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KRBL Ltd. Proxy Solicitation & Information Statement 2025

Dec 11, 2025

58984_rns_2025-12-11_90602d82-a32e-4584-85ba-5ada9aee1e44.pdf

Proxy Solicitation & Information Statement

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Ref: KRBL/SE/2025-26/81 December 11, 2025

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

Dear Sir/Ma’am,

Sub: Notice of Postal Ballot for Appointment of Mr. Sudhir Garg as Independent Non-Executive Director of the Company

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose the Postal Ballot Notice for seeking approval of the Members of the Company through e-voting process for appointment of Mr. Sudhir Garg (DIN: 01585908) as an Independent NonExecutive Director on the Board of the Company.

The Postal Ballot Notice along with the Explanatory Statement has been sent to those Members, whose names appear in the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited and whose email IDs are registered with the Company/RTA/Depository Participant(s) as on Friday, December 05, 2025 (“cut-off date”).

The e-voting period commences from 09:00 A.M. (IST) on Sunday, December 14, 2025 and ends at 05:00 P.M. (IST) on Monday, January 12, 2026.

Results of remote e-voting along with Scrutinizer's report shall be communicated to the Stock Exchanges within the prescribed time.

Please take the above information on record.

Thanking you,

Yours faithfully,

For KRBL Limited

Digitally signed by Piyush Asija DN: cn=Piyush Asija Piyush c=IN o=PersonalReason: I am the author of this document Asija Location: Date: 2025-12-11 16:46+05:30

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

Encl: As above

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Regd. Office: 5190, Lahori Gate, Delhi - 110 006 Corporate Office: C-32, 5[th] & 6[th] Floor, Sector 62, Noida, Gautam Budh Nagar, Uttar Pradesh – 201301 Telephone: +91-120-4060300, Fax: +91-120-4060398 E-mail: [email protected] Website: www.krblrice.com CIN: L01111DL1993PLC052845

INFORMATION AT A GLANCE

Details and Type of Resolution Special Resolution
To approve the appointment of Mr. Sudhir Garg (DIN: 01585908) as a
Non-Executive Independent Director of the Company.
Cut-off date for sending the
Notice to eligible shareholders
Friday, December 05, 2025
Cut-off date for determining
eligibility fore-voting
E-Voting start date and Time Sunday,December 14,2025,09:00 A.M.(IST)
E-Voting end date and Time Monday,January12,2026,05:00 P.M.(IST)

POSTAL BALLOT NOTICE

Dear Member(s),

Notice is hereby given to the members of KRBL Limited (the “Company”) that pursuant to the provisions of Section 108 and Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (the “Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”) as amended from time to time, and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”), inter-alia, for conducting Postal Ballot through e-voting vide General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, latest being 03/2025 dated September 22, 2025 (hereinafter collectively referred to as “MCA Circulars”) read with applicable SEBI Circulars, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) read with applicable circulars under the Act and Listing Regulations, Secretarial Standards on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and notified by MCA and subject to other applicable laws and regulations, if any for the time being in force, the Company hereby seeks your approval in respect of the special business as set out hereunder by passing resolution by Postal Ballot only through remote e-voting process (voting by electronic means) (“e-voting”).

In compliance with the MCA Circulars and Section 108 and 110 of the Act and Rules made thereunder, the Postal Ballot notice along with explanatory statement and instructions for e-voting are being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Registrar and Transfer Agent (“RTA”) or Depository Participants/ Depositories and whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories. Please note that there will be no dispatch of physical copies of the Notice or Postal Ballot Forms to the Members of the Company and no physical ballot forms will be accepted. Each Member’s voting rights shall be reckoned in proportion to his/her share of the paid-up equity share capital of the Company as on Cut-off date i.e., Friday , December 05, 2025, which will only be considered to avail the facility of Remote e-voting. If member’s e-mail address is not registered with the Company/ Depositories, then please follow the process provided in the Notes to receive this Postal Ballot Notice, login ID and password for remote e-voting.

The proposed resolution and explanatory statement pertaining to the said resolution setting out all the material facts concerning thereto as required in terms of Section 102 and Section 110 of the Act read with the applicable Rules, SS-2, the MCA Circulars, Listing Regulations are appended below for seeking consent of the Members of the Company through e-voting.

The Board at its meeting held on December 04, 2025, in compliance with Rule 22(5) of the Rules, appointed Mr. Deepak Kukreja (FCS- 4140), failing him, Ms. Monika Kohli (FCS-5480), Partners, DMK Associates, Practicing Company Secretaries, as Scrutinizers, to scrutinize the Postal Ballot process in a fair and transparent manner.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules and the MCA Circulars, the Company is pleased to provide Electronic Voting (“e-voting”) facility, to all its members, to enable them to cast their votes electronically.

The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) to provide e-voting facilities to members of the Company.

In accordance with Section 101 of the Act read with Rule 18 of the Rules and the MCA Circulars, the Company is sending the Postal Ballot notice to the members of the Company, whose names appear in the Register of Members/the list of Beneficial Owners, as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on Friday, December 05, 2025, (“cut-off date”) and whose email addresses are registered with the Company, Alankit Assignment Limited, (Registrar and Transfer Agent (“RTA”)) or with Depository Participants . Only members who hold shares of the Company, as on the cut-off date shall be eligible to exercise their right to vote on the resolution included in the notice of the Postal Ballot by electronic means i.e. through e-voting services provided by CDSL. The e-voting facility is available at the www.evotingindia.com. Any person who is not a member on the cut-off date should treat this Postal Ballot Notice for information purposes only. Please refer to the instructions for e-voting given below for the process and manner in which e-voting is to be carried out.

The e-voting period shall commence on Sunday, December 14, 2025, at 09:00 A.M. (IST) and end on Monday, January 12, 2026, at 05:00 P.M. (IST). Members are requested to carefully read the instructions given in this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) through the e-voting process not later than Monday, January 12, 2026, at 05:00 P.M. (IST). E-voting will be blocked by Scrutinizers immediately thereafter and voting will not be allowed beyond the said date and time.

Upon the completion of scrutiny of the votes, the Scrutinizer will submit the report to the Chairperson or in his absence to any other Director or the Company Secretary of the Company (“authorized person”), duly authorized by the Chairperson within prescribed time. The result of the resolution proposed to be passed through Postal Ballot/ E-Voting shall be announced within two working days i.e. January 14, 2025, from the closure of e-voting.

The results of the Postal Ballot will be intimated to the National Stock Exchange of India Limited (NSE) and BSE Limited. (BSE), where the securities of the Company are listed. The said results along with the Scrutinizer’s Report will also be displayed on the website of the Company @ www.krblrice.com as well as on CDSL’s website at www.cdslindia.com . The resolution, if passed by requisite majority, shall deemed to have been passed on the last date of e-voting i.e., Monday, January 12, 2026, at 05:00 P.M. (IST). The results shall also be displayed on the Notice Board of the Company at its registered office as well as its corporate office.

You are requested to peruse the following proposed resolution along with the Explanatory Statement contained herein and thereafter accord your assent or dissent by means of remote e-voting facility only.

SPECIAL BUSINESS:

1. TO APPROVE THE APPOINTMENT OF SUDHIR GARG (DIN: 01585908) AS A NONEXECUTIVE INDEPENDENT DIRECTOR 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 Sections 149, 150 and 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule IV of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 (“Rules”) and Regulation 16(1)(b), 17 & 25 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Articles of Association of the Company, Nomination Remuneration and Board Diversity Policy of the Company, and on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the members be and is hereby accorded for the appointment of Mr. Sudhir Garg (DIN:01585908), who was appointed pursuant to Section 161 of the Act as an Additional Director in the category of Non-Executive Independent Director on the Board of the Company w.e.f. December 04, 2025, and who has submitted a declaration that he meets the criteria of Independence as provided under Section 149(6) of the Act, Regulation 16(1)(b) of the Listing Regulations and other applicable provisions of the Listing Regulations and the Act, and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing his candidature for the office of Director of the Company, as a Non-Executive Independent Director , not liable to retire by rotation and to hold office for a period of 5 (five) consecutive years from the date of appointment i.e., December 04, 2025, upto December 03, 2030, on such terms and conditions as set out in the Explanatory Statement annexed to this notice.

RESOLVED FURTHER THAT the Members of the Board be and are hereby authorized severally to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution.”

Place: Noida, Uttar Pradesh Date: December 11, 2025

By order of the Board of KRBL Limited Sd/Piyush Asija Company Secretary and Compliance Officer M. No. A21328

Registered Office: 5190, Lahori Gate Delhi- 110 006 CIN: L01111DL1993PLC052845

Notes:

  1. The Explanatory Statement pursuant to section 102(1) and Section 110 of the Act, read with Rule 22 of the Companies (Management and Administration) Rules, 2014 setting out the material facts concerning to Resolution are annexed hereto. Further, the relevant details, pursuant to Regulation 17(11) and 36(3) of the Listing Regulations and SS-2 respectively, in respect of Directors seeking appointment is also annexed as Annexure-1 hereto and forms part of the Notice.

  2. In compliance with the MCA Circulars, the Company is sending this Postal Ballot Notice to the members in electronic form only. Accordingly, the communication of the assent or dissent of the Members would take place through e-voting only. Since the matters as proposed in the Postal Ballot Notice shall be passed by the Members of the Company through remote e-voting only, therefore, the vote in this Postal Ballot cannot be exercised through proxy.

  3. The Postal Ballot Notice is being sent via email only to the members of the Company, whose names appear in the Register of Members/the list of Beneficial Owners, as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on Friday, December 05, 2025, (“cut-off date”). Any person who is not a member as on the cut-off date should treat this Postal Ballot Notice for information purposes only.

  4. Members who have not registered their e-mail address so far are requested to register their e-mail with their concerned DPs, in respect of electronic holding and with RTA, in respect of physical holding, by submitting the Form ISR-1 duly filled and signed by the holders. Further, those Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated/ updated with their DPs / RTA to enable servicing of all the notices and other communications electronically to their e-mail address in the future.

  5. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Member as on the cut-off date i.e. Friday, December 05, 2025, (“cut-off date”).

  6. Once the vote on the resolution is cast by the Members, the Members shall not be allowed to change it subsequently.

  7. The members shall exercise their right to vote on the resolution included in the notice of the Postal Ballot by electronic means i.e. through e-voting services provided by CDSL. The e-voting period shall commence on Sunday, December 14, 2025, 09:00 A.M. (IST) and end on Monday, January 12, 2026, 05:00 P.M. (IST).

  8. Non-individual Members (i.e., Institutional/Corporate Members) intending to vote through their authorized representatives are requested to send a scanned copy (in JPEG/PDF format) of a duly certified Board Resolution authorizing their representative(s) to vote on their behalf, pursuant to Section 113 of the Act, to the Company and the Scrutinizer at [email protected] with a copy marked to [email protected].

  9. The Results of the Postal Ballot will be announced on or before Wednesday, January 14, 2026, by the Chairperson or any other Director or the Company Secretary of the Company (“authorized person”), duly authorised by the Chairperson which shall be displayed on the Notice Board of the Company at its registered office as well as its corporate office. The result will also be placed at the website of the company @ www.krblrice.com and websites of stock exchanges i.e. BSE Ltd. and National Stock Exchange of India Ltd. on which the shares of the Company are listed. The same will also be available on CDSL’s website @ www.evotingindia.com.

  10. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the SEBI Listing Regulations, the details pertaining to this Postal Ballot will be published in the Newspapers.

  11. The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified for remote e-voting, i.e. Monday, January 12, 2026, and as if it has been passed at a general meeting of the Members.

  12. Process for Registration of e-mail Id with the Company or Depositories:

Members who have not registered their e-mail address with the Company/Depositories are requested to register their e-mail address in the following manner:

For shares held in Members may submit their requests in electronic mode through the Physical form website of the Registrar and Share Transfer Agent of the Company (RTA) i.e. Alankit Assignment Limited using the weblink: https://rtaekyc.alankit.co.in/ For shares held in Members may contact the concerned Depository Participant. Dematerialized form

  1. This Postal Ballot notice is uploaded on the website of the Company i.e. www.krblrice.com and also on the website of Stock Exchanges. 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 at www.cdslindia.com. Members who do not receive the Postal Ballot Notice may download it from the abovementioned websites.

  2. Documents referred to in this Notice and Explanatory Statement will be available for inspection by the Shareholders on all working days except National or declared holidays from the date of dispatch of Notice up to the last date of e-voting i.e., Monday, January 12, 2026. Members seeking to inspect such documents can send an email at [email protected] mentioning their name, Folio no. / Client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email.

15. INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING:

E-voting procedure is mentioned herein below:

METHOD - “A”:

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

METHOD- “B”:

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

The voting period begins on < December 14, 2025, at 09:00 A.M. (IST) > and ends on < January 12, 2026, 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 cut-off date (record date) of < December 05, 2025 > may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 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.

In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 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.

METHOD “A”:

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 for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type
of
shareholders
Login Method
Individual
Shareholders
holding
securities in
Demat mode
with
CDSL
Depository
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 websitewww.cdslindia.comand click
on login icon & 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 evoting is in progress as per the
information provided by company. On clicking the evoting 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. 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 websitewww.cdslindia.com and click on login & 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 No. from a e-Voting link available on
www.cdslindia.com home page. The system will authenticate the user by
sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-
Voting option where the evoting is in progress and also able to directly
access the system of all e-Voting Service Providers.
Individual
Shareholders
holding
securities in
demat mode
with
NSDL
Depository
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.
2) If the user is not registered for IDeAS e-Services, option to register is
available athttps://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.
4) For
OTP
based
login
you
can
click
onhttps://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.
Individual
Shareholders
(holding
securities in
demat mode)
login through
their
Depository
Participants
(DP)

You can also login using the login credentials of your demat account through your
Depository Participant registered with NSDL/CDSL for e-Voting facility. After
Successful login, you will be able to see e-Voting option. Once you click on e-Voting
option, you will be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting feature. 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.

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

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

METHOD “B”:

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

Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

  • i. The shareholders should log on to the e-voting website www.evotingindia.com.

  • ii. Click on “ Shareholders ” module.

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 ,

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

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

  • iv. 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.

  • v. If you are a first-time user follow the steps given below:

v.
If you are a first-time user follow the steps given below:
v.
If you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders holding shares in Demat.
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 contactCompany/RTA.
Dividend
Bank
Details
ORDate of
Birth
(DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded
in 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 No: 251208006 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 & 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.

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].

  • 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 at [email protected] with a copy marked to the Company at the email address viz; [email protected] , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

16. General Guidelines for Members:

  • i. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • ii. If you have any queries or issues regarding 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

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 AND SECTION 110 OF COMPANIES ACT, 2013 (“ACT”)

ITEM NO. 1

As per the provisions contained under Section 161 of the Companies Act, 2013 (“Act”), the “Additional Director” shall hold office upto the date of the next Annual General Meeting or the last date on which the Annual General Meeting should have been held, whichever is earlier. However, pursuant to Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), every listed entity shall ensure that approval of shareholders for appointment or re-appointment of a person on the Board of Directors is taken at next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Pursuant to the provisions of Section(s) 149, 150, 152 and 160 of the Act, Articles of Association of the Company, the Board of Directors, its meeting held on Thursday, December 04, 2025, on the recommendation of Nomination and Remuneration Committee and in line with Nomination Remuneration and Board Diversity Policy of the Company, appointed Mr. Sudhir Garg (DIN:01585908) as an Additional Director of the Company under the category Non-Executive Independent Director, with effect from December 04, 2025, subject to approval of the shareholders for a term of 5 (five) consecutive years and not liable to retire by rotation.

Mr. Sudhir Garg (DIN: 01585908) has been appointed as a member of the Audit Committee and Chairperson of the Stakeholder’s Relationship Committee effective December 04, 2025.

He holds a Master’s degrees in Mechanical Engineering as well as an MBA in Finance.

The Company has received all the statutory declarations/disclosures from Mr. Sudhir Garg including the following:

  1. Consent to act as a Director of the Company in Form DIR-2 pursuant to Section 152 of the Act read with the Companies (Appointment and Qualifications of Directors) Rules, 2014.

  2. Confirmation that he meets the criteria of independence as provided under Section 149 read with Schedule IV on the Code for Independent Directors of the Act and Regulation 16(1)(b) of the Listing Regulations.

  3. Confirmation that he is not disqualified from being appointed as a Director in Form DIR-8 pursuant to Section 164 of the Act read with the Companies (Appointment and Qualifications of Directors) Rules, 2014.

  4. Confirmation that he is registered with the Independent Director’s databank in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and

  5. Declaration that he has not been debarred from holding the office of Director by virtue of any order passed by the Securities and Exchange Board of India 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.

  6. Confirmation 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 as per Regulation 25(8) of the Listing Regulations.

The Company has also received a notice in writing from a member under Section 160 of the Act proposing the candidature of Mr. Sudhir Garg for the office of Director of the Company.

For appointment of Mr. Sudhir Garg on the Board, the Nomination and Remuneration Committee took into consideration his rich and varied experience and expertise in strategic advisory, policy advisory and governance. Further, the Nomination and Remuneration Committee also noted that skills, expertise and competencies possessed by Mr. Garg were in alignment with the skills and expertise, identified by the Committee and the Board, for the Directors of the Company.

He shall be paid remuneration by way of sitting fee for attending meetings of the Board and Committees thereof or be decided by the Board along with reimbursement of expenses for participating in the Board and other meetings and other form of compensation as may be approved by the Board from time to time based on the recommendation of the Nomination and Remuneration Committee within the overall limits of the remuneration to Non–Executive Directors as per provisions of the Act and as approved by the shareholders and in line with the Nomination, Remuneration and Board Diversity Policy of the Company.

The Board confirms that Mr. Sudhir Garg is independent of the management and possesses appropriate skills, experience and knowledge, inter alia, in the field of finance, governance and strategic 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. Sudhir Garg fulfils the conditions as set out in Section 149(6) and Schedule IV of the Act and Listing Regulations and is eligible for his appointment.

A brief profile of Mr. Sudhir Garg including nature of his expertise and qualification, is provided as an additional information required to be furnished pursuant to Regulation 36(3) of the Listing Regulations, and Secretarial Standard-2 on General Meetings, forms part of this Notice as Annexure 1.

All material documents relating to this item of business including the draft letter of appointment shall be available for inspection in the manner set out in Note 14 to this Notice.

Mr. Sudhir Garg being an appointee is interested in the proposed resolution. Further, his relatives are also deemed to be interested in the resolution, to the extent of their shareholding in the Company. Save and except the above, none of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested, financially or otherwise, in the proposed resolution.

The Board firmly believes that Mr. Garg’s vast knowledge, combined with deep expertise in financial strategy and rich experience in administration will be immensely beneficial to the Company. The Board of Directors based on the recommendation of the Nomination and Remuneration Committee considered the appointment of Mr. Sudhir Garg as a Non-Executive Independent Director, not liable to retire by rotation in the interest of the Company and recommends the Special Resolution for approval of Shareholders.

Annexure-1

The details of Director seeking Appointment in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including Secretarial Standard-2 on General Meetings (“SS-2”), are annexed and forms part of this notice and is as follows:

Mr. Sudhir Garg (DIN: 01585908) DOB: February 11, 1964 Age: 61 Years Additional Director (Non-Executive Independent)

Mr. Sudhir Garg is a retired civil servant from the Indian Administrative Services, Uttar Pradesh Cadre (1990 batch), with over three decades of wide-ranging administrative experience. He has held several key leadership positions in both the Government of Uttar Pradesh and the Government of India and PSUs.

Over the course of his distinguished career, Mr. Garg has served as Additional Chief Secretary, Principal Secretary and Secretary to the Government and Commissioner, contributing significantly to critical areas such as Revenue, Finance, Agriculture & Horticulture, Public Works, Food & Civil Supplies, Industries, Energy and Public Administration.

He has held leadership positions in major Public Sector Undertakings bringing a strong emphasis on governance reforms, infrastructure development, improved service delivery and sectoral modernisation.

Widely recognised for his technical acumen and strategic leadership, he superannuated after an extensive and impactful career devoted to public service in the year 2024.

Nature of expertise in specific functional areas: Mr. Sudhir Garg possesses over 30 years of experience in strategic administrative and financial management for PSUs, Public Works, Food & Civil Supplies, Industries and other critical sectors. Qualification: He holds a Master’s degrees in Mechanical Engineering as well as an MBA in Finance.

Disclosure of inter-se relationships between Directors and KMP : NA Directorship in Listed Companies : Nil

Directorship held in other Companies:

  1. Debraj Dealers Private Limited 2. Axion Power Technologies Private Limited Details of Directorship positions in any other Associate/Group Companies: Nil

Resignation during past three (3) years from any Listed Company: NA

Membership/ Chairpersonship of Committees of other Boards: Nil

Date of First Appointment on the Board: December 04, 2025.

Shareholding in KRBL as on date of First Appointment: Nil Details of Last Remuneration Drawn: Nil/ NA

Terms and Conditions for Appointment: Appointment as a Non-Executive Independent Director for period of five (5) consecutive years effective from December 04, 2025. Other 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.

Details of Remuneration sought to be paid:

He shall be paid remuneration by way of sitting
fee for attending meetings of the Board and
Committees thereof or be decided by the Board
along with reimbursement of expenses for
participating in the Board and other meetings and
other form of compensation as may be approved
by the Board from time to time based on the
recommendation
of
the
Nomination
and
Remuneration Committee within the overall
limits of the remuneration to Non – Executive
Directors as per provisions of the Act and as
approved by the shareholders and in line with the
Nomination Remuneration and Board Diversity
Policy of the Company.
Numbers of Board Meetings attended during
the year: NA