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Krishival Foods Ltd Partly Paidup Directors Report

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Jul 10, 2026|12:00:00 AM

Krishival Foods Ltd Partly Paidup Share Price directors Report

To, The Members, Krishival Foods Limited (The Company)

The directors have pleasure in presenting 12th Annual Report together with the Audited Financial Statement of the Company for the Financial Year (FY) ended March 31, 2026.

1. FINANCIAL RESULTS

The Companys financial performance during the year 2025-26 is summarized below:

(Rs. In Lakhs)

Particulars STANDALONE 2025-26 STANDALONE 2024-2025 CONSOLIDATED 2025-26 CONSOLIDATED 2024-2025
Revenue from Operations 20,258.68 17,323.30 29,267.24 20,223.24
Other Income 936.60 222.71 1,173.45 407.27
Total Income 21,195.28 17,546.01 30,440.69 20,630.51
Less: Depreciation & Amortization 387.31 322.68 741.13 435.20
Less: Expenses 18,098.90 15,316.51 26,845.45 18,222.94
Profit before Taxation and Extraordinary Items 2,709.07 1,906.83 2,854.10 1,972.35
Add (Less): Exceptional Items 0.00 0.00 0.00 0.00
Profit before Tax 2,709.07 1,906.83 2,854.10 1,972.35
Tax Expense:
a) Current Tax 646.08 531.73 710.34 564.71
b) Deferred Tax (Excess)/Short provision for tax pertaining to prior years -15.76 21.54 -75.85 53.10
Profit after Tax 2,078.76 1,353.56 2,219.61 1,354.53
Earnings per Share (Basic) 9.02 6.07 9.63 6.08
Earnings per Share (Diluted) 8.59 6.07 9.17 6.08

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RESULT OF OPERATIONS AND STATE OF THE COMPANYS AFFAIRS

The Company is mainly engaged in the business of processing and trading of cashew kernels and other dry fruit products and ice cream products through its subsidiary.

STANDALONE:

On a Standalone basis, the Companys total income for the year under review was Rs. 21,195.28 Lakhs as compared to Rs. 17,546.01 Lakhs in the previous year thereby registering growth of 20.79% over the previous year. Further, during the year under review the net profits of the Company was Rs. 2,078.76 Lakhs as compared to Rs. 1,353.56 Lakhs in the previous year.

CONSOLIDATED:

On a Consolidated basis, the Companys total income for the year under review is Rs. 30,440.69 Lakh as compared to Rs. 20,630.51 Lakh in the previous year thereby registering growth of 47.55% over the previous year.

The Consolidated Audited Financial Statement of the Company and its Subsidiaries for FY 2025-26 are prepared in compliance with the provisions of Section 129(3) of The Companies Act, 2013 (Act) and Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and form part of the Annual Report.

Material Events during the year:

Listing on Main Board:

During the financial year 2025-26, the Company successfully migrated from the SME platform of the National Stock Exchange of India Limited (NSE Emerge) to the Main Board of the NSE.

Further, the Company also got listed on the Main Board of the BSE.

The equity shares of the Company were originally listed on the NSE Emerge platform on March 31, 2022. With consistent growth in operations, financial performance, and investor confidence, the Company met all the eligibility criteria prescribed by the Stock Exchanges and the Securities and Exchange Board of India (SEBI) for migration to the Main Board.

Pursuant to the necessary approvals received from the shareholders and the stock exchanges, the equity shares of the Company were admitted to trading on the Main Board of NSE and BSE with effect from Friday, June 20, 2025.

The migration to the Main Board marks a significant milestone in the Companys growth journey. This step is expected to enhance the visibility of the Company in the capital markets, improve liquidity for shareholders, and broaden the investor base.

The Board places on record its sincere appreciation to all stakeholders, including shareholders, regulatory authorities, and employees, for their continued support and trust in the Company.

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2025-26

Issue of Partly paid-up Right Issue:

During the year under review, your Company undertook a Rights Issue of equity shares to strengthen its capital base and support future growth plans.

The Board of Directors, at its meeting held on November 26, 2025, approved the issuance of equity shares on a rights basis in accordance with the provisions of Section 23(1)(c) read with Section 62(1)(a) and other applicable provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations.

Subsequently, the Board, at its meeting held on December 11, 2025, approved the detailed terms and conditions of the Rights Issue, including the Rights Entitlement, Issue Price, Record Date, timing of the Issue and other related matters.

The key terms of the Rights Issue are as follows:

Total Issue Size: Up to 33,33,160 partly paid-up Rights Equity Shares Rights Entitlement Ratio: 45 Rights Equity Shares for every 301 fully paid-up equity shares held by eligible shareholders as on the Record Date Record Date: December 17, 2025 Face Value: 10 per Equity Share Issue Price: 300 per Rights Equity Share (including a premium of 290 per share)

Pursuant to the above, the Company has allotted 33,33,160 partly paid-up Rights Equity Shares on January 8, 2026.

On application, an amount of 105 per Rights Equity Share (including face value of 3.50 and securities premium of 101.50 per share) was received from the applicants.

The Rights Issue was undertaken in compliance with applicable laws and regulations, and the proceeds are proposed to be utilized for the objects as stated in the Letter of Offer.

3. MATERIAL EVENTS WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THE REPORT:

Approval of the First and Final Call on Partly Paid-up Rights Equity Shares:

Subsequent to the close of the financial year, the Rights Issue Committee approved the First and Final Call of 195/- per partly paid-up Rights Equity Share, aggregating to 64,99,66,200/- and fixed July 13, 2026 as the Record Date, with the payment period from July 21, 2026 to August 4, 2026.

Subsequent to the close of the financial year, upon receipt of 54,05,65,935/- towards the First and Final Call, the Rights Issue Committee, at its meeting held on August 5, 2026, approved the conversion of 27,72,120 partly paid-up equity shares into fully paid-up equity shares of 10/- each. Consequently to the said conversion, the paid-up equity share capital of the Company

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increased to 25,06,72,610/-, comprising 2,50,67,261 fully paid-up equity shares and 5,61,040 partly paid-up equity shares.

Subsequent to the close of the financial year, 27,72,095 partly paid-up equity shares of face value 10/- each were converted into fully paid-up equity shares pursuant to receipt of the applicable call money. The said equity shares were admitted for trading on BSE Limited and the National Stock Exchange of India Limited (NSE) with effect from August 18, 2026. The shares rank pari passu with the existing fully paid-up equity shares of the Company in all respects.

The Board has approved the partial utilisation of funds received from the proceeds of the Rights Issue towards the ice cream division by way of providing an additional loan of Rs. 25 Crore to Melt N Mellow Foods Private Limited, a subsidiary of the Company, subject to applicable approvals and necessary formalities. The funds would be utilised for strengthening cold chain by way of deployment of 10,000 additional deep freezers. Further board has approved an additional loan of Rs. 10 crores subject to approval of members for future working capital requirement.

Except as stated above, there were no other material events or changes affecting the financial position of the Company that occurred between the end of the financial year and the date of this Report.

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

During the financial year under review, the Company has two subsidiaries.

The details of Subsidiary Companies are set forth below:

1. Siddhivinayak Cashew Industries Private Limited-Wholly owned subsidiary:

CIN U15130MH2021PTC368578
Registered Office 1309, Lodha Supremus, Saki Vihar Road, Opposite MTNL Office, Powai, Mumbai \u2013 400 072, Maharashtra, India.
Business Business of processing raw cashew nuts and related dry fruit products.
Directors Aparna Sujit Bangar, Nana Prakash Mhaske and Sunil Kumar Agarwal

2. Melt N Mellow Foods Private Limited

CIN U15549MH2019PTC328179
Registered Office Plot no 9, Welcome Nagar, Garkheda, near Aditya Nagar, Aurangabad - 431003, Maharashtra, India.
Business Ice cream Manufacturing
Directors Sandeep Dnyanoba Shelke, Abhishek Suryakant Puranik, Amol

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2025-26 Krishival Foods Limited (Annual Report)

Ramrao Palshikar, Atul Umakant Rege, Aparna Sujit Bangar and Sunil Kumar Agarwal

Pursuant to the provisions of Section 129(3) Act, a Statement containing salient features of the financial statement and performance of the WOS in prescribed Form AOC-1 is provided as Annexure-1.

Subsequent to the end of the financial year, our company is providing an additional corporate guarantee for an amount up to Rs. 35 Crore in favour of lenders/financial institutions for credit facilities to be availed by Melt N Mellow Foods Private Limited, a subsidiary of the Company, subject to applicable approvals and necessary documentation.

The Consolidated Audited Financial Statement are open for inspection and are also available at the website of the Company which can be accessed at: under the Investors Section.

The Company doesnt have any Joint Venture and none of the Companies have ceased to be Companys Subsidiaries.

5. CHANGE IN NAME

During the year under review, there has been no change in the name of the Company.

6. CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business carried on by the Company.

7. WEB LINK OF ANNUAL RETURN

The Annual Return for FY 2025-26 as required under Section 92(3) of the Act read with The Companies (Management and Administration) Rules, 2014 is available at

8. TRANSFER TO RESERVES

The Company has transferred Rs. 2,078.76 lakhs to reserves during the financial year under review.

9. DIVIDEND

The Board of Directors, at its meeting held on May 04, 2026, recommended a final dividend of ?0.35 per fully paid-up Equity Share of face value ?10/- each for the financial year ended March 31, 2026. In respect of the partly paid-up Rights Equity Shares, the dividend shall be payable proportionately to the amount paid-up thereon, i.e., ?0.1225 per partly paid-up Equity Share. Accordingly, the total dividend amounts to ?82,11,611.45/-, subject to the approval of the Members at the ensuing Annual General Meeting.

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2025-26 Krishival Foods Limited (Annual Report)

The dividend, if approved, shall be payable to those Members whose names appear in the Register of Members by the Depositories as on the Record Date fixed for this purpose.

Particular No. of Equity Shares Dividend Rate (per share) Dividend Amount (\u20b9)
Fully Paid-up Equity Shares (face value Rs. 10) 2,22,95,141 \u20b9 0.35 78,03,299.35
Partly Paid-up Rights Equity Shares (face value Rs. 3.50) 33,33,160 \u20b9 0.1225 4,08,312.10
Total 2,56,28,301 82,11,611.45

The dividend payout is in accordance with the prevalent applicable laws and the Companys Dividend Distribution Policy, pursuant to the provisions of Regulation 43A of the Listing Regulations, as amended. The said policy can be accessed at:

10. TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

As per the provisions of Section 124 and Section 125 of the Act read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (IEPF Rules), the declared dividend 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).

During the year under review, the Company was not required to transfer any unpaid/unclaimed dividend/shares to Investor Education and Protection Fund (IEPF).

The details of unclaimed dividends for the financial year 2021-22, 2022-23, 2023-24 and 2024-25 and the last date for claiming such dividends are given below:

Financial Year Date of Declaration of Dividend Unclaimed Amount as on March 31, 2026 Due Date for transfer to IEPF
2021-22 June 23, 2022 7,170 On completion of 7 years from the date of declaration of dividend
2022-23 July 22, 2023 8,742 On completion of 7 years from the date of declaration of dividend
2023-24 September 13, 2024 61,109 On completion of 7 years from the date of declaration of dividend
2024-25 September 25, 2025 2,351 On completion of 7 years from the

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2025 date of declaration of dividend

11. PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted/renewed any Deposits from the public within the meaning of Section 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

12. CHANGES IN SHARE CAPITAL

During the year under review, there has increase its Authorised Share Capital of the Company from existing Rs. 24,50,00,000/- (Rupees Twenty-Four Crores and Fifty Lakhs only) divided into 2,45,00,000 (Two Crore Forty-Five Lakhs) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crores) equity shares of Rs. 10/- (Rupees Ten) each ranking pari-passu in all respect with the existing Equity Shares of the Company.

Pursuant to the resolution passed by the Rights Issue Committee on August 5, 2026, the Committee approved the allotment of 27,72,120 (Twenty-Seven Lakh Seventy-Two Thousand One Hundred and Twenty) fully paid-up equity shares of face value ?10/- (Rupees Ten only) each, aggregating to ?2,77,21,200/- (Rupees Two Crore Seventy-Seven Lakh Twenty-One Thousand Two Hundred only), upon receipt of the First and Final Call Money. Consequently, the paid-up equity share capital of the Company increased from ?22,29,51,410/- (Rupees Twenty-Two Crore Twenty-Nine Lakh Fifty-One Thousand Four Hundred and Ten only), comprising 2,22,95,141 (Two Crore Twenty-Two Lakh Ninety-Five Thousand One Hundred and Forty-One) equity shares of ?10/- each, to ?25,06,72,610/- (Rupees Twenty-Five Crore Six Lakh Seventy-Two Thousand Six Hundred and Ten only).

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

During the year under review, the Company has not issued Convertible Warrants.

14. EMPLOYEE STOCK OPTIONS PLAN 2023-ECL ESOP

During the year under review, the Nomination and Remuneration Committee, in its meeting held on February 10, 2026, granted Employee Stock Options to the eligible employees of the Company under the Employee Stock Options Plan 2023 (ECL ESOP 2023).

The options under the said Plan were also granted by the Nomination and Remuneration Committee in its meetings held on April 10, 2023 and February 28, 2024.

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

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2025-26 Krishival Foods Limited (Annual Report)

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

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 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. Disclosed in Notes to 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 \u20b910/- 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 Not Applicable
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.
(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 April 10, 2023: 534000; February 28, 2024: 20,400; February 10, 2026: 6,35,000; Total = 11,89,400
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 7,85,600 (19,75,000 \u2013 11,89,400)
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 be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. Not Applicable
(vi) Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to:- 11,89,400 options were granted
senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; February 10, 2026 6,00,000
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 exercise price effect in the valuation of ESOP. The exercise multiple indicates that option holder tend to exercise their options when

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2025-26

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

Further, the Nomination and Remuneration Committee in their meeting held on May 04, 2026 has granted 10,000 options to the employees of the 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.

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2025-26 Krishival Foods Limited (Annual Report)

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

Sr. No. Particulars Details
(i) Option movement
Number of options outstanding 19,75,000
Number of options granted May 04, 2026: 10,000; Total = 10,000
Number of options forfeited/lapsed Not Applicable
Number of options vested Nil
Number of options exercised 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 7,75,600 (19,75,000 \u2013 11,99,400)
Number of options exercisable Not Applicable
(v) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. Not Applicable
(vi) Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to: 11,99,400 options were granted

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2025-26 Krishival Foods Limited (Annual Report)

senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; February 10, 2026 6,00,000
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

Secretarial auditor certificate for ESOP compliance is being place before the members and is also available on companys website at: .

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

During the year under review, the Company has not issued any debenture, bonds or non-convertible securities.

16. SHARE TRANSFER SYSTEM AND DEMATERIALISATION OF SHARES:

As on March 31, 2026 - 2,22,95,141 (Two Crore Twenty-Two Lakh Ninety-Five Thousand One Hundred Forty-One) equity shares of the Company i.e. 100% of the total equity shares were held in dematerialized form. The International Securities Identification Number (ISIN) allotted to the Companys shares under the Depository System is INEOGGO01015.

Pursuant to the conversion of partly paid-up shares into fully paid-up equity shares, the Company completed the necessary corporate actions with CDSL and NSDL, which confirmed credit/debit of 8,34,258 shares on August 13, 2026 and 19,37,837 shares on August 14, 2026, respectively, aggregating to 27,72,095 equity shares.

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

During the year under review, the securities of the Company had not been suspended for trading on Stock Exchange.

18. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors of the Company was duly constituted. The Board of Directors as on March 31, 2026:

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2025-26 Krishival Foods Limited (Annual Report)

S. No. Name of the Director Designation Date of Appointment
1. Sujit Sudhakar Bangar Chairperson and Whole-Time Director July 12, 2025
2. Aparna Sujit Bangar Managing Director March 21, 2014
3. Nana Prakash Mhaske Executive Director March 21, 2014
4. Anant Pandurang Kulkarni Executive Director March 21, 2014
5. Shailesh Jain Non-Executive Independent Director August 6, 2021
6. Sunil Kumar Agarwal Non-Executive Independent Director October 1, 2021
7. Neeraj Kulbhushan Taandon Non-Executive Independent Director August 6, 2021
8. Hrushikesh Bahekar Non-Executive Independent Director July 16, 2025

There were following changes in the Board of Directors of the Company during the Financial year:

Cessation of Ms. Aparna Sujit Bangar (DIN: 05332039), as the Chairperson of the Company with effect from July 11, 2025. However, she shall continue to serve as the Managing Director of the Company.

Appointment of Mr. Sujit Sudhakar Bangar (DIN: 07871115) as the new Chairperson and Whole-Time Director of the Company with effect from July 12, 2025

Appointment of Mr. Hrushikesh Bahekar as a Non-Executive Independent Director of the Company with effect from July 16, 2025.

Reappointment of Mr. Shailesh Kumar Jain (DIN: 08531336) as a Non-Executive Independent Director of the Company for a second term of five consecutive years commencing from August 6, 2026 and ending on August 5, 2031, subject to approval of the Members in the ensuring AGM

Reappointment of Mr. Neeraj Kulbhushan Taandon (DIN: 08747380) as a Non-Executive Independent Director of the Company for a second term of five consecutive years commencing from August 6, 2026 and ending on August 5, 2031, subject to approval of the Members in the ensuring AGM

Reappointment of Mr. Sunil Kumar Agarwal (DIN: 08676321) as a Non-Executive Independent Director of the Company for a second term of five consecutive years

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2025-26 Krishival Foods Limited (Annual Report)

commencing from October 1, 2026 and ending on September 30, 2031, subject to approval of the Members in the ensuring AGM

19. MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD

During the year under review, 21 (Twenty-One) meetings of the Board of Directors were held details of which are given in the Corporate Governance Report which is annexed as Annexure-6 to this Report.

Further, during the year under review the Committees of Board of Directors were duly constituted and their meetings were conducted in accordance with the Act and the Listing Regulations, details of which are given in the Corporate Governance Report which is annexed as Annexure-6 to this Report.

20. DETAILS OF THE INDEPENDENT DIRECTORS, THEIR MEETINGS AND 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

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

During the year under review, a meeting of Independent Directors of the Company was held twice without presence of the other Directors and Members of the Management of the Company.

Further, in the opinion of the Board, the Independent Directors fulfill the conditions of Listing Regulations, and are independent of the management of the Company. The Independent Directors have complied with the code prescribed in Schedule IV of the Act.

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:

21. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received annual declarations from all the Independent Directors as per Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations confirming that they meet the criteria of independence and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act 2013. Based on the declarations received from the Independent Directors, the Board of Directors recorded its opinion that all the Independent Directors are independent of the management and have fulfilled the

Page 17

conditions as specified under the governing provisions of the Act read with the rules made thereunder and the Listing Regulations.

22. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Tamanna Parmar & Associates, Chartered Accountants, having ICAI Firm Registration No. 014444C, were appointed as the Statutory Auditors of the Company at the 7th Annual General Meeting (AGM) held on October 11, 2021, to hold office till the conclusion of the 12th AGM of the Company to be held in the year 2026.

Further, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 04, 2026, has proposed the re-appointment of M/s. Tamanna Parmar & Associates, Chartered Accountants, having ICAI Firm Registration No. 014444C, as the Statutory Auditors of the Company for a second term of five consecutive years, to hold office from the conclusion of the ensuing AGM till the conclusion of the AGM of the Company to be held in the year 2031, subject to the approval of the members in the ensuring AGM

23. STATUTORY AUDIT REPORT

The auditors determines that the Company provides a fair and accurate representation of its financial position by examining its financial transactions. They report to the shareholders and other stakeholders on the financial statements of the Company.

Pursuant to Section 139 and 141 of the Act and relevant Rules made thereunder, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors in their report for the financial year 2025-26 have given unmodified opinion.

24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors of the company have reported any instance of fraud in respect of the Company, by its officers or employees under section 143(12) of the Act.

25. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

During the year under review, the Board of Directors in their meeting held on August 25, 2025 have appointed DSM and Associates, Practicing Company Secretary as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Years 2025-26 to F.Y. 2029-30.

The Secretarial Audit Report (MR-3) for the FY ended on March 31, 2026 is annexed as Annexure 8. The MR-3 is self-explanatory and does not call for any further comments. The MR-3 does not contain any qualification, reservation, adverse remark or disclaimer.

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INTERNAL AUDITOR

M/s Manant Jain & Co is the Internal Auditor for the FY 2025-26. The Board of Directors in their meeting held on May 24, 2024 have re-appointed M/s Manant Jain & Co as the Internal Auditor for a period of three years from FY 2024-25 to FY 2026-27.

27. COST AUDITOR REPORT AND COST RECORD

The Company is neither required to appoint Cost Auditor nor require to maintain cost records as specified by the Central government under Sub-section (1) of Section 148 of the Act. Accordingly, consequently such accounts and records are not made and maintained by the Company.

28. PARTICULARS OF EMPLOYEES

The remuneration of the Directors and employees exceed the criteria prescribed in Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which is attached as Annexure 4

The detailed information 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 upon request.

29. ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA) AND ARTICLES OF ASSOCIATION:

During the year under review, the Company has altered its Memorandum of Association pursuant to the approval of the members, for the purpose of increase in the Authorised Share Capital of the Company from existing 24,50,00,000/- (Rupees Twenty-Four Crores and Fifty Lakhs only) divided into 2,45,00,000 (Two Crore Forty-Five Lakhs) Equity Shares of 10/- (Rupees Ten) each to 30,00,00,000/- (Rupees Thirty Crores only) divided into 3,00,00,000 (Three Crores) Equity Shares of 10/- (Rupees Ten) each.

There has been no change in the Articles of Association of the Company during the year under review.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company has constituted the Corporate Social Responsibility Committee (CSR Committee) in accordance with Section 135 of the Act, the details of which have been provided in the Corporate Governance Report, which forms part of this Annual Report.

The Annual Report on CSR activities as required to be given under the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in Annexure 5.

The Company has adopted its Corporate Social Responsibility Policy (the CSR Policy) in line with the provisions of the Act. The CSR Policy deals with objectives, scope/areas of CSR activities, implementation and monitoring of CSR activities, CSR budget, reporting, disclosures

Page 19

etc. The web link for the policy on Corporate Social Responsibility is as under:

31. RISK MANAGEMENT

The Company has an adequate risk management framework in place capable of addressing those risks. The Risk Management framework is in place to identify, prioritise, mitigate, monitor and appropriately report any significant threat to the organisations strategic objectives, its reputation, operational continuity, environment, compliance, and the health & safety of its employees.

The purpose of the Risk Management plan is to institutionalize a formal risk management function and framework in the Company for identifying, assessing, monitoring and managing its business risk including any material changes to its risk profile. The Risk Management policy is placed on the website of the Company at

32. NOMINATION AND REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of the Listing Regulations, the Company has a remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company. The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management and other employees of the Company.

The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company. The salient features of the Nomination and Remuneration Policy are stated in the Report on Corporate Governance, which forms part of the Annual Report.

The web link to the Nomination and Remuneration Policy is as under:

33. RELATED PARTY TRANSACTIONS

The details of contract or arrangements made with the related parties in accordance with the provisions of Section 188 of the Act are provided in the prescribed Form AOC-2 as Annexure-2. The transaction with related party is within the limit prescribed under section 188 of Companies Act 2013 and under regulation 23 of SEBI (LODR) 2015.

Subsequent to the end of the financial year, our company has approved the related party transaction(s) with related parties of the Company for an aggregate amount up to Rs. 200 Crore, subject to the approval of the members in the ensuing Annual General Meeting of the Company;

The policy on Related Party Transactions is available on the website of the Company at

Page 20

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:

35. CODE OF CONDUCT:

To comply with the requirements of Regulation 17(5) of the Listing Regulation, the Company has adopted Code of Conduct for Board of Directors and Senior Management Personnel (the Code). All Board members and senior management personnel have confirmed compliance with the Code for the year 2025-26. The code requires directors and employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner.

36. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, is annexed as Annexure-7 of this Report.

37. BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, 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. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) as issued and amended from time to time by the Institute of Company Secretaries of India (ICSI) in terms of Section 118(10) of the Act.

Page 21

CORPORATE GOVERNANCE During the year under review, the provisions of 15(2) of the Listing Regulations the provisions mentioned in the Regulations 17 to 27 of the Listing Regulations were applicable to the Company. A separate report on Corporate Governance which is annexed as Annexure-6 of this Report.

40. 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 Act read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure-3.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

During the year under review, the provisions of Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and Sustainability Report (BRSR) was not applicable to the Company.

42. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) COMPANIES 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 Sujit Bangar, Shailesh Kumar Jain and Sunil Kumar Agarwal are the Members. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

A Number of complaints of Sexual Harassment received in the Year Nil
B Number of Complaints disposed off during the year Nil
C Number of cases pending for more than ninety days Nil

43. MATERNITY BENEFIT

The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. During the year under review, the Company has continued to provide maternity benefits to its eligible women employees, including paid maternity leave, medical bonus, and other statutory entitlements.

Page 22

Additionally, the Company has adopted progressive HR policies that support the well-being of women employees through flexible work arrangements, extended maternity support in special cases, and awareness initiatives regarding maternal health and work-life balance.

These initiatives underscore the Companys commitment to fostering a supportive, inclusive, and equitable workplace.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

During the year under review, there were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of this Report. As such, no specific details are required to be given or provided.

PARTICULAR OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF COMPANIES ACT, 2013

The 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 Act are given in the notes to the financial accounts forming part of the Annual Report. Except stated in AOC-2

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

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

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.

During the year under review, there was no one time settlement done with any bank or any financial institution.

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, 2026, there are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operation.

Page 23

ADEQUACY OF INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Review of the internal financial controls environment of the Company was undertaken during the year under review which covered verification of entity level control, process level controls and IT controls, review of key business processes and analysis of risk control matrices, etc. During the period under review, effectiveness of internal financial controls was evaluated. In addition, the policies and procedures have been designed to ensure the safeguarding of the Companys assets; the prevention and detection of frauds and errors; the accuracy and completeness of the accounting records; and the timely preparation of reliable financial information. The Companys internal control systems are supplemented by an extensive program of internal audit by an independent firm of Chartered Accountants. Internal audits are conducted at regular intervals and a summary of the observations and recommendations of such audit along with management reply are placed before the Audit Committee of the Board. The Companys system and process relating to internal controls and procedures for financial reporting provide a reasonable assurance to the Statutory Auditors regarding the reliability of financial reporting and the preparation of financial statement in accordance with applicable Indian Accounting Standards, the Act read with the rules made thereunder, SEBI regulations and all other applicable regulatory/statutory guidelines, etc. The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, forming part of this Annual Report.

49. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Review of the internal financial controls environment of the Company was undertaken during the year under review which covered verification of entity level control, process level controls and IT controls, review of key business processes and analysis of risk control matrices, etc. During the period under review, effectiveness of internal financial controls was evaluated. In addition, the policies and procedures have been designed to ensure the safeguarding of the Companys assets; the prevention and detection of frauds and errors; the accuracy and completeness of the accounting records; and the timely preparation of reliable financial information. The Companys internal control systems are supplemented by an extensive program of internal audit by an independent firm of Chartered Accountants. Internal audits are conducted at regular intervals and a summary of the observations and recommendations of such audit along with management reply are placed before the Audit Committee of the Board. The Companys system and process relating to internal controls and procedures for financial reporting provide a reasonable assurance to the Statutory Auditors regarding the reliability of financial reporting and the preparation of financial statement in accordance with applicable Indian Accounting Standards, the Act read with the rules made thereunder, SEBI regulations and all other applicable regulatory/statutory guidelines, etc. The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, forming part of this Annual Report.

The Companys internal control systems are supplemented by an extensive program of internal audit by an independent firm of Chartered Accountants. Internal audits are conducted at regular intervals and a summary of the observations and recommendations of such audit along with management reply are placed before the Audit Committee of the Board. The Companys system and process relating to internal controls and procedures for financial reporting provide a reasonable assurance to the Statutory Auditors regarding the reliability of financial reporting and the preparation of financial statement in accordance with applicable Indian Accounting Standards, the Act read with the rules made thereunder, SEBI regulations and all other applicable regulatory/statutory guidelines, etc. The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, forming part of this Annual Report.

50. 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, 2026 and of the profit for the Company for the year ended March 31, 2026; (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.

Page 24

MISCELLANEOUS:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of Sweat Equity Shares to the employees of the Company.

Buyback of shares.

Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its WOS.

52. ACKNOWLEDGEMENT

The directors are highly grateful for all the guidance, support and assistance received from the Governments of various states in India, concerned Government departments, Financial Institutions and Banks.

The directors place on records their deep appreciation to all employees for their hard work, unstinted dedication and commitment and continued contribution at all levels in the performance of the company. The directors also take this opportunity to thank all shareholders, suppliers, distributors, retailers, directors, auditors, Government and regulatory authorities, for their continued support.

The directors appreciate the continued co-operation and support received from its customers that has enabled the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. The Board look forward for their continued support in future.

For and on Behalf of the Board of Directors of Krishival Foods Limited

Sd/- Aparna Sujit Bangar Managing Director DIN:05332039

Sd/- Sujit Sudhakar Bangar Chairperson and Whole-time Director DIN:07871115

Page 25

2025-26

ANNEXURES TO THE DIRECTORS REPORT

Annexure 1 Details of Subsidiary/Joint Ventures/Associate Companies AOC-1

Annexure 2 Details of Contracts and Arrangement made with Related Parties in terms of provisions of Section 188 AOC-2

Annexure 3 Particulars of energy conservation, technology absorption and foreign exchange earnings and outgo required under the section 134 (3)(m) of the companies act and companies (accounts) rules, 2014

Annexure 4 The information required under Section 197 (12) of the Companies Act, 2013 and the Rule 5 of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014, in respect of employees of the Company

Annexure 5 Annual Report on CSR activities

Annexure 6 Corporate Governance Report

Annexure 7 Management Discussion and Analysis Report

Annexure 8 Secretarial Audit Report in Form MR 3

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2025-26 Krishival Foods Limited (Annual Report) krishival nuts

ANNEXURE-1

Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part A: Subsidiaries

Particulars Name of the subsidiary
Melt N Mellow Foods Private Limited Siddhivinayak Cashew Industries Private Limited
The date since when subsidiary was acquired September 16, 2024 January 08, 2022
Reporting period for the subsidiary concerned, if different from the holding companys reporting period N.A. N.A.
Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries. N.A. N.A.
Year Ended on March 31, 2026 March 31, 2026
Share capital 17 300
Reserves & surplus 1,935.71 -45.13
Total assets 9,164.27 848.46
Total Liabilities 9,164.27 848.46
Investments NIL NIL
Turnover 9,022.04 3.46
Profit before taxation 156.99 -11.96
Provision for taxation 4.26 0.08
Profit after taxation 152.73 -11.88
Proposed Dividend - -
% of shareholding 52.94% 100%

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2025-26 Krishival Foods Limited (Annual Report)

Subsidiaries which are yet to commence operations

SN Name of the subsidiary
-- --

Subsidiaries which have been liquidated or sold during the year

SN Name of the subsidiary
-- --

Part B: Associates and Joint Ventures - NIL

For and on Behalf of the Board of Directors of Krishival Foods Limited

Sd/- Aparna Sujit Bangar Managing Director DIN:05332039

Sd/- Sujit Sudhakar Bangar Chairperson and Whole-time Director DIN:07871115

Sd/- Rahul Suresh Gawande Company Secretary Mem.No.:A49344

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2025-26 Krishival Foods Limited (Annual Report) (Annual Report) (Annual Report) (Annual Report) (Annual Report)

ANNEXXURE-2 FORM NO. AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

Details of contracts or arrangements or transactions not at Arms length basis.

SL. No. Particulars Details
a) Corporate identity number (CIN) or foreign company registration number (FCRN) or Limited Liability Partnership number (LLPIN) or Foreign Limited Liability Partnership number (FLLPIN) or Permanent Account Number (PAN)/Passport for individuals or any other registration number NOT APPLICABLE
b) Name (s) of the related party & nature of relationship
c) Nature of contracts/arrangements/transaction
d) Duration of the contracts/arrangements/transaction
e) Salient terms of the contracts or arrangements or transaction including the value, if any
f) Justification for entering into such contracts or arrangements or transactions
g) Date of approval by the Board
h) Amount paid as advances, if any
i) Date on which the special resolution was passed in General meeting as required under first proviso to section 188
j) SRN of MGT-14

Page 29

Details of contracts or arrangements or transactions at Arms length basis.

(Rs. In Crore)

Sr. No. Particulars Details
Name (s) of the related party, CIN or LLPIN or PAN for individuals or any other registration No. & nature of relationship Nature of contracts/arrangements/transaction Duration of the contracts/arrangements/transaction Salient terms of the contracts or arrangements or transaction including the value, if any Date of approval by the Board Amount paid as advances, if any
--- --- --- --- --- --- ---
1. Siddhivinayak Cashew Industries Private Limited, ABGCS9724B and Subsidiary Loan Given F.Y. 2025-26 Rs. 117.28 May 30, 2025 N.A.
Given office on Rent F.Y. 2025-26 Rs. 1.45 May 30, 2025 N.A.
Investment F.Y. 2025-26 Rs. 200.00 May 30, 2025 N.A.
Loan Received back F.Y. 2025-26 Rs. 94.00 May 30, 2025 N.A.
2. SSBA Innovations Limited, AAZCS0796D and Common Director company Sale of Goods F.Y. 2025-26 Rs. 1.70 May 30, 2025 N.A.
Given office on Rent F.Y. 2025-26 Rs. 3.46 May 30, 2025 N.A.
Software Development Exp F.Y. 2025-26 Rs. 58.00 May 30, 2025 N.A.
Professional Fees F.Y. 2025-26 Rs. 15.50 May 30, 2025 N.A.

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2025-26

3. Melt N Mellow Foods Private Limited, AAMCM8192L and Subsidiary Sale of Goods F.Y. 2025-26 Rs.13.82 May 30, 2025 N.A.
Loan Given F.Y. 2025-26 Rs. 2,285.00 May 30, 2025 N.A.
Interest Income F.Y. 2025-26 285.28 May 30, 2025 N.A.
Investment in Shares F.Y. 2025-26 288.22 May 30, 2025 N.A.
4. Empyrean Healthcare Private Limited, AAECE2228H and Common Director company Given office on Rent F.Y. 2025-26 Rs. 1.20 May 30, 2025 N.A.
5. SSB Capital Advisors, AIVPB1097R and Common Director company Given office on Rent F.Y. 2025-26 Rs. 2.79 May 30, 2025 N.A.
Professional Fees F.Y. 2025-26 Rs. 10.00 May 30, 2025 N.A.
6. Empyrean Enviro, AADFE5676P and Common Director company Given office on Rent F.Y. 2025-26 Rs. 3.00 May 30, 2025 N.A.
Purchase of goods and Labour Charges F.Y. 2025-26 Rs. 17.14 May 30, 2025 N.A.
Sale of goods F.Y. 2025-26 Rs. 17.72 May 30, 2025 N.A.
7. Aikaara Technologies Private Limited ABJCS4814K and Common Director company Software Development F.Y. 2025-26 Rs. 81.22 May 30, 2025 N.A.

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2025-26 Krishival Foods Limited (Annual Report)

For and on Behalf of the Board of Directors of

Krishival Foods Limited

Sd/- Aparna Sujit Bangar Managing Director DIN:05332039

Sd/- Sujit Sudhakar Bangar Chairperson and Whole-time Director DIN:07871115

Place:Mumbai Date:September2,2026

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2025-26 Krishival Foods Limited (Annual Report)

ANNEXURE 3

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

(a) The steps taken or impact on energy conservation during the year:

The Company has taken adequate measures to conserve energy by continuous monitoring and effective use of energy, which is a continuous process.

(b) The steps taken by the company for utilization alternate sources of energy: NIL

(c) Additional capital investment and proposals, if any, being implemented for reduction of consumption of energy:

No additional investment proposed.

(d) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

Since it is continuous process of monitoring and usage, the impact is not quantifiable.

(e) During the year company has only consumed electricity as follows:

Total Electricity Expenses (in Lakhs)

2025-26 2024-25 102.12/- 84.12/-

B. TECHNOLOGY ABSORPTION

Particulars with respect to technology absorption are given below:

A. Research and Development (R & D)

i. Specific areas in which R & D carried out by the Company:

The Company has not carried out any research and development activities during the year under review.

ii. Benefits derived as a result of the above R & D: Not Applicable

iii. Future plan of Action: NIL

iv. Expenditure on R & D: NIL

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2025-26

B. Technology absorption, adoption and innovations: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Earnings: Rs. 3,12,05,428/- Total Outgo: Rs. 1,00,93,72,187/-

For and on Behalf of the Board of Directors of Krishival Foods Limited

Sd/- Aparna Sujit Bangar Managing Director DIN: 05332039

Sd/- Sujit Sudhakar Bangar Chairperson and Whole-time Director DIN: 07871115

Page 34

2025-26 Krishival Foods Limited (Annual Report)

ANNEXURE-4

Details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Independent Directors are paid sitting fees at a fixed rate per meeting of the Board or the Committee attended by them and as such the same cant compare with the remuneration to the employees.

S. No. Particular
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year
1. Aparna Sujit Bangar: 31.70
2. Sujit Sudhakar Bangar: 9.84
3. Anant Pandurang Kulkarni: 7.45
4. Nana Prakash Mhaske: 12.68
(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: 18.99%
(iii) The percentage increase in the median remuneration of employees in the financial year: 17.84%
(iv) The number of permanent employees on the rolls of company: 79 as on March 31, 2026
(v) Employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average increase in remuneration of employees excluding KMP in last financial year was 17.84%. The remuneration of the KMP is decided based on the individual performance as well as performance of the Company, inflation, prevailing industry trends and benchmarks.
(vi) Affirmation that the remuneration is as per the remuneration policy of the Company. Remuneration paid during the year ended March 31, 2026, was as per the Remuneration Policy of the Company.

For and on Behalf of the Board of Directors of Krishival Foods Limited

Sd/- Aparna Sujit Bangar Managing Director DIN:05332039

Sd/- Sujit Sudhakar Bangar Chairperson and Whole-time Director DIN:07871115

Page 35

2025-26 Krishival Foods Limited (Annual Report)

ANNEXURE-5

Annual Report on Corporate Social Responsibility Activities (Pursuant to the Companies (Corporate Social Responsibility) Rules, 2014)

1. Brief outline on CSR Policy of the Company:-

Company is committed to its stakeholders to conduct its business in a responsible manner that creates a sustained positive impact on the society. This means working with the underserved communities to improve the quality of their life, promoting education, and healthcare and preserve the ecosystem that supports the communities and the Company.

2. Composition of CSR Committee:-

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013 (the Act), The Company has a Corporate Social Responsibility Committee (the CSR Committee). This Policy covers the proposed CSR activities to be undertaken by the Company and ensuring that they are in line with Schedule VII of the Act as amended from time to time. It covers the CSR activities which are being carried out in India only and includes strategy that defines plans for future CSR activities.

COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has Corporate Social Responsibility Committee during the year comprising the following directors:-

Sl. No. NAME OF DIRECTOR DESIGNATION/NATURE OF DIRECTORSHIP NUMBER OF MEETINGS OF CSR COMMITTEE HELD DURING THE YEAR NUMBER OF MEETINGS OF CSR COMMITTEE ATTENDED DURING THE YEAR
1 Ms. Aparna Bangar Chairperson 2 2
2 Mr. Shailesh Jain Member 2 2
3 Mr. Sunil Kumar Agarwal Member 2 2

Web-link where composition of CSR Committee, CSR policy and CSR projects approved by the board are disclosed on the website of the Company:

The same is placed on the Companys website at- (For CSR Policy), (For CSR Committee) and (For CSR Projects approved by the Board)

Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).

Not Applicable

Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any:

Not Applicable

Sl. No. Financial Year Amount available for set-off from preceding financial years (in Rs) Amount required to be set-off for the financial year, if any (in Rs)
1 FY 2024-25 17,125.18/- 0.00
TOTAL 17,125.18/- 0.00

Average net profit of the company as per section 135(5): 13,54,30,338.56/-

7a. Two percent of average net profit of the company as per section 135(5): 27,08,607/-

7b. Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL

7c. Amount required to be set off for the financial year, If Any: NIL

7d. Total CSR obligation for the financial year (7a + 7b - 7c): 27,08,607/-

(a) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year. (Rs. 27,08,607/-) Amount Unspent (in Rs.)
Total Amount transferred to Unspent CSR Account as per section 135(6). Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
Amount. Date of transfer. Name of the Fund Amount. Date of transfer.
NA NA NA NA NA

(b) Details of CSR amount spent against ongoing projects for the financial year:

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl. No Na me of the Project. Item from the list of activities in Schedule VII to the Act. Local area (Yes/ No). Location of the project. Project duration. Amount allocated for the project (in Rs.). Amount spent in the cur rent financial Year (in Rs.). Amount transferrd to Unspent CSR Account for the project as per Section 135(6) (in Rs.). Mode of Implementation Direct (Yes/N o). Mode of Implementation - Through Implementing Agency
State. District. Name CSR Registration number.
1 . NOT APPLICABLE
Total

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(1) (2) (3) (4) (5) (6) (7) (8)
Sl. No. Name of the Project Item from the list of activities in schedule VII to the Act. Local area (Yes/ No). Location of the project. Amount spent for the project (in Rs.). Mode of implementation Direct (Yes/No ). Mode of implementation - Through implementing agency.
State. District. Name. CSR registration number.
1. Promoting education Promoting education Yes Maharas htra Dharashiv 27,08,607 No. Janmbhumi Bahu- Uddeshiya CSR00100 797

(d) Amount spent in Administrative Overheads: NIL

(e) Amount spent on Impact Assessment, if applicable: NIL

(f) Total amount spent for the Financial Year (8b + 8c + 8d + 8e): 27,08,607/-

(g) Excess amount for set off, if any: NA

Sl. No. Particular Amount (in Rs.)
(i) Two percent of average net profit of the company as per section 135(5) 27,08,607/-
(ii) Total amount spent for the Financial Year 27,08,607/-
(iii) Excess amount spent for the financial year [(ii)-(i)] 0
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any NA
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 0

(a) Details of Unspent CSR amount for the preceding three financial years:

Sl. No. Preceding Financial Year. Amount transferred to Unspent CSR Account under section 135 (6) (in Rs.) Amount spent in the reporting Financial Year (in Rs.). Amount transferred to any fund specified under Schedule VII as per section 135(6), if any. Amount remaining to be spent in succeeding financial years. (in Rs.)
Name of the Fund Amount (in Rs). Date of transfer.
1. NOT APPLICABLE
TOTAL

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

(1 )_ (2) (3) (4) (5) (6) (7) (8) (9)
Sl N o. Project ID. Name of the Project Financial Year in which the project was commenced. Project duration. Total amount allocated for the project (in Rs.). Amount spent on the project in the reporting Financial Year (in Rs). Cumulative amount spent at the end of reporting Financial Year. (in Rs.) Status of the project Completed /Ongoing.
1. NOT APPLICABLE
TOTA L

In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details). - NOT APPLICABLE

a. Date of creation or acquisition of the capital asset(s). b. Amount of CSR spent for creation or acquisition of capital asset. c. Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. d. Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).

Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5)- NOT APPLICABLE

For and on Behalf of the Board of Directors of Krishival Foods Limited

Sd/- Aparna Sujit Bangar Managing Director DIN:05332039

Sd/- Sujit Sudhakar Bangar Chairperson and Whole-time Director DIN:07871115

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