent after giving effect to valid share transmissions or transpositions, if any, in physical form lodged with the Company as at the end of business hours on (Record Date).

07

11. (i) SEBI vide its Circular dated June 10, 2024, in supersession of its earlier circulars in this regard, has reiterated that the security holders holding securities in physical form whose folio(s) do not have PAN, Choice of Nomination, Contact Details, Bank Account Details and Specimen Signature updated, shall be eligible:

  • a. to lodge grievances or avail any service request from the RTA only after furnishing PAN, KYC details and Nomination.

  • b. for any payment including dividend, interest or redemption payment in respect of such folios, only through electronic mode with effect from April 01, 2024.

Members may also note that SEBI vide its Master circular SEBI/HO/MIRSD/POD-1/P/ CIR/2024/37 dated May 07, 2024 mandated listed companies to issue securities in dematerialized form only while processing service requests viz. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/ splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR-4.

As per the provisions of Section 72 of the Act, the facility for making a nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nominations are requested to register the same by submitting Form No. SH-13. If a Member desires to cancel earlier nomination and record a fresh nomination, they may submit the same in Form No. SH-14. Members who are either not desiring to register Nomination or would want to opt out, are requested to fill and submit Form No. ISR-3.

Relevant details and forms prescribed by SEBI in this regard including the mode of dispatch are available on the website of the Company at https://krblrice.com/wpcontent/uploads/2024/05/Furnishing-ofPAN-KYC-and-Nomination-May-2023.pdf, for information and use by the Members. You are requested to kindly take note of the same and update your particulars timely.

  • (ii) Members holding shares in electronic form are requested to intimate all changes pertaining to their bank particulars, nominations, power of attorney, address, name, email address, contact numbers, PAN, etc., to their Depository Participant (DP). Changes intimated to the DP will then be automatically reflected in the Company’s records which will help the Company and Alankit Assignments Limited, Registrars and Share Transfer Agent (“RTA”) to provide efficient and better services.

12. Members holding shares in physical form are requested to dematerialize their holding in order to eliminate all risks associated with physical shares. Members can contact the Company or RTA for further assistance.

13. Pursuant to the amendments in the Income tax Act, 1961 (“the IT Act”), dividend income is taxable in the hands of the Shareholders from April 01, 2020 and the Company is required to deduct tax at source (“TDS”) from dividend paid to the members at prescribed rates in the IT Act. In general, to enable compliance with TDS requirements, Members are requested to complete and/or update their Residential Status, PAN, Category as per the IT Act with their Depository Participants or in case shares are held in Physical Form, with the Company by sending email to the Company’s email address at investor@ krblindia.com / [email protected].

For the detailed process, please visit website of the Company www.krblrice.com under the link Investor Relations and go through the “Communication on Tax Deduction at Source (TDS) on Dividend Distribution”

14. Pursuant to the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on Corporate Governance, the information about the Directors proposed to be appointed/ re-appointed at the Annual General Meeting is given in the Annexure A to the Notice.

15. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the Special Businesses specified in the Notice is annexed hereto.

16. In terms of the provisions of Section 124 of the Act, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (“IEPF Rules”), unclaimed dividend amounting to ₹5,16,167.40 and rounding off amount of ₹0.60 aggregating to ₹5,16,168.00 pertaining to Final Dividend for Financial Year 2016-17, which was lying in the unpaid dividend account for 7 (Seven) years from the date of its transfer to unpaid dividend account, have been transferred to the Investor Education and Protection Fund established by the Government.

Further, pursuant to the provisions of Section 124(6) of the Act read with Rule 6 of the IEPF Rules, during

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the Financial Year 2024-2025, the Company has transferred 8,666 equity shares which belongs to total 64 (Sixty Four) Shareholders whose final dividend for the Financial Year 2016-17 has not been paid or claimed for 7 (Seven) consecutive years or more as on the due date of transfer i.e. November 02, 2024, to the demat account of IEPF Authority.

Members may note that shares as well as unclaimed dividends transferred to IEPF Authority can be claimed back from IEPF Authority. Concerned Members are advised to visit the weblink https://www.iepf.gov.in/ IEPF/refund.html

Below-mentioned are the details of dividend declared by the Company and their respective due dates of transfer of unpaid or unclaimed dividend to IEPF:

Date of Declaration of Dividend Dividend for the year Due Date of transfer to IEPF
August 20, 2018 2017-18 September 26, 2025
September 13, 2019 2018-19 October 20, 2026
February 27, 2020 2019-20 (Interim) April 04, 2027
September 30, 2021 2020-21 November 06, 2028
September 26, 2022 2021-22 November 02, 2029
September 28, 2023 2022-23 November 04, 2030
September 13, 2024 2023-24 October 20, 2031

Members who have neither received dividend nor encashed their dividend warrant(s) for the Financial Year 2017-2018 to 2023-2024 are requested to write to the Company at [email protected] cs@ krblindia.com mentioning the relevant Folio number or DP ID and Client ID, for release of dividend payment.

18. The Financial Statements of the Subsidiary Companies and the related information is also been made available for inspection by the members at the Corporate Office of the Company during business hours on working days 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 [email protected] or [email protected]. The Financial Statements including the Consolidated Financial Statements, Financial Statements of Subsidiaries and all other documents are also available on the Company’s website www.krblrice.com.

19. The Board has appointed Mr. Deepak Kukreja (FCS4140), Partner, M/s. DMK Associates, to act as the Scrutinizer and Ms. Monika Kohli (FCS-5480), Partner, M/s. DMK Associates as Alternate Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner.

20. The Scrutinizer shall immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting and e-voting on the date of the AGM, in the presence of at least two witnesses not in the employment of the Company and make, not later than 2 working days of the conclusion of the Meeting, a consolidated Scrutinizer’s Report of the total votes cast in favor or against, if any, forthwith

to the Chairperson of the Company or any person authorized by him in writing and the Results shall be declared by the Chairperson or any person authorized by him thereafter.

21. The results declared along with the Scrutinizer’s Report shall be placed on the website of the Company at www.krblrice.com under the link Investor Relations and on the website of CDSL at www.evotingindia. com, immediately after the declaration of result by the Chairperson or any person authorized by him in writing. The Results shall also be forwarded to the Stock Exchanges where the shares of Company are listed.

22. The Company is providing facility for voting by electronic means for all its Members to enable them to cast their vote electronically and the business may be transacted through such e-voting.

A member may exercise his/her vote at the General Meeting by electronic means and the Company may pass any resolution by electronic voting system in accordance with the provisions of the Rule.

The facility of casting votes by a member using remote e-voting system as well as e-voting on the day of the AGM will be provided by CDSL.

The Members attending the AGM who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting.

The Members who have cast their vote by remote e-voting prior to the Meeting may also attend the AGM but shall not be entitled to cast their vote again.

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23. The remote e-voting period will commence on Sunday, September 21, 2025 at 09.00 A.M. (IST) and ends on Tuesday, September 23, 2025 at 05:00 P.M. (IST).

Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Wednesday, September 17, 2025, may opt for remote e-voting and cast their vote electronically.

A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on cut-off date only shall be entitled to avail the facility of remote e-voting or e-voting at the Meeting.

Any person, who acquires shares of the Company and becomes member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. Wednesday, September 17, 2025, may obtain the login ID and password by sending an email to [email protected].

24. CDSL INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM E-VOTING SYSTEM – FOR REMOTE E-VOTING AND E-VOTING DURING AGM

  1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide General Circulars Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, and subsequent circulars issued in this regard, the latest being 9/2024 dated September 19, 2024. The forthcoming AGM will thus be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

  2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), and MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-voting agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

  3. The Members can join the AGM in the VC/OAVM mode 15 minutes before or after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will

  4. be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

  5. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

  6. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-voting.

  7. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.krblrice.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM/EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM/ EGM) i.e. www.evotingindia.com.

  8. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

  9. In continuation to this Ministry’s General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/2022 dated 05.05.2022, General Circular No. 10/2022 dated 28.12.2022, General Circular No. 09/2023 dated 25.09.2023 and General Circular No. 09/2024 dated 19.09.2024 and after due examination, it has been decided to allow companies whose AGMs are due in the Year 2024 or 2025, to conduct their AGMs through VC or OAVM on or before September 30, 2025 in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated 05.05.2020.

THE INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

  • Step 1: Access through Depositories CDSL/NSDL e-voting system in case of individual shareholders holding shares in demat mode.

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  • Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (i) The remote voting period begins on Sunday, September 21, 2025 at 09:00 A.M. (IST) and ends on Tuesday, September 23, 2025, at 05:00 P.M. (IST). During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date (record date) of Wednesday, September 17, 2025 may cast their vote electronically.

The e-voting module shall be disabled by CDSL for voting thereafter.

  • (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the time of the meeting.

  • (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 09, 2020, under Regulation 44 of SEBI LODR Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

  • Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed

entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

  • (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 09, 2020 on e-voting facility provided by Listed Companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-voting facility.

  • Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Pursuant to above said SEBI Circular, Login method for e-voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders

Individual Shareholders holding securities in Demat mode with CDSL Depository

Login Method

  • 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user ID and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon and My Easi New (Token) Tab.

  • 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting and voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

  • 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login and My Easi New (Token) Tab and then click on registration option.

  • 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN from an e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile and Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Type of shareholders

Individual Shareholders holding securities in demat mode with NSDL Depository

Login Method

  • 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

  • 2) If the user is not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices. nsdl.com/SecureWeb/IdeasDirectReg.jsp

  • 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting and voting during the meeting.

  • 4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders You can also login using the login credentials of your demat account through your Depository (holding securities in Participant registered with NSDL/CDSL for e-voting facility. After Successful login, you will be demat mode) login able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL/ through their Depository CDSL Depository site after successful authentication, wherein you can see e-voting feature. Participants (DP) Click on company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details Individual Shareholders holding securities Members facing any technical issue in login can contact CDSL helpdesk in Demat mode with CDSL by sending a request at [email protected] or contact at toll free no. 1800 21 09911

Individual Shareholders holding securities Members facing any technical issue in login can contact NSDL helpdesk in Demat mode with NSDL by sending a request at [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000

  • Step 2: Access through CDSL e-Voting system in case of (v) Login method for e-Voting and joining virtual meetings shareholders holding shares in physical mode for Physical shareholders and shareholders other than and non-individual shareholders in demat mode. individual holding in Demat form. 1) The shareholders should log on to the e-voting website www.evotingindia.com.

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  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

  • A. For CDSL: 16 digits beneficiary ID,

  • B. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

    • 4) Next enter the Image Verification as displayed and Click on Login.

    • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • C. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat form.

PAN

Enter your 10 digit alpha-numeric[*] PAN issued by Income Tax Department (Applicable

for both demat shareholders as well as physical shareholders)

  - Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
  • Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in OR Date of Birth (DOB) your demat account or in the company records in order to login.

    • If both the details are not recorded with the depository or company, please enter the member ID / folio number in the Dividend Bank details field.
  • (vi) After entering these details appropriately, click on “SUBMIT” tab.

  • (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (ix) Click on the EVSN: 250812021 of KRBL Limited.

  • (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  • (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system.

  • (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

  • (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodians are required to log on to www.evotingindia. com and register themselves in the “Corporates” module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

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  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

  • It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab and not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM and E-VOTING DURING MEETING ARE AS UNDER:

  1. The procedure for attending meeting and e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.

  2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

  3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

  4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

  5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance during the window from 09:00 AM (IST), Monday, September 15, 2025 till 05:00 PM (IST), Thursday, September 18, 2025 . mentioning their name, demat account number/ folio number, email ID, mobile number at cs@krblindia. com or [email protected]. The shareholders who do not wish to speak during the AGM but have queries

may send their queries in advance latest by 05:00 P.M. (IST) , Thursday, September 18, 2025 , mentioning their name, demat account number/folio number, email ID, mobile number at [email protected] or cs@ krblindia.com These queries will be replied to by the Company suitably by email.

  1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the meeting. Shareholders are requested to have necessary white listing of websites and supporting software for joining AGM.

  2. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the AGM.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhar Card) by email to [email protected] or [email protected]

  2. For Individual Demat shareholders – Please update your email ID and mobile no. with your respective Depository Participant (DP) which is mandatory while e-voting and joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM and e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia. com or call toll free no. 1800 21 09911.

25. ISSUANCE OF SECURITIES IN DEMATERIALIZED FORM IN CASE OF INVESTOR SERVICE REQUESTS:

  • (i) We would further like to draw your attention to SEBI Master circular no. SEBI/HO/MIRSD/POD-1/P/ CIR/2024/37 dated May 07, 2024. Accordingly, while processing service requests in relation to; 1) Issue of duplicate securities certificate; 2) Claim from Unclaimed Suspense Account and Suspense Escrow Demat Account; 3) Replacement / Renewal / Exchange of securities certificate; 4) Endorsement; 5) Sub-division / Splitting of securities certificate; 6) Consolidation of securities certificates/ folios; 7) Transmission; 8) Transposition and 9) Transmission, the Company shall issue securities only in

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dematerialised form. For processing any of the aforesaid service requests the securities holder/ claimant shall submit duly filled up Form ISR-4/ ISR-5.

  • (ii) We hereby request to holders of physical securities to furnish the documents/details, as per the table below for respective service request, to the Registrar and Share Transfer Agents i.e., M/s. Alankit Assignments Limited:

Sr. No. Particulars

Please furnish details in

  1. PAN

  2. Address with PIN Code 3. Email address Form No.: ISR-1 4. Mobile Number 5. Bank account details (Bank name and Branch, Bank account number, IFS Code) 6. Demat Account Number 7. Specimen Signature Form No.: ISR-2 8. Nominee details Form No.: SH-13 9. Declaration to opt out nomination Form No.: ISR-3 10. Cancellation or Variation of Nomination Form No.: SH-14 11. i. Form No.: ISR-4

  3. i. Request for issue of Securities in dematerialized form in case of below:

  4. ii. Issue of duplicate securities certificate

  5. iii. Claim from Unclaimed Suspense Account & Suspense Escrow Demat Account

iv. Replacement/Renewal / Exchange of securities certificate

  • v. Endorsement

vi. Sub-division / Splitting of securities certificate

vii. Consolidation of securities certificates/folios viii. Transposition

ix. Change in the name of the holder 12. Transmission

Form No.: ISR-5

A member needs to submit Form ISR-1 for updating PAN and other KYC details to the RTA of the Company. Member(s) may submit Form SH-13 to file Nomination. However, in case a Member do not wish to file nomination ‘declaration to Opt-out’ in Form ISR-3 shall be submitted.

All the aforesaid forms can be downloaded from the - website of the Company at: https://krblrice.com/wp content/uploads/2024/05/Furnishing-of-PAN-KYCand-Nomination-May-2023.pdf

(iii) Mode of submission of form(s) and documents

  • a) Submitting Hard copy through Post/Courier etc. Members can forward the hard copies of duly filled-in and signed form(s) along with self-attested and dated copies of relevant documentary proofs as mentioned in the respective forms, to the following address:

Alankit Assignments Limited, Alankit House, 4E/2, Jhandewalan Extension, New Delhi-110055

b) Through Electronic Mode

In case members have registered their email address, they may send the scan soft copies of the form(s) along with the relevant documents, duly signed, from their registered email id to [email protected]

  • c) Submitting Hard copy at the office of the RTA The form(s) along-with copies of necessary documents can be submitted by the securities holder (s) / claimant (s) in person at RTA’s office. For this, the securities holder/claimant should carry Original Documents against which copies thereof shall be verified by the authorized person of the RTA and copy(ies) of such documents with IPV (In Person Verification) stamping with date and initials shall be retained for processing.

Mandatory Self-attestation of the documents

Please note that each page of the documents that are submitted must be self-attested by the holder.

Place: Noida, Uttar Pradesh Date: August 07, 2025

Registered Office:

5190, Lahori Gate Delhi- 110 006

CIN: L01111DL1993PLC052845

By Order of the Board For KRBL Limited

Sd/- Piyush Asija Company Secretary and Compliance Officer M. No.: A21328

15

Annexure to the Notice

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

ITEM NO. 4 TO THE NOTICE

RATIFICATION OF REMUNERATION OF COST AUDITORS FOR THE FINANCIAL YEAR 2025-26.

On the recommendation of the Audit Committee, the Board of Directors at its meeting held on August 07, 2025, has appointed M/s. HMVN & Associates, Cost Accountants, as Cost Auditors of the Company for auditing the Cost Records of the Company pertaining to power segment business for the Financial Year 2025-26, and also their remuneration/fee of ₹75,000/- (Rupees Seventy Five Thousand Only) plus taxes as applicable and out-of pocket expenses, if any, for the said purpose. The remuneration/ fee commensurate with size and complexity of business and is as per Industry Standards.

Pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the remuneration/fee payable to the Cost Auditors is required to be ratified and confirmed by the Members of the Company.

Accordingly, consent of the members is being sought for as set out at Item No. 4 of the Notice for Ratification and confirmation of remuneration of Cost Auditors for the Financial Year 2025-26.

The Board recommends the Ordinary Resolution set out in Item No. 4 of the Notice for the approval of Members of the Company.

None of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested financially or otherwise, in the Resolution set out at Item No. 4 of the Notice Calling AGM.

Necessary documents in this regard are available for inspection by the Members in electronic mode on the website of the Company at www.krblrice.com under the link Investor Relations and the same may also be obtained by writing to the Company at its email ID [email protected] or [email protected].

ITEM NO. 5 TO THE NOTICE

APPOINTMENT OF MR. DESH RAJ DOGRA (DIN: 00226775) AS AN INDEPENDENT NON- EXECUTIVE DIRECTOR OF THE COMPANY

Pursuant to the provisions of Section(s) 149, 150, 152 and 160 of the Companies Act, 2013 ( “the Act” ) and Articles of Association of the Company, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, appointed Mr. Desh Raj Dogra (DIN: 00226775) as an Additional Director of the Company under the category Independent Non-Executive Director, with effect from July 04, 2025 subject to approval of the shareholders and is eligible to be appointed as an Independent NonExecutive Director for a term upto 5 (five) consecutive years not liable to retire by rotation.

As per Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ), Mr. Desh Raj Dogra has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. Mr. Desh Raj Dogra has also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to circulars dated June 20, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies. Further, Mr. Desh Raj Dogra has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director in terms of Section 152 of the Act, subject to approval by the Members.

The Company has received a notice in writing from a member under Section 160 of the Act proposing the candidature of Mr. Desh Raj Dogra for the office of Director of the Company. The Company has received the consent and a declaration of independence from Mr. Desh Raj Dogra stating that he meets the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act including under Rule 6(3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (LODR) Regulations.

The Nomination and Remuneration Committee and the Board of Directors has recommended the appointment of Mr. Desh Raj Dogra as Independent Director for a period of five consecutive years commencing from July 04, 2025 up to July 03, 2030.

He shall be paid remuneration by way of sitting fee for attending meetings of the Board or Committees thereof or for any other purpose whatsoever as may be decided by the Board along with reimbursement of expenses for participating in the Board and Other meetings.

Mr. Desh Raj Dogra retired in 2016 as Managing Director and CEO of CARE Ratings,having over 40 years of experience in the financial sector. He is also a Certified Associate of the Indian Institute of Bankers.

Mr. Desh Raj Dogra is independent of the management and possesses appropriate skills, experience and knowledge, inter alia, in the field of leadership, Finance, governance and senior management. He has no pecuniary relationship /business ties with Company/ Group Companies/Promoters/Promoter Group and he does not hold directorships in competing businesses.

In the opinion of the Board, Mr. Desh Raj Dogra fulfills the conditions as set out in Section 149(6) and Schedule IV of the Act and SEBI (LODR) Regulations and is eligible for his appointment.

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AGM Notice

Keeping in view his expertise and vast knowledge, it will be in the interest of the Company to appoint Mr. Desh Raj Dogra as an Independent Non -Executive Director, not liable to retire by rotation.

A brief profile of Mr. Desh Raj Dogra, including nature of his expertise and qualification, is provided as an additional information required to be furnished pursuant to SEBI (LODR) Regulations, and Secretarial Standard-2 on General Meetings, forms part of the Notice calling AGM.

Except Mr. Desh Raj Dogra being an appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the Resolution set out at Item No. 5 of the Notice calling AGM.

The Board recommends the proposed Resolution set out in Item No. 5 for the approval of Members of the Company as a Special Resolution.

Necessary documents in this regard can be obtained by the members by writing an email to the Company Secretary at [email protected] or [email protected].

ITEM NO. 6 TO THE NOTICE APPOINTMENT OF M/S. DMK ASSOCIATES, COMPANY SECRETARIES (FIRM REGISTRATION NUMBER: PE2006DE003100) AS SECRETARIAL AUDITORS OF THE COMPANY.

Pursuant to Section 204 of the Companies Act, 2013 (‘the Act’) the Company has to annex to its Board’s Report a Secretarial Audit Report given by a Practicing Company Secretary in the format as may be prescribed. Rule 9 of the Companies (Appointment and Remuneration) Rules 2014 prescribes Form MR-3 for the said Secretarial Audit Report. Further, Section 179 of the Act read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 provide that the appointment of Secretarial Auditor shall be made by the Board at the Meeting of the Board.

SEBI vide its notification dated December 12, 2024 amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations). The Amended regulation read with the SEBI circular no. SEBI/HO/CFD/CFDPoD-2/CIR/P/2024/185 dated December 31, 2024 (the Circular) have inter-alia prescribed the term of appointment/re-appointment, eligibility, qualifications and disqualifications of Secretarial Auditor of a Listed Company. As per the amended Regulation 24A of the Listing Regulations, the Company and its material unlisted subsidiary company incorporated in India is required to undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer Reviewed Company Secretary and annex a Secretarial Audit Report in such form as specified by SEBI, with the annual report of the Company.

The member of the Company on the recommendation of the Board of Directors shall appoint or re-appoint (i) an Individual as Secretarial Auditor for not more than one term of five consecutive years or (ii) a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years with the approval of its shareholders in its Annual General Meeting.

The Board of Directors on the basis of the recommendation of the Audit Committee at its meeting held on May 16, 2025 considered, approved and recommended to the Shareholders of the Company for their approval, the appointment of M/s. DMK Associates Company Secretaries, a firm of Company Secretaries in practice, (Firm Registration Number: PE2006DE003100), as Secretarial Auditors of the Company at the ensuing 32[nd] Annual General Meeting for a term of 5 consecutive years, to conduct Secretarial Audit of Company for five consecutive financial years respectively ending on March 31, 2026, March 31, 2027, March 31, 2028, March 31, 2029 and March 31, 2030 (“the term”) and issue (i) the Secretarial Audit Report under Section 204 of the Act for the Term and (ii) the Secretarial Audit Reports under Regulation 24A(1)(a) of the Listing Regulations for the Term.

M/s. DMK Associates have consented to the said appointment and confirmed that their appointment, if made, would be within the limit specified by the Institute of Companies Secretaries of India. They have further confirmed that they are not disqualified to be appointed as Secretarial Auditors in term of provisions of the Companies Act, 2013, the Companies Secretaries Act, 1980 and Rules and Regulations made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Circular.

Brief profile of M/s. DMK Associates, Company Secretaries

Founded in 2005, M/s. DMK Associates, Company Secretaries is a peer reviewed firm of Company Secretaries having more than 20+ years of experience. The Firm is engaged in Secretarial Audits of reputed companies across various sectors. The Firm has expertise in the field of Secretarial Audits, Pre-IPO Due Diligence, Acquisition Due Diligence, advising on matters related to Company Law, SEBI (LODR) Regulations/ SEBI Insider Trading/SEBI Takeover Code Compliances, Due Diligence w.r.t Voluntary Delisting, Corporate Actions such as Buyback/Right Issues/ Private Placements/Preferential Issues, handling inspection & investigation of Companies under Companies Act, Compounding & Adjudication of offence & Penalties, Incorporations & is proficient in liasoning and representation with various government agencies viz. Ministry of Corporate Affairs, ROC, RD, RBI,NSE, BSE, SEBI & NCLT. More details of the firm are available at their website at the weblink: www.dmkassociates.in

Other disclosures:

Pursuant to Section 204 of the Act and the Rules framed thereunder, read with Regulation 24A of Listing Regulations the Company has received the consent, eligibility certificate and a valid Peer Review Certificate from M/s. DMK Associates.

The Board after taking into account the qualification, experience and various other factors such as independence, technical skills, audit team, audit quality reports, etc. along with the eligibility and consent certificates was of the opinion that they are qualified to be appointed as the Secretarial Auditors of the Company. Further the qualification and experience of M/s. DMK Associates commensurates with the size and requirements of the Company and have accordingly recommended their appointment as the Secretarial Auditors for the term, as set out in the proposed resolution, to the members of the Company.

17

It is further proposed that the remuneration/fee to be paid to the Secretarial Auditor for conducting Secretarial Audit may be mutually agreed upon between the Board of Directors and the Secretarial Auditors, from time to time. In addition to the remuneration/fee for the Audit,

the Secretarial Auditor shall be entitled to receive the fee for other non-audit services which are permitted along with the out of pocket expenses as may be incurred by them during the course of the Audit or providing other permissible non-audit services.

Minimum information as received from M/s DMK Associates, Company Secretaries is encapsulated in the table below;

S.No Particulars

  • 1 Number of years of experience of the individual / Firm proposed to be appointed as Secretarial Auditor

Details

  • a. In carrying out Secretarial Audit of companies or other body corporates: Over 12 years.

  • b. In providing other services (compliance, filings etc.) to companies or other body corporates: over 20 years.

  • 2 Details of orders passed against the proposed Secretarial Auditor by ICSI/SEBI/MCA/any other competent authority/Court, both in India or outside India, in past 5 (five) years

  • 3 Whether proposed Secretarial Auditor has rendered any services as prohibited under SEBI Circular dated December 31, 2024 directly or indirectly to the Company or its holding company or subsidiary or any associate? If yes, then provide details and actions, if any taken against the Firm

  • 4 Proposed fees payable to the Firm as:

No order have been passed against M/s. DMK Associates, Company Secretaries by ICSI/SEBI/ MCA/any other competent authority / Court, both in India or outside India, in past 5 (five) years No, M/s. DMK Associates, have not rendered any of the prohibited services directly or indirectly to the Company or its holding company or subsidiary or any associate.

  • a. Secretarial Audit: ₹1,90,000 per annum(Rupees One lakh and Ninety Thousand Only)[*]

  • b. Other Non Audit Services: As approved by the Board on recommendation of the Audit Committee.

  • c. Reimbursement of expenses: On actuals

Note:

*The Fee is payable for FY 2025-26, exclusive of Taxes and Out of Pocket Expense and is subject to escalation @ 10% at the end of third year or as approved by the Board.

None of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially

or otherwise, in the Resolution set out at Item No. 6 of the Notice calling AGM.

The Board recommends the proposed Resolution set out in Item No. 6 for the approval of Members of the Company as an Ordinary Resolution.

Necessary documents in this regard can be obtained by the members by writing an email to the Company Secretary at [email protected] or [email protected]

ITEM NO. 7 TO THE NOTICE APPROVAL FOR ALTERATION OF MEMORANDUM OF ASSOCIATION OF THE COMPANY.

To widen Company’s avenues for value creation, the Board of Directors in their Meeting held on August 07, 2025 has proposed to add “real-estate development and allied activities” in Clause III Object Clause (Objects and Matters which are necessary for furtherance of the objects) of the Memorandum of Association. The amendment will permit the Company and / or its subsidiaries, on its own or in collaboration with specialist partners, to acquire, develop, construct, lease, manage and monetise immovable property, thereby adding a complementary growth engine alongside our established agri-foods business and enhancing longterm shareholder returns.

As per the provisions of the Companies Act, 2013 read with Table A of Schedule I of the Act, applicable to Companies limited by shares, the Objects Clause of Memorandum of Association is to be bifurcated into only two categories viz. (i) The objects to be pursued by the Company on its incorporation are and (ii) Matters which are necessary for furtherance of the objects specified in point (i).

The existing Memorandum of Association (“MOA”) of the Company is based on the erstwhile Companies Act, 1956 which allowed for three categories i.e (i) Main objects to be pursued by the company on its incorporation (ii) Objects incidental or ancillary to the attainment of the Main Object and (iii) Other Objects.

In addition to the insertion of new Object clause, the Company proposes to realign the existing object clause

18 Annual Report 2024-25

AGM Notice

and other clauses as per Table A of Schedule I of the Companies Act, 2013.

Furthermore, editorial revisions and insertions are required in the MOA to accurately and clearly reflect the updated position as per the Act in a coherent manner.

In this regard, Members are requested to note that:

  • (a) The title of the Clause III(A) to be amended from “The Main objects to be pursued by the Company on its incorporation are” to “The objects to be pursued by the Company on its incorporation are:” with no changes in the existing sub-clauses numbered 1 to 8 and addition of new sub clause no. 9 to insert object “real-estate development and allied activities”.

  • (b) The title of the Clause III(B) to be amended from “Objects Incidental or Ancillary to the attainment of Main Objects are” to “Matters which are necessary for furtherance of the objects specified in Clause III (A) are:”

  • (c) The new sub clauses numbered 31 to 65 inserted under the title Clause III(B) after existing sub clause 1 to 30 as detailed out in the resolution set out at Item No. 7 of this Notice.

Members to take note that the Board of Directors of the Company (“the Board”) at its meeting held on August 07, 2025, have approved the alteration in the Clause III of the Memorandum of Association.

As per the provisions of Section 13 and other applicable provisions, if any, of the Act read with the Companies (Incorporation) Rules, 2014, approval of the Members of the Company by way of a Special Resolution is required for such alteration of MOA. Accordingly, approval of the Members of the Company is sought by way of Special Resolution as set out in Item No. 7 of this Notice.

A copy of the Draft MOA is available on the website - of the Company at https://krblrice.com/wp content/ u p l o a d s/2025/0 8/M OA - a m e n d e d - ve r s i o n . p d f . Alternatively, Members may also send their requests for inspection of the draft MOA at [email protected] or [email protected] from their registered e-mail addresses mentioning their names, folio numbers, DP ID and Client ID.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested either financially or otherwise in the proposed resolution at Item No. 7 of the accompanying Notice.

  • (d) The heading of existing Clause III (C) “Other objects” containing sub-clauses 1 to 61 has been deleted.

Place: Noida, Uttar Pradesh Date: August 07, 2025

Registered Office:

5190, Lahori Gate Delhi- 110 006 CIN: L01111DL1993PLC052845

By Order of the Board For KRBL Limited

Sd/-

Piyush Asija Company Secretary and Compliance Officer M. No.: A21328

19

Annexure A

ADDITIONAL INFORMATION REQUIRED TO BE FURNISHED PURSUANT TO SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD-2 ON GENERAL MEETINGS: ITEM NO. 3

Mr. Arun Kumar Gupta (DIN: 00030127) Age: 68 Years Joint Managing Director

A seasoned expert in rice and paddy supply chain management and milling technology, Mr. Arun Kumar Gupta brings over 43 years of industry experience. He possesses deep expertise in the complexities and nuances of the supply chain, capability that has enabled the optimisation of procurement processes and ensured the timely, cost-effective sourcing of high-quality paddy. Mr. Gupta’s leadership in adopting advanced milling technologies has significantly enhanced product quality, reinforcing KRBL’s commitment to excellence and industry leadership.

Nature of expertise in specific functional areas:

Mr. Arun Kumar Gupta’s expertise lies in supervising the supply chain and production capacity within the rice industry. His in-depth knowledge of paddy milling technology and supply chain management positions him as a pivotal figure in ensuring efficient operations and optimal productivity. Mr. Arun Kumar Gupta’s long-standing experience and his collaborative approach with farmers underscore his proficiency in managing the complexities of agricultural supply chains, thereby contributing to the sustained growth and success of the industry.

Disclosure of inter-se relationships between Directors and KMP:

Mr. Anil Kumar Mittal, Mr. Arun Kumar Gupta and Mr. Anoop Kumar Gupta are siblings.

Directorship and Committee Membership held in other Companies and Listed Entities:

Directorship:

  • K B Exports Pvt. Ltd.

  • KRBL Foods Ltd.

  • KRBL Foundation

  • KRBL Infrastructure Ltd.

  • Radha Raj IT City & Parks Pvt. Ltd.

  • Adwet Warehousing Pvt. Ltd.

  • Aakash Hospitality Pvt. Ltd.

  • Anurup Exports Pvt. Ltd.

  • Holistic Farms Pvt. Ltd.

  • India Gate Foods Pvt. Ltd.

  • Padmahasta Warehosuing Pvt. Ltd.

  • Radha Raj Infrastructure LLP.

Committee Membership: NIL

Shareholding in KRBL as on March 31, 2025: 100 Equity Shares

Date of First Appointment on the Board: March 30, 1993

Details of Remuneration Last Drawn: Refer to ‘Report on Corporate Governance’ for the FY 2024-25

Details of Remuneration Sought to be paid: Remuneration is decided by Board of Directors on the recommendation of Nomination and Remuneration Committee which is as per the Nomination, Remuneration and Board Diversity Policy of the Company, subject to the limits as approved by the Shareholders of the Company.

Numbers of Board Meetings attended during the year: 4 (Four)

Terms and Conditions for re-appointment: Terms and Conditions of re-appointment are as per the Nomination, Remuneration and Board Diversity Policy of the Company and other applicable HR Policies, as displayed on the Company’s website at www.krblrice.com

20 Annual Report 2024-25

AGM Notice

ITEM NO. 5

Mr. Desh Raj Dogra (DIN: 00226775) Age: 70 Years Additional Independent Non-Executive Director

Mr. Deshraj Dogra retired in 2016 as Managing Director and CEO of CARE Ratings, which is the second largest credit rating agency in India in terms of rating income. After a stint of 15 years in Dena Bank, he joined CARE in 993.

Born in September 1954, he has over 40 years of experience in the financial sector. He has been instrumental in driving CARE Ratings to the position which it had attained in the last few years of his tenure. He also took the company to the bourses where it got listed in December 2012. Several initiatives were successfully taken such as acquisition of Kalypto Risk Technologies (a risk solutions company), opening of first global office in the Republic of Maldives, setting up the first credit rating agency in Mauritius, forging ties with other global rating agencies in creation of a global rating agency - ARC Ratings (with partners from Brazil, Malaysia, Portugal and South Africa). CARE also worked with the Ministry of Finance, Govt. of India, where CARE prepared a dossier on the Indian Economy as well as white papers on both the equity and debt markets.

He has been associated as Independent Director in various corporates such as IDFC First Bank, L&T Finance, Welspun Group, IFB Industries Limited, Skipper Limited, S Chand Group, G R Infraprojects, Axiscades group, Infomerics Ratings, Capri Global Capital, Asirvad Microfinance, Microfinance Institutions Network, etc.

He holds a Bachelor’s and a Master’s degree in Agriculture from Himachal Pradesh University and MBA from Faculty of Management Studies, University of Delhi. He is also a Certified Associate of the Indian Institute of Bankers.

Mr. Desh Raj Dogra has been appointed as Chairperson of Nomination and Remuneration Committee and Member of Stakeholders’ Relationship Committee of KRBL Limited

Nature of expertise in specific functional areas:

Mr. Dogra possess over 40 years of experience in finance sector and has in depth expertise in banking and credit rating. Disclosure of inter-se relationships between Directors and KMP: NA Directorship held in other Companies and Listed Entities:

Directorship in Listed Companies:

  1. Skipper Limited

  2. IFB Industries Limited

  3. Capri Global Capital Limited

  4. G R Infraprojects Limited

  5. S Chand and Company Limited

Directorship in Unlisted Companies:

  1. M Power Micro Finance Private Limited

  2. Infomerics Valuation and Rating Limited

  3. Aham Housing Finance Limited

  4. Asirvad Micro Finance Limited

Committee Membership held in other Companies and Listed entities:

Name of
Company
Skipper Limited
Name of Committee
Corporate Social ResponsibilityCommittee
Designation
Member
Stakeholders RelationshipCommittee Chairperson
IFB Industries
Limited
Audit Committee Member
Capri Global
Capital Limited
Nomination and Remuneration Committee Member
Risk Management Committee Member
Stakeholder RelationshipCommittee Member
G R Infraprojects
Limited
Nomination and Remuneration Committee Member
Risk Management Committee Member
S Chand and
Company Limited
Audit Committee Member
Nomination and Remuneration Committee Member
Risk Management Committee Member
Corporate Social ResponsibilityCommittee Chairperson
Asirwad Micro
Finance Limited
Audit Committee Chairperson
Corporate Social ResponsibilityCommittee Member
Risk Management Committee Member

Shareholding in KRBL as on March 31, 2025: NIL

Date of First Appointment on the Board: July 04, 2025

Details of Remuneration Last Drawn: NA

Details of Remuneration Sought to be paid: He shall be entitled to Sitting fees as per the Company’s Policy

Details of Directorship positions in any other Associate/Group Companies: NIL Numbers of Board Meetings attended during the year: NA

Terms and Conditions for Appointment: Terms and Conditions of appointment are as per the Nomination, Remuneration and Board Diversity Policy of the Company as displayed on the Company’s website at www.krblrice.com and other applicable HR Policies.

21