empyrean cashews ltd share price Directors report


To,

The Members,

Krishival Foods Limited

(Formerly known as Empyrean Cashews Limited)

Your Directors have pleasure in presenting Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2023.

1. FINANCIAL RESULTS

Your Company financial performance during the year 2022-23 is summarized below:

STANDALONE:

(Rs. In Lakhs)
Particulars 2022-2023 2021-2022
Income from Operations 7,002.94 5,176.91
Other Income 118.82 51.63
Total Income 7,121.76 5,228.54
Less: Expenses 6,198.76 4,785.32
Profit / (Loss) Before Extraordinary Items and Tax 923.00 443.22
Less: Extraordinary Items - -
Profit/(Loss) Before Tax 923.00 443.22
Less: Taxation 246.40 103.5
Profit/(Loss) After Tax 676.60 339.72
EPS (in Rs.) 3.42 1.72

CONSOLIDATED:

(Rs. In Lakhs)
Particulars 2022-2023 2021-2022
Income from Operations 7,002.94 5,176.91
Other Income 110.95 43.91
Total Income 7,113.89 5,220.82
Less: Expenses 6,201.23 4,785.44
Profit / (Loss) Before Extraordinary Items and Tax 912.66 435.38
Less: Extraordinary Items - -
Profit/(Loss) Before Tax 912.66 435.38
Less: Taxation 246.40 103.5
Profit/(Loss) After Tax 666.26 331.88
EPS (in Rs.) 3.37 1.68

2. FINANCIAL SUMMARY

As per standalone financial statement the Company earned a Total Income of Rs. 7,121.76 Lakhs during the FY 2022-23, as compared to the Total Income of Rs. 5,228.54 Lakhs earned in the previous FY 2021-22. The Companys Net Profit for the Financial Year ended March 31, 2023 stood at Rs. 676.60 Lakhs as against a Net Profit of Rs. 339.72 Lakhs in the previous year.

3. INITIAL PUBLIC OFFERING

The Directors are pleased to inform that the Companys Initial Public Offering (IPO) by Fresh Issue of 52,47,000 (Fifty Two Lakh Forty Seven Thousand Only) Equity Shares at a price of Rs. 37/- per shares aggregating to Rs. 19.41Crores. The Issue opened on March 21, 2022 and closed on March 23, 2022.The main object of the IPO was to achieve the benefits of listing the Equity Shares on the Stock Exchanges which includes enhanced visibility and brand image of your Company and also fulfil working capital requirement of the company. The Company received Listing and trading started on NSE Emerge platform on March 31, 2022. The success of IPO reflects the trust, faith and confidence that investors, customers, business partners and markets have reposed in your Company.

4. CHANGE IN NAME

Subsequent to the end of the financial year, the name of the company has been changed from "Empyrean Cashews Limited" to "Krishival Foods Limited".

The approval of the shareholders was sought through Postal Ballot dated February 23, 2023.

The Registrar of Companies issued certificate of incorporation pursuant to change of name on April 24, 2023.

The National Stock Exchange issued approval letter for change of name on May 16, 2023.

5. CHANGE IN NATURE OF BUSINESS

During the financial year, the company has changed its objects vide special resolution passed by the members in the Annual General Meeting held on June 23, 2022 and has ventured into almonds and other dry fruits and also intends to enter into confectionery items such as breads, biscuits, sweets, cakes, pastries, cookies, wafers, lemon drops, chocolate, toffees, tinned fruits, chewing gum, bubble gum, detergents, tea and coffee, vegetables, fruits, jams, jelly, pickles, squashes, sausages, nutrient, health and diet foods / drinks, extruded foods, deal in oils, vegetable oils, poly oils, Cashew Nut Shell Liquid, CNSL value added products, confectionery items, sweets, cereals products, cashew milk, almond milk , cashew butter , nuts based protein powered, nut based breakfast mix and other value added processed products based on nuts and dried fruits and any other food products in and outside India.

The Registrar of Companies issued Certificate of Registration of the Special Resolution Confirming Alteration of Object Clause on June 28, 2022.

6. TRANSFER TO RESERVES

The Company has transferred Profit to reserves during the financial year under review.

7. CHANGES IN SHARE CAPITAL

During the financial year, the Company increased Authorized Share Capital from ^20,00,00,000 consisting of 2,00,00,000 Equity Shares of Rs.10 each to ^24,00,00,000 consisting of 2,40,00,000 Equity Shares of Rs.10 each.

The approval of the shareholders was sought through of Postal Ballot dated February 23, 2023.

Subsequent to the end of the financial year, in the Board meeting held on May 25, 2023, 3,00,000 warrants were allotted to Ecotek General Trading LLC through preferential issue which were converted into equivalent number of equity shares.

The National Stock Exchange issued approval letter for trading of further issue of 3,00,000 Equity shares of Rs. 10/-each under Preferential issue are listed and admitted to dealings on the Exchange from June 16, 2023

Details of issue are as follows:

Date of Issue March 4, 2023
Date of Allotment May 25, 2023
Method of allotment Preferential Issue
Issue Price Rs.257/ - per share (including premium of Rs.247 / - per share)
Conversion price Rs.257/ - per share (including premium of Rs.247 / - per share)
Number of shares allotted or to be allotted in case the right or option is exercised by all the holders of such securities 3,00,000 equity shares were allotted pursuant to conversion of 3,00,000 warrants issued to Ecotek General Trading LLC
Number of shares or securities allotted to the promoter group Nil
In case, shares or securities are issued for consideration other than cash, a confirmation that price was determined on the basis of a valuation report of a registered valuer. Nil

Subsequent to the end of the financial year, in the Board meeting held on June 24, 2023, the Company increased authorized capital from existing Rs.24.00. 00.000/- (Rupees Twenty Four Crore Only) divided into 2,40,00,000 (Two Crore Forty Lakhs) Equity Shares of Rs. 10/- (Rupee Ten only) each to Rs.24.50.00. 000/- (Rupees Twenty Four Crore Fifty Lakhs Only) divided into 2.45.00. 000 (Two Crore Forty Fifty Lakhs) Equity Shares of Rs. 10/- (Rupee Ten only) each ranking pari-passu in all respect with the existing Equity Shares of the Company, which is subject to approval of the member in ensuring AGM.

8. DIVIDEND

The Board of Directors has recommended Final Dividend on Equity Shares @ Rs.0.16 per Equity Share of Face Value of 10/- (Rupees Ten Only) for the Financial Year ended March 31, 2023 subject to the approval of members in the ensuring Annual General Meeting.

The Board of Directors had recommended Final Dividend on Equity Shares @ Rs. 0.05 per Equity Share of Face Value of 10/- (Rupees Ten Only) for the Financial Year ended March 31, 2022 which was approved by members in the Annual General Meeting held on June 23, 2022.

9. DETAILS OF UNPAID DIVIDEND

In terms of the provisions of Section 124 and Section 125 of the Act, the declared dividends which remains unpaid/ unclaimed for a period of Seven (7) years from the date of declaration is required to be transferred to the Investor Education and Protection Fund ("IEPF").

However, since Seven (7) years have not elapsed from the date of declaration and payment of dividend since incorporation, transfer of unpaid dividend and the shares on which dividend has not been paid or claimed, to Investor Education and Protection Fund ("IEPF") is not applicable to the Company.

The Shareholders may claim their unclaimed / unpaid amount due to them by making a request to the Company giving their particulars before the same are transferred to the IEPF.

During the year under review, Rs. 7,170.95/- is unclaimed Dividend of the Company.

In terms of Regulation 43A of the Listing Regulations, the Company has voluntarily adopted a Dividend Distribution Policy and the same is available on the website of the Company and can be accessed at: https://krishival//Dividend Distribution Policy 1

10. PUBLIC DEPOSITS

During the year, the Company has not accepted any deposit from public in the year under review.

11. BUY-BACK / SWEAT EQUITY / BONUS SHARES

The Company has neither bought back its shares nor has issued any sweat equity or Bonus shares during the year under review.

12. EMPLOYEE STOCK OPTIONS PLAN 2023- ECL ESOP

During the year under review, the approval of the shareholders was sought through Postal Ballot dated February 23, 2023 and the Nomination and Remuneration Committee in their meeting held on April 10, 2023 has granted options to the employees of the Company and its subsidiary company as per Employee Stock Option Plan 2023.

The scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

The disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are detailed under and is also available on companys website at: https: / /krishival/ esop

Sr. No. Particulars Details
A Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013) including the Guidance note on accounting for employee share-based payments issued in that regard from time to time. Disclosed in Notes to Accounts
B Disclosure of Diluted EPS on issue of shares Disclosed in Notes to
pursuant to all the schemes covered under the regulations shall be disclosed in accordance with Accounting Standard 20 - Earnings Per Share issued by Central Government or any other relevant accounting standards as issued from time to time. Accounts
C Details related to ESOP
(i) A description of each ESOP that existed at any time during the year, including the general terms and conditions of each ESOP, including: -
(a) Date of shareholders approval February 23, 2023
(b) Total number of options approved under ESOP The Options to be granted to Eligible Employees under ECL ESOP 2023, in one or more trances from time to time shall not exceed 19,75,000 (Nineteen Lakhs Seventy Five Thousand Only), which in aggregate shall be exercisable into not more than 19,75,000 (Nineteen Lakhs Seventy Five Thousand Only) equity shares of face value of Rs.10/- each fully paid up, with each such Option conferring a right upon the Eligible Employees to apply for 01 (one) Equity Share of the Company in accordance with the terms and conditions as may be decided under the ECL ESOP 2023.
(c) Vesting requirements The Options granted under ECL ESOP 2023 would vest not earlier than 1 (one) year from the date of grant of such Options.
(d) Exercise price or pricing formula The Exercise Price for exercising options under ECL ESOP 2023 shall be as decided by the Compensation Committee in compliance with the accounting policies as specified under the SEBI SBEB Regulations and in no case such price be lesser than the face value
of Equity Shares of the Company.
(e) Maximum term of options granted The maximum vesting period may extend up to five years from date of grant of options or such other period as may be decided by the Compensation Committee.
(f) Source of shares (primary, secondary or combination) Primary
(g) Variation in terms of options Not Applicable
(ii) Method used to account for ESOP - Intrinsic or fair value. The Company shall use the Intrinsic Value method for valuation of the Option granted
(iii) Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. Not Applicable
(iv) Option movement during the year (For each ESOP):
Number of options outstanding at the beginning of the period 19,75,000
Number of options granted during the year 5,34,000
Number of options forfeited / lapsed during the year Not Applicable
Number of options vested during the year Nil
Number of options exercised during the year Nil
Number of shares arising as a result of exercise of options Eligible Employees are entitled for the allotment of One (01) Equity Share of the Company pursuant to exercise of One (01) option under the ECL ESOP 2023
Money realized by exercise of options (INR), if scheme is implemented directly by the company Not Applicable
Loan repaid by the Trust during the year from exercise price received Not Applicable
Number of options outstanding at the end of the year 14,41,000
Number of options exercisable at the end of the year Not Applicable
(v) Weighted-average exercise prices and weighted-average fair values of options shall Not Applicable
be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.
(vi) Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to:- No options were granted during the financial year. However, options were granted subsequent to the end of the financial year.
senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; 5,34,000 ESOP granted subsequent to the end of financial year.
any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and Not Applicable
identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. Not Applicable
(vii) A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information: -
(a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model; Not Applicable
(b) the method used and the assumptions made to incorporate the effects of expected early exercise; The exercise multiple, which is based on historical data of early option exercise decisions of employees, incorporates early excise price effect in the valuation of ESOP. The exercise multiple indicates that option holder tend to exercise their options when the share price reaches a particular multiple of the exercise price.
(c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and Expected volatility during the expected term of the options is based on historical volatility of the observed market prices of the Companys publicly traded equity shares
during a period equivalent to the expected term of the options.
(d) whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition. Stock Price and risk free interest rate are variables based on actual market data at the time of ESOP valuation
D Any material change to the scheme The name of the company has been changed from Empyrean Cashews Limited" to "Krishival Foods Limited" w.e.f. April 24, 2023.
Disclosures in respect of grants made in three years prior to IPO under each ESOP
Until all options granted in the three years prior to the IPO have been exercised or have lapsed, disclosures of the information specified above in respect of such options shall also be made. Not Applicable

Secretarial auditor certificate for ESOP compliance is being place before the members and is also available on companys website at: http://krishival.com/PCS ESOP Certificate

13. ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES

Company has not issued any debenture, bonds or non-convertible securities.

14. ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS TO PERSONS BELONGING TO NON-PROMOTER CATEGORY

During the year under review, the approval of the shareholders was granted in Extraordinary General Meeting held on March 4, 2023.

Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company at their meeting held on March 18, 2023 has allotted 25,00,000 Convertible Warrants at a price of Rs. 257/- each by way of Preferential Issue to the non-promoter investors.

The Company received trading approval from NSE for 3,00,000 equity shares arising out of conversion of warrants w.e.f. June 16, 2023.

Disclosure of Event and Information pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with SEBI Circular number CIR/CFD/CMD/4/2015 dated September 09, 2015 are as under and is also available on companys website in krishival/BM outcome preferential

Particulars of Securities Details of Securities
Type of securities proposed to be issued Convertible Warrants
Type of issuance Preferential Issue in accordance with Chapter V of the SEBI ICDR Regulations and other applicable law.
Total number of securities proposed to be issued or the total amount for which the securities will be issued Upto 25,00,000 Warrants at a price of Rs. 257/- per Warrant in Cash, for an aggregate consideration of upto Rs. 64,25,00,000/-.
Maturity Date 18 months from the date of allotment i.e., September 18, 2024
In case of preferential issue the listed entity shall disclose the following additional details to the stock exchange(s):
Name of Investors 1) Tano Investment Opportunities Fund - 22,00,000 Warrants 2) Ecotek General Trading LLC - 3,00,000 Warrants
Post Allotment of securities - outcome of the subscription, issue price / allotted price (in case of convertibles) 25,00,000 Warrants at a price of Rs. 257/ - per Warrant in Cash, for an aggregate consideration of upto Rs. 64,25,00,000/-.
Number of Investors 2 (Two)
in case of convertibles - intimation on conversion of securities or on lapse of the tenure of the instrument; On Allotment of Warrants: 25% of the total consideration towards respective Warrants are paid by the respective allottees prior to the allotment and the balance shall be payable on or before conversion of the Warrants into Equity Shares.
Conversion Ratio and Timeline: Each Warrant is convertible into one (1) Equity Share and the conversion can be exercised at any time within a period of 18 months from the date of allotment, in one or more tranches, as the case may be and on such other terms and conditions as applicable.
Intimation on conversion of securities: Shall be duly communicated at an appropriate time
On lapse of the tenure of the instrument: Shall be duly communicated at an appropriate time

15. STATUTORY AUDITORS

The Members had appointed M/s. Tamanna Parmar & Associates, Chartered Accountants, as Statutory Auditor of the Company in the Annual General Meeting held on October 11, 2021 for a period of five years from FY 2021 -22 till FY 2025-26. M/s. Tamanna Parmar & Associates is the Statutory Auditor of the Company for the FY 2022-23.

16. INTERNAL AUDITOR

In the Board Meeting held on January 8, 2022, the Internal Auditor was appointed for a period of three years from FY 2021-22 to FY 2023-24. M/s Manant Jain & Co is the Internal Auditor of the Company for the FY 2022-23.

17. STATUTORY AUDIT REPORT

The Auditors Report on the financial statement for the current year is self - explanatory, therefore does not require any further explanation. The Company has already submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 to the Stock Exchange(s).

18. COST AUDITOR REPORT AND COST RECORD

The Directors state that Section 148(1) of the Companies Act, 2013, is not applicable to the company.

19. MATERIAL CHANGES AFTER THE CLOSE OF THE FINANCIAL YEAR

Changes subsequent to the financial years has been disclosed in the director report.

20. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

M/s MNB & Co. LLP, Practicing Company Secretary was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Years 2021-22 to 2023-24 pursuant to Section 204 of the Companies Act, 2013 and rules made there under. The Secretarial Audit Report for the Financial Year 2022-2023 forms part of the Annual Report. The Secretarial Audit Report is annexed to this Report.

The secretarial Audit report for the current year is self-explanatory, therefore does not require any further explanation.

21. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143

There are no frauds reported by the Statutory Auditors of the Company under Section 143 (12).

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in the Directorship of the Company during the year under review.

23. ANNUAL RETURN

The Annual Return along with Notice of AGM is uploaded on the website of the Company. The web link for the same is as under: https:/ /krishival.com/pages/annual-return

24. CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company and its subsidiaries for FY 2022-23 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations]. The audited consolidated financial statements together with the Independent Auditors Report thereon form part of this Annual Report. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the director report in Form AOC-1. Pursuant to the provisions of Section 136 of the Act, the

Company will make available the said financial statement of the subsidiary companies upon a request by any member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by any member.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 and 8 of the Companies (Accounts) Rule, 2014, a statement containing salient features of financial statements of subsidiaries in Form AOC-1 is attached herewith as Annexure V. The separate audited financial statements in respect of the subsidiary companies are open for inspection and are also available on the website of Company. The statements are also available on the website of the Company and can be accessed at: https://krishival.com/pages/our-group- companies under the "Investors" Section.

25. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES, IF ANY:

Our Company has one wholly owned subsidiary namely, Siddhivinayak Cashew Industries Private Limited registered in India.

Our wholly owned Subsidiary is engaged in the line of business that is similar and/or synergistic to our Company, primarily pertaining to trading and processing of cashew and related dry fruit products. Our Subsidiary has been incorporated to undertake or operate in line with our Companys business objectives in the markets, on behalf of our Company.

26. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES

As per financial statement the subsidiary Company made a loss of Rs.10.34 lakhs during the FY 2022-23, as compared to loss of Rs.7.83 lakhs in the previous FY 2021-22.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure I.

28. VIGIL MEGHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for

(a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The web link for the policy is as under: https://krishival/Vigil-Mechanism- Policv

29. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility was not applicable for the financial year 2022-2023. However, the same is applicable from financial year 2023-2024.

The CSR committee has been formed and the policy on Corporate Social Responsibility is part of the website of the Company. The web link for the policy on Corporate Social Responsibility is as under: https: / /krishival/ Corporate-Social-Responsibility-Policy

30. RELATED PARTY TRANSACTIONS

There were contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. The related party transactions as per AS 18 are given in the notes to the financial accounts and forms part of the Annual Report.

Pursuant to Section 188 (1) of the Act, particulars of contracts/arrangements entered into by the company with related parties is attached to the director report in Form AOC-2.

The policy on Related Party Transactions is part of the website of the Company. The web link for the policy on related party transaction is as under: https://krishival/Disclosure of RPT - March 31 2023

31. RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management.

32. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors form part of the website of the Company. The web link of Familiarization program is as under: https: / /krishival/Familiarization-Program-For-Independent-Directors

33. INDEPENDENT DIRECTORS MEETING

The Independent Directors of the Company meets once in every Financial Year without the presence of Executive Directors and Management of the Company. The role of the Independent Directors is as per the provisions of Companies Act, 2013 as well as the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

34. DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have given the declaration to the Company that they qualify the criteria of independence as required under the Act.

35. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the board, the Independent Directors fulfill the conditions specified in SEBI (LODR) Regulations, 2015, and are independent of the management of the Company. The Independent Directors have complied with the code prescribed in schedule IV of the Companies Act, 2013.

36. MEETING OF BOARD OF DIRECTORS

Details of meeting of the board of directors is annexed.

37. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit,

Nomination & Remuneration and Stakeholder committee, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

38. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015, compliance of Corporate Governance is not mandatory. However, the company has complied with the provisions of Regulation 17 to 27 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent possible. A separate section on Corporate Governance forms part of the Directors Report as stipulated in Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is included in the Annual Report as Annexure II.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report is annexed.

40. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Board hereby states that the Company has complied with all the applicable secretarial standards to the extent possible.

41. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF COMPANIES ACT, 2013

Our Company has not given any loan to the Directors and/or Key Management Personnel. Particulars of loans, guarantees and investments made by Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to the financial accounts forming part of the Annual Report.

42. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

Material changes subsequent to the end of the financial year is disclosed herein above.

43. MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR

Material developments during the financial year is disclosed herein above.

44. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

As on March 31, 2023, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016

45. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the financial year ended March 31, 2023, there are no order passed by regulatory authority or Courts.

46. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There is no one time settlement done with bank or any financial institution.

47. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL EXPLAIN THE REASON THEREOF;

The trading of the company has not been suspended. The Company received Listing and trading started on NSE Emerge platform on March 31, 2022.

48. NOMINATION AND REMUNERATION POLICY

An extract of the Companys policy relating to directors appointment, payment of remuneration and discharge of their duties is annexed herewith. The web link to the Nomination and Remuneration Policy is as under: https: / /krishival/Nomination-And-Remuneration-Policy

49. PARTICULARS OF EMPLOYEES

The Directors and employees do not exceed the remuneration criteria prescribed in Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Details attached as Annexure IV.

The said information in detail is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary, at the registered office and the same will be furnished on request.

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

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Board thereafter constituted a sexual harassment committee where the chairperson of the Committee is Aparna Morale Bangar, Shailesh Kumar Jain and Sunil Kumar Agarwal are the Members. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

a. number of complaints filed during the financial year - None

b. number of complaints disposed of during the financial year - None

c. number of complaints pending as on end of the financial year - None

51. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

52. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls besides timely statutory audit and limited reviews of performance taking place periodically.

53. REGISTRATION WITH INDEPENDENT DIRECTORS DATABANK

The Independent directors of the company are registered with Independent director databank.

54. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit for the Company for the year ended March 31, 2023;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

55. ACKNOWLEDGEMENT

Your Directors takes opportunity to show gratitude towards the assistance and co-operation received from Shareholders.

For and on Behalf of the Board of Directors of

Krishival Foods Limited

(Formerly known as Empyrean Cashews Limited)

Aparna Morale Bangar Nana Mhaske Anant Kulkarni
Chairperson & MD Director & CEO Director & CFO
DIN: 05332039 DIN: 01911731 DIN: 01887356
Place: Mumbai
Date: June 24, 2023