Krishival Foods Ltd Directors Report

To,

The Members,

Krishival Foods Limited ("The Company")

(Formerly known as Empyrean Cashews Limited)

The directors have pleasure in presenting 10^th Annual Report together with the Audited Financial Statement of the Company for the Financial Year (FY) ended March 31, 2024.

1. FINANCIAL RESULTS

The Companys financial performance during the year 2023-24 is summarized below:

Particulars	STANDALONE		CONSOLIDATED
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations	10,261.73	7,002.94	10,260.29	7,002.94
Other Income	214.11	118.82	209.92	110.95
Total Income	10,475.83	7,121.76	10,470.21	7,113.89
Less: Depreciation & Amortization	197.78	140.04	197.78	140.04
Less: Expenses	9,044.96	6,058.72	9,054.85	6,061.18
Profit before Taxation and Extraordinary Items	1,233.09	923.00	1,217.58	912.67
Add (Less): Exceptional Items	0	0	0.00	0.00
Profit before Tax	1,233.09	923.00	1,217.58	912.67
Tax Expense:
a) Current Tax	272.30	229.40	272.30	229.40
b) Deferred Tax (Excess)/Short provision for tax pertaining	(15.67)	16.99	(15.67)	16.99
to prior years
Profit after Tax	976.46	676.60	960.95	666.26
Earnings per Share (Basic)	4.57	3.42	4.49	3.37
Earnings per Share (Diluted)	4.57	3.41	4.49	3.37

2. 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.

On a Consolidated basis, the Companys total income for the year under review is Rs. 10,470.21 Lakh as compared to Rs. 7,113.89 Lakh in the previous year thereby registering growth of 47.18% over the previous year.

On a Standalone basis, the Companys total income for the year under review was Rs. 10,475.83 Lakhs as compared to Rs. 7,121.76 Lakhs in the previous year thereby registering growth of 47.10% over the previous year. Further, during the year under review the net profits of the Company was Rs. 976.46 Lakhs as compared to Rs. 676.60 Lakhs in the previous year.

3. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Audited Financial Statement of the Company and its wholly-owned subsidiary for FY 2023-24 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.

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

The Company has one Wholly Owned Subsidiary ("WOS") namely, Siddhivinayak Cashew Industries Private Limited (CIN U15130MH2021PTC368578) having its registered office in Maharashtra, India.

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

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.

The Consolidated Audited Financial Statement are open for inspection and are also available at the website of the Company which can be accessed at: https://krishival.com/pages/our-group-companies 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, the name of the company has been changed from "Empyrean Cashews Limited" to "Krishival Foods Limited" vide/via Special Resolution passed by the members of the Company through Postal Ballot and certificate of incorporation pursuant to the change of name has been issued by the Registrar of Companies (Ministry of Corporate Affairs) on April 24, 2023.

The National Stock Exchange of India Ltd. ("NSE") has issued an approval letter for the change of name on May 16, 2023.

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 2023-24 as required under Section 92(3) of the Act read with The Companies (Management and Administration) Rules, 2014 is available at https://krishival.com/pages/investors-desk

8. TRANSFER TO RESERVES

The Company has transferred Rs. 976.46 lakhs profit to reserves during the financial year under review.

9. DIVIDEND

The Board of Directors in their meeting held on May 24, 2024 has recommended a final dividend on Equity Shares @ Rs.0.20 per Equity Share having a Face Value of 10/- (Rupees Ten Only) for the Financial Year ended March 31, 2024 amounting to Rs.

44,59,028.20/- payable to those shareholders, whose names appears in Register of Members / List of Beneficial Owners provided by the Depositories on the record date, subject to the approval of members in the ensuing Annual General Meeting.

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: https://krishival.com/pages/investors-desk

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 2022-23 and 2023-24 and the last date for claiming such dividends are given below:

Financial Year	Date of Declaration of Dividend	Unclaimed Amount as on March 31, 2024	Due Date for transfer to IEPF
2022-23	June 23, 2022	7,170.95	On completion of 7 years from the date of declaration of dividend
2023-24	July 22, 2023	8,742.44	On completion of 7 years from the 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, the Company has increased its authorized capital from 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- Five Lakhs) Equity Shares of Rs. 10/- (Rupee Ten only) each ranking pari-passu in all respect with the existing Equity Shares of the Company and the Capital Clause of the Memorandum of Association of the Company was altered accordingly.

The Company had issued 25,00,000 warrants in the previous financial year and during the year under review the same were converted into equivalent number of Equity Shares of the Company for which NSE has issued approval letter for trading of these Equity Shares on NSE SME Emerge Trading Platform ("Stock Exchange").

The Company has not issued any Equity Shares with differential rights, sweat equity shares or bonus shares. The Company has only one class of equity shares with a face value of Rs.10/- each, ranking pari passu.

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

During the previous financial year, the shareholders of the Company had granted their approval for issuing 25,00,000 convertible warrants in their Extraordinary General Meeting held on March 4, 2023.

Pursuant to the provisions of the Listing Regulations, 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.

Details of issue are as follows:

Date of Issue Warrants	March 4, 2023	March 4, 2023
Date of Allotment Warrants	March 18, 2023	March 18, 2023
Number of Warrants	22,00,000	3,00,000
Method of allotment Warrants	Preferential Issue	Preferential Issue
Date of Allotment of Equity Shares upon conversion of warrants	August 23, 2023	May 25, 2023
Date of approval letter issued by Stock Exchange for	September 20, 2023	June 16, 2023
trading in the Equity Shares (converted warrants)
Issue Price	Rs.257/- per share (including premium of Rs.247/- per share)	Rs.257/- per share (including premium of Rs.247/- per share)
Conversion price	Rs.257/- per share (including premium of Rs.247/- per share)	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	22.00. 000 Equity shares were allotted pursuant to conversion of 22.00. 000 warrants to Tano Investment Opportunities Fund	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	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	Nil

Disclosures of Event and Information pursuant to Regulation 30 of the Listing Regulations read with SEBI Circular number CIR/CFD/CMD/4/2015 dated September 09, 2015 are available on the website of the company at https://krishival.com/pages/investors-desk

14. EMPLOYEE STOCK OPTIONS PLAN 2023- ECL ESOP

During the year under review, the Nomination and Remuneration Committee in their meeting held on April 10, 2023 and February 28, 2024 has granted 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

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: https://krishival.com/pages/investors-desk

Sr. Particulars No.	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 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	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 during the year	April 10, 2023 534000 February 28, 2024 20,400 Total = 5,54,400
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	14,20,600 (19,75,000 - 5,54,400)
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	Not Applicable
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: -	5,54,400 options were granted during 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;	April 10, 2023 534000 February 28, 2024 20,400 Total = 5,54,400
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: https://krishival.com/pages/investors- desk

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, 2024 - 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 INE0GGO01015.

The Company has entered into agreements with both the Depositories i.e., National Securities Depository Limited and Central Depository Services (India) Limited. Shareholders can open their accounts with any of the Depository Participant registered with the above-mentioned depositories.

The Equity Shares of the Company are frequently traded at NSE. The detailed information is covered in the Corporate Governance Report forming part of this Annual Report.

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 term of Ms. Aparna Morale Bangar having DIN: 05332039 (Designation: Chairman & Managing Director of the Company), Mr. Nana Prakash Mhaske having DIN: 01911731 (Designation: Executive Director Cum Chief Executive Officer) and Mr. Anant Pandurang Kulkarni having DIN: 01887356 (Designation: Executive Director Cum Chief Financial Officer) will expire on 15^th August, 2024. Further, their appointment has been recommended to the members for their approval in the ensuing 10^th Annual General Meeting ("AGM").

19. MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD

During the year under review, five 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 once 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: https://krishival.com/pages/investors-desk

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 Act. 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 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 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 the Company at the 7th Annual General Meeting ("AGM") held on 11th October, 2021, who shall hold office till the conclusion of the 12^th AGM of the Company which will be held in the year 2026.

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 2023-24 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

M/s MNB & Co. LLP, Practicing Company Secretary, is the Secretarial Auditor of the Company for the FY 2023-24. Further, pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations the Board of Directors in their meeting held on May 24, 2024 have re-appointed M/s MNB & Co. LLP, Practicing Company Secretary as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Years 2024-25 to 2026-27.

The Secretarial Audit Report (MR-3) for the FY ended on March 31, 2024 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.

26. INTERNAL AUDITOR

M/s Manant Jain & Co is the Internal Auditor for the FY 2023-24. Further, 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 do not 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, there has been no change in the MOA and AOA of the Company except in the Capital Clause of the MOA as mentioned above in the particulars of the Change in Share Capital.

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 etc. The web link for the policy on Corporate Social Responsibility is as under: https://krishival.com/pages/investors-desk

31. RISK MANAGEMENT

The Companys financial, operational and compliance controls are embedded in the business processes. The Board has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee provides additional oversight in the areas of financial risks and controls. The major risks identified by the business are systematically addressed through mitigation actions on a continual basis. The Companys management systems, organisational structures, processes, standards, code of conduct and behaviors collectively form the Risk Management System that governs how the Company conducts its business and manages associated risks.

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 plan is placed on the website of the Company at https://krishival.com/pages/investors-desk

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: https://krishival.com/pages/investors-desk

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

The policy on Related Party Transactions is available on the website of the Company at https://krishival.com/pages/investors-desk

34. 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.com/pages/investors-desk

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 2023-24. 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.

39. CORPORATE GOVERNANCE

During the year under review, as per the provisions of 15(2) of the Listing Regulations the provisions mentioned in the Regulations 17 to 27 of the Listing Regulations were not applicable to the Company. However, the Company has voluntary given 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 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

43. 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.

44. PARTICULARS 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.

45. 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.

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

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.

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

47. 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, 2024, 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.

48. 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. 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, 2024 and of the profit for the Company for the year ended March 31, 2024;

(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.

50. 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:

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

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

3. Buyback of shares.

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

51. 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.