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KRISHIVAL FOODS LIMITED Proxy Solicitation & Information Statement 2026

Mar 13, 2026

58973_rns_2026-03-13_1e918af4-fcbc-425f-b2f6-1c3f7fc785e2.pdf

Proxy Solicitation & Information Statement

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KRISHIVAL FOODS LIMITED

CIN No. L74120MH2014PLC254748 Registered Office: 1309, Lodha Supremus, Saki Vihar road, opp. MTNL Office, Powai, Mumbai-400072. Tel no.: +918779558264, Website: www.krishival.com, Email: [email protected]

March 13, 2026

March 13, 2026
To,
National Stock Exchange of India Limited
Exchange Plaza, Bandra Kurla Complex Bandra (E),
Mumbai-400051
NSE Symbol:KRISHIVAL
BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai -
400 001
BSE Scrip Code:544416

Sub: Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Notice of Postal Ballot

Dear Sir/Ma’am,

In furtherance to our intimation dated March 12, 2026 and pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), we are enclosing herewith the Postal Ballot Notice for seeking approval of Members of the Company.

Appointment of M/s. MNB & Co. LLP, Practicing Company Secretaries as Scrutinizer to scrutinize the e-voting process.

The Notice is being sent to all the 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 as on Friday, March 13, 2026.

The voting period will commence on Sunday, March 15, 2026 at 10:00 A.M. and will end on Monday, April 13, 2026 at 05:00 P.M. The shareholders of the Company, who are holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, March 06, 2026 may cast their vote electronically.

The Notice is also being made available on the website of the Company at www.krishival.com.

You are requested to take above information on record.

Thanking You,

For Krishival Foods Limited

RAHUL Digitally signed by RAHUL SURESH SURESH GAWANDE GAWANDE Date: 2026.03.13 18:15:29 +05'30' Rahul Gawande

Company Secretary and Compliance officer

KRISHIVAL FOODS LIMITED CIN No. L74120MH2014PLC254748

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Registered Office: 1309, Lodha Supremus, Saki Vihar Road, opp. MTNL Office, Powai, Mumbai-400072. Tel no.: +918779558264, Website: www.krishival.com, Email: [email protected]

POSTAL BALLOT NOTICE

Pursuant to Sections 108 and 110 of the Companies Act, 2013, as amended, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and MCA Circulars (as defined below).

Dear Member(s),

NOTICE is hereby given that pursuant to the provisions of Section 110 and other applicable provisions of the Companies Act, 2013, as amended (the “ Act ”), read with the Companies (Management and Administration) Rules, 2014, as amended, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ SEBI LODR ”), Secretarial Standard on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India, including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force, guidelines prescribed by the Ministry of Corporate Affairs (the “ MCA ”), Government of India, for holding general meetings / conducting postal ballot process through electronic voting (remote e-voting) vide General Circular Nos. 3/2025 dated 22.09.2025, 09/2024 dated September 19, 2024, 14/2020 dated 08.08.2020, Circular No.17/2020 dated 13.04.2020, Circular No. 20/2020 dated 05.05.2020, Circular No. 02/2021 dated 13.01.2021, Circular No. 2/2022 dated 05.05.2022, Circular No. 3/2022 dated 05.05.2022, Circular No. 10/2022 and Circular No. 11/2022 dated 28.12.2022, Circular No. 09/2023 dated 25.09.2023, Circular No. 09/2024 dated 19.09.2024, Circular No. 03/2025 dated 22.09.2025 and Pursuant to the Circular issued by Securities & Exchange Board of India ('SEBI Circular’), Circular No. SEBI/HO/CFD/CMD/1/CIR/P/2020/79 dated 12.05.2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13.05.2022, Circular No. SEBI/HO/CFD/ PoD- 2/CIR/2023/4 dated 05.01.2023 and Circular No.

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SEBI/HO/CFD/CFD-PoD- 2/P/CIR/2023/167 dated 07.10.2023 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 03.10.2024 and any other applicable laws and regulations, the following items of ordinary/ special business are proposed to be passed by the Members of KRISHIVAL FOODS LIMITED (the “ Company ”) through Postal Ballot (“ Postal Ballot ”) only by way of remote e-voting process. An Explanatory Statement pertaining to the said resolution setting out the material facts and reasons thereof form part of this Postal Ballot notice (the “Postal Ballot Notice”).

In compliance with Regulation 44 of the SEBI LODR and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. In compliance with the MCA Circulars, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email addresses are registered with the Company / depository participant(s).

The Board of Directors of the Company, at its meeting held on March 12, 2026, has appointed M/s. MNB & Co. LLP., Practicing Company Secretaries (Membership No. F8242 and Certificate of Practice No. 9307), as the Scrutinizer for conducting the postal ballot only through the e-voting process in a fair and transparent manner.

The Scrutinizer will submit his report to the Managing Director of the Company after completion of scrutiny of the e-voting. The results shall be declared on or before Tuesday, April 14, 2026 and communicated to BSE Limited (“ BSE ”) National Stock Exchange of India Limited (“ NSE ”), Central Depository Services Limited (“ CDSL ”) at www.evotingindia.com and will also be displayed on the Company's website www.krishival.com .

SPECIAL BUSINESS:

Item No. [1]

APPROVAL OF RELATED PARTY TRANSACTIONS

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

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“RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (‘Act’) and other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, to the extent applicable, Regulations 2(1)(zc), 23(4) and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, Section 2(76) and other applicable provisions of the Companies Act, 2013 (‘Act’) read with the Rules framed thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and other applicable laws / statutory provisions, if any, the Company’s Policy on Related Party Transactions as well as subject to such approval(s), consent(s) and/or permission(s), as may be required and based on the recommendation of the Audit Committee, consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall be deemed to include the Audit Committee or any other Committee / constituted / empowered/ to be constituted by the Board from time to time to exercise its powers conferred by this Resolution) for the Material Related Party Transaction(s) / Contract(s) / Arrangement(s) / Agreement(s) entered into / proposed to be entered into (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise), as mentioned in detail in the Explanatory Statement annexed herewith for an aggregate value not exceeding Rs. 62,50,00,000/- (Rupees Sixty-Two Crores Fifty Lakhs Only) (The list of related party transactions is annexed to this notice as an Annexure-I ) provided that such transaction(s)/ contract(s) / arrangement(s) / agreement(s) is/are carried out at an arm’s length pricing basis and in the ordinary course of business.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things, as may be necessary, including but not limited to, finalizing the terms and conditions,methods and modes in respect of executing necessary documents, including contract(s) / arrangement(s) / agreement(s) and other ancillary documents; seeking necessary approvals from the authorities; settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred; and delegate all or any of the powers herein conferred to any Director, Chief Financial Officer, Company Secretary or any other Officer / Authorised Representative of the Company, without being required to seek further consent from the Members and that the Members shall be deemed to

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have accorded their consent thereto expressly by the authority of this Resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this Resolution, be and are hereby approved, ratified and confirmed in all respects.”

Item No. [2]

APPROVAL FOR ADDITIONAL LOAN AND CONVERSION OF PREVIOUS AND NEW LOAN INTO EQUITY SHARES GRANTED TO MELT ‘N’ MELLOW FOODS PRIVATE LIMITED, SUBSIDIARY 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 185, 186, 188 and other applicable provisions, if any, of the Companies Act, 2013, the rules made thereunder, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) and subject to such approvals, consents, permissions and sanctions as may be required from regulatory authorities, the approval of the members of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as the “Board”, which term shall include any Committee thereof) to:

  • Grant a new loan of up to ₹20 Crore (Rupees Twenty Crore only) to Melt ‘N’ Mellow Foods Private Limited, a Subsidiary Company, for its business activities, working capital requirements which may be wholly or partly converted into equity shares in one or more tranches, at a future date, as may be determined on such terms and conditions as the Board may determine in accordance with applicable laws; and

  • Convert the previously granted loan of ₹25 Crore (Rupees Twenty-Five Crore only) to the subsidiary company, which was earlier approved by the members, either wholly or partly, into equity shares in one or more tranches, at a future date, as may be determined, by subscribing to such shares on such terms and conditions including price, number of shares, timing of allotment and other matters as may be determined by the Board in accordance with applicable laws.

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RESOLVED FURTHER THAT such conversion of the new and previous loan(s) into equity shares shall be undertaken in accordance with the provisions of the Companies Act, 2013 and applicable provisions of SEBI Regulations relating to preferential allotment and private placement of securities and relating to disclosure of material related party transactions.

RESOLVED FURTHER THAT the proposed transactions shall be treated as Related Party Transactions under Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI LODR Regulations, 2015, as the promoter/director(s) of the Company may be deemed to be interested in the subsidiary company, and such transactions shall be on an arm’s length basis and in the ordinary course of business wherever applicable.

RESOLVED FURTHER THAT the Board be and is hereby authorised to determine the conversion ratio, number of equity shares to be allotted, conversion price, timing of allotment, and all other terms of the issue, in compliance with applicable laws, rules and regulations .

RESOLVED FURTHER THAT the Board be and is hereby authorised to execute all agreements, deeds, documents, filings and do all acts, matters and things as may be necessary or expedient to give effect to this resolution, including delegation of powers to any Committee of Directors or Officer(s) of the Company.”

By order of the Board of Directors

For KRISHIVAL FOODS LIMITED

Sd/Aparna Morale Bangar Managing Director DIN: 05332039

Date: March 12, 2026 Place: Mumbai

Registered Office:

1309, Lodha Supremus, Saki Vihar Road, opp. MTNL Office, Powai, Mumbai-400072, Maharashtra, India. Website: www.krishival.com.

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NOTES:

  1. An explanatory statement pursuant to Sections 102 and 110 of the Companies Act, 2013 (the “Act”), setting out all material facts relating to the resolutions in this Notice are appended herein below for information and consideration of Members and the same should be considered as part of this Notice.

  2. All the material relevant documents referred to in this Notice will be available for inspection by the Members until 5:00 p.m. (IST) on the last date of remote e-voting of this Postal Ballot i.e. Monday, April 13, 2026. Members who wish to inspect the documents are requested to send an email to [email protected], in 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.

  3. The Board of Directors have appointed M/s. MNB and Co. LLP, Practising Company Secretaries, as the Scrutinizer, for conducting the Postal Ballot process in a fair and transparent manner. The result of postal ballot shall be declared on or before Tuesday, April 14, 2026.

  4. In accordance with the MCA circulars and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI Listing Regulations”), the Company is sending the Postal Ballot Notice sent only through electronic mode and voting shall be conducted through remote e- voting facility. Further, as per recent circular, the Company also sending physical copy to the shareholders whose e-mail ID are not registered with the Company.

  5. Members holding shares in dematerialised form are requested to register/update their KYC details including email address with their respective Depository Participants. Members holding shares in physical form are requested to register/update their KYC details including email address by submitting duly filled and signed Form ISR-1 along with such other documents as prescribed in the Form to Purva Sharegistry India Private Limited. Form ISR-1 is available on the website of Purva Sharegistry India Private Limited at https://www.purvashare.com/faq.

  6. The Postal Ballot Notice is being sent by e-mail to all Members, whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories, National Securities Depository Limited (the “NSDL”) and Central Depository Services (India) Limited (the “CDSL”) as on Friday, March 06, 2026 (the “Cut-Off Date”) and who have registered their e-mail addresses, in respect of electronic holdings, with the Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share Transfer Agent of the company i.e., Purva Sharegistry India Private Limited, in accordance with the provisions of the Act read with the Rules made thereunder and the framework provided under the MCA circulars. CutOff Date for determining the eligibility for voting by electronic means is Friday, March 06, 2026. A person who is not a member as on the Cut-Off Date should treat this Notice for information only. This Notice is also available at the Company’s website: www.krishival.com and the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com NSE Limited at www.nseindia.com and on the website of CDSL at www.evotingindia.com.

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  1. In compliance with the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations as amended from time to time, read with SEBI circular dated December 9, 2020 on remote e-voting facility provided by listed entities, and the applicable MCA circulars, the company is pleased to offer remote e-voting facility to Members to cast their vote electronically.

  2. The voting period begins on Sunday, March 15, 2026 at 10:00 A.M. and ends on Monday, April 13, 2026 at 5:00 P.M. during this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, March 06, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

  3. Resolutions passed through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the members.

  4. 10.The resolutions, if passed by the requisite majority, shall be deemed to have been passed on Monday, April 13, 2026, i.e., the last date specified for receipt of votes through the e-voting process.

  5. 11.The Company has engaged CDSL (hereinafter referred to as CDSL or “Service Provider”) for facilitating remote e-voting to enable the Members to cast their votes electronically instead of dispatching Postal Ballot Form for this Postal Ballot.

  6. 12.Since there is no physical General Meeting, the Route Map is not annexed with this Notice.

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EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Item No. [1]

Pursuant to Section 188 of the Companies Act, 2013 (“the Act”), read with Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014, The related party transaction has been approved by the audit committee and Board of Directors at their meeting held on March 12, 2026.

The Board and Audit Committee in its meeting held on Thursday, March 12, 2026 has recommended maximum limit of Rs. 62,50,00,000/- (Rupees SixtyTwo Crores Fifty Lakhs Only) (The list of related party transactions is annexed to this notice as an Annexure-I ) for Related Party Transactions for financial year 2025-26 based on the transactions entered during the previous financial year 2024-25.

The related party transaction(s)/contract(s)/arrangement(s) mentioned in this proposal has been evaluated by the independent director and the proposed terms of the contract/agreement are in the ordinary course of business and meet the arm’s length testing criteria.

The Related Party Transactions will be entered based on the market price of the relevant material and service. Where market price is not available, alternative method including reimbursement of actual cost incurred or cost-plus mark-up as applicable at the sole discretion of the independent directors.

Except Ms. Aparna Sujit Bangar, Promoter, Managing Director and KMP and Mr. Nana Prakash Mhaske, Promoter, CEO and Whole- Time Director of the Company, none of the Directors, Key Managerial Personnel of the Company or their relatives, except to the extent of their interest in the subsidiary company, are concerned or interested in this resolution. Related party shall not be eligible to vote in the said resolution.

The Board recommends the passing of the resolution set out at the Item No. 1 for approval of the members of the company by way of a special resolution.

Information required under Regulation 23 of SEBI Listing Regulations read with SEBI Circular dated November 22, 2021 is annexed.

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Item No. [2]

Pursuant to Section 102 of the Companies Act, 2013, the following explanatory statement sets out the material facts relating to the Special Business mentioned in the accompanying Notice.

1. New Loan Proposal

The Board of Directors proposes to grant a new loan of up to ₹20 Crore to Melt ‘N’ Mellow Foods Private Limited, a Subsidiary Company of the Company, to meet its working capital requirements. The loan may be wholly or partly converted into

equity shares in one or more tranches at a future date, as may be determined of the subsidiary company at such time and on such terms as may be determined by the Board, in compliance with the Companies Act, 2013 and other applicable laws.

2. Conversion of Previously Approved Loan:

  • The members had previously approved a loan of ₹25 Crore to the subsidiary company in their meeting held on June 26, 2025. The Board now proposes to convert this existing loan, either wholly or partly, into equity shares of the subsidiary company by subscribing to such shares in one or more tranches. This will strengthen the capital base of the subsidiary and align the Company’s investment with its long-term growth strategy.

3. Regulatory Compliance:

The proposed new loan and conversion of the previous loan will be carried out in compliance with Sections 185, 186 and 188 of the Companies Act, 2013;

For the conversion of loan into shares, compliance with Companies Act, 2013 and SEBI Regulations governing preferential allotment / private placement, relating to disclosure of material related party transactions, will be ensured;

Since the promoter/director(s) of the Company may be deemed to be interested in the subsidiary company, the transaction will be treated as a Related Party Transaction and will be on arm’s length basis.

  1. Impact and Rationale:

  2. Strengthens the capital base of the subsidiary company;

  3. Provides working capital fund requirement;

  4. Aligns the interests of the holding company with its subsidiary’s growth.

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Particulars of the Transaction

  • Name of the Borrower: Melt ‘N’ Mellow Foods Private Limited

  • Nature of relationship: Subsidiary Company

  • Existing Loan proposed to be converted: ₹ 25 Crores

  • Proposed New Convertible Loan: Up to ₹ 20 Crores

  • Tenure: within 12 months

  • Interest rate: 10% per annum

  • Conversion option: Convertible into equity shares of the subsidiary at a future date in accordance with applicable law and agreed valuation

  • Purpose: Funding business operations and strengthening capital structure

Except Ms. Aparna Bangar, Managing Director of the Company, none of the Directors, Key Managerial Personnel of the Company or their relatives, except to the extent of their interest in the subsidiary company, are concerned or interested in this resolution. Related party shall not be eligible to vote in the said resolution.

The Board recommends the Special Resolution for approval of the members.

By order of the Board of Directors

For KRISHIVAL FOODS LIMITED

Sd/Aparna Morale Bangar Managing Director DIN: 05332039

Date: March 12, 2026 Place: Mumbai

Registered Office:

1309, Lodha Supremus, Saki Vihar Road, opp. MTNL Office, Powai, Mumbai-400072, Maharashtra, India. Website: www.krishival.com

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THE INTRUCTIONS OF MEMBERS FOR REMOTE E-VOTING:

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

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

  • (i) The voting period begins on March 15, 2026 at 10:00 A.M. and ends on April 13, 2026 at 5:00 P.M. during this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. March 06, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter

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

  • (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, 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 members, in respect of all members’ resolutions. However, it has been observed that the participation by the public non-institutional members/retail members 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 members.

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.

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

(iv) 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 members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual members holding securities in Demat mode CDSL/NSDL is given below:

Type
of
members
Login Method
Individual
Members
holding
securities in
Demat mode
withCDSL
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 website www.cdslindia.com and click
on login icon & New System Myeasi 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 or joining virtual
meeting & 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 & New System Myeasi 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 a e-Voting
link available onwww.cdslindia.comhomepage. The system

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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.

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
Members
holding
securities in
demat mode
withNSDL
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.comeither 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

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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 oncompany name or e-Voting service provider name
and you will be re-directed toe-Voting service provider
websitefor casting your vote during the remote e-Voting
period orjoiningvirtual meeting& votingduringthe meeting.
Individual
Members
(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 Members holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

**Login type ** Helpdesk details
Individual Members holding
securities in Demat mode with
CDSL
Members facing any technical issue in login
can contact CDSL helpdesk by sending a
request [email protected]
or contact at toll free no. 1800 2109911
Individual Members holding
securities in Demat mode with
NSDL
Members facing any technical issue in login
can contact NSDL helpdesk by sending a
request at [email protected] or call at 022
- 4886 7000 and 022 - 2499 7000

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

  • (v) Login method for Remote e-Voting for Physical members and members other than individual holding in Demat form.

  • 1) The members should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Members” 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,

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

  • 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.

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

For Physical members and other than individual members holding
shares in Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax
Department (Applicable for both demat members as well as physical
members)
• Members 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
OR
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 depositoryor

15 | P a g e

Date of Birth (DOB)

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) Members holding shares in physical form will then directly reach the Company selection screen. However, members 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 members 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 for the relevant Krishival Foods Limited on which you choose to vote.

  • (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.

16 | P a g e

  • (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.

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

  • Non-Individual members (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 members 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 & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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

  1. For Physical members- 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), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected] or [email protected] ;

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  1. For Demat members - Please update your email id & mobile no. with your respective Depository Participant (DP)

  2. For Individual Demat members – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository

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.

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

18 | P a g e

Annexure

ANNEXURE TO THE EXPLANATORY STATEMENT
S. No. Particulars Siddhivinayak Cashews Industries Private
Limited
Melt 'N' Mellow Foods Private Limited Empyrean Enviro Hamma Foods Private Limited
1 Summary of information provided by the Management to the Audit
Committee for approval of theproposed RPTs
a Name of the Related Party and its relationship with the
Company or its subsidiary, including nature of its concern or
interest (financial or otherwise)
Siddhivinayak Cashews Industries Private
Limited is a wholly-owned subsidiary company
of Krishival Foods Limited
Melt 'N' Mellow Foods Private Limited is a
subsidiary company of Krishival Foods Limited
Promoter, Director of Krishival Foods Limited
is partner of Empyrean Enviro
Hamma Foods Private Limited- Common
director in Subsidary of company- Melt 'N'
Mellow Foods Private Limited and Hamma
FoodsPvt Ltd.
b Type, material terms, tenure, monetary value and particulars
of the proposed RPTs
The Company and Siddhivinayak Cashews
Industries Private Limited has entered into the
following transactions:-
Purchase of Immovable Property- Rs. 6 Crores
The Company and Melt 'N' Mellow Foods
Private Limited has entered into the following
transactions:-
1. Corporate Guarantee to Maharashtra Gramin
Bank - Rs. 5 Crores
2. New Loan convertible into equity Shares -
Rs. 20 Crores
3. Existing Loan convertible into equity Shares-
Rs. 25 Crores

The Company and Empyrean Enviro has
entered into the following transaction:-
1. Sale of Goods - Rs. 0.50 Crores
The Company andHamma Foods Private
Limitedhas entered into the following
transaction:-
1. Sale of Goods - Rs. 6 Crores
c Percentage of the Company’s annual consolidated turnover
for the immediately preceding financial year, that is
represented by the value of the proposed RPTs.
Annual Consolidated Turnover - Rs.
202,23,24,000/-
1. Purchase of Property- 3%
Annual Consolidated Turnover - Rs.
202,23,24,000/-
1. Corporate Guarantee to Maharashtra Gramin
Bank - 2.5%
2. New Loan convertible into equity Shares-
9.90%
3. Existing Loan convertible into equity Shares-
12%

Annual Consolidated Turnover - Rs.
202,23,24,000/-
1. Sale of Goods - 0.25%
Annual Consolidated Turnover - Rs.
202,23,24,000/-
1. Sale of Goods - 3 %
2 Justification for the proposed RPTs Transactions entered on arm's length basis in
anordinary course ofbusiness
Transactions entered on arm's length basis in
anordinary course ofbusiness
Transactions entered on arm's length basis in
anordinary course ofbusiness
Transactions entered on arm's length basis
inanordinary course ofbusiness
3 Details of proposed RPTs relating to any loans, inter-corporate deposits,
advances or investments made or given by the Company or its
subsidiary
a Details of the source of funds in connection with the
proposed transaction
Own Funds Own Funds Own Funds Own Funds
b Where any financial indebtedness is incurred to make or give
loans, inter-corporate deposits, advances or investments:
NA NA NA NA
c Applicable terms, including covenants, tenure, interest rate
and repayment schedule, whether secured or unsecured; if
secured,thenature ofsecurity
NA Unsecured Loan @ 10% p.a., convertible into
Equity Share
NA NA
d The purpose for which the funds will be utilized by the
ultimate beneficiary ofsuch funds pursuant totheRPT
For acquisition of Factory Building To meet the working capital requirements For sale of Goods For sale of Goods
4 Arm’s length pricing and a statement that the valuation, if any, relied
upon by the listed entity in relation to the proposed transaction will be
made available through registered email address of the shareholder.
The pricing mechanism followed for recurring
transactions is based on the past practices
adopting Arm’s Length Principle substantiated
and the electronic copy of the same is
available for inspection.
The pricing mechanism followed for recurring
transactions is based on the past practices
adopting Arm’s Length Principle substantiated
and the electronic copy of the same is available
for inspection.
The pricing mechanism followed for recurring
transactions is based on the past practices
adopting Arm’s Length Principle substantiated
and the electronic copy of the same is
available for inspection.
The pricing mechanism followed for
recurring transactions is based on the past
practices adopting Arm’s Length Principle
substantiated and the electronic copy of the
same is available for inspection.

5 Name of the Director or Key Managerial Personnel (‘KMP’) who is related, if any and the nature of their relationship

Ms. Aparna Sujit Bangar, Promoter, Managing Ms. Aparna Sujit Bangar, Promoter, Managing Mr. Sujit Bangar, Chairperson, Whole-Time Ms. Aparna Sujit Bangar is common Director Director and KMP and Mr. Nana Prakash Director and KMP of the Company is also a Director and KMP of the Company is also a between Krishival Foods Limited and Melt Mhaske, Promoter, CEO and Whole- Time Director on the Board of Melt 'N' Mellow Foods partner in Empyrean Enviro. 'N' Mellow Foods Private Limited. Director of the Company is also a Director on Private Limited. His interest, concern, or that of her relatives, Mr. Abhishek Suryakant Puranik is Common the Board of Siddhivinayak Cashews Her interest, concern, or that of her relatives, is is limited only to the extent of his holding Director between Melt 'N' Mellow Foods Industries Private Limited. limited only to the extent of her holding directorship / KMP position in the Company Private Limited and Hamma Foods Private Their interest, concern, or that of their directorship / KMP position in the Company and and Empyrean Enviro. Limited. Their relatives, is limited only to the extent of their Melt 'N' Mellow Foods Private Limited. interest, concern, or that of their relatives, is holding directorship / KMP position in the limited only to the extent of their holding Company and Siddhivinayak Cashews directorship / KMP position in the Company Industries Private Limited and Melt 'N' Mellow Foods Private Limited.