Krishival Foods Ltd Directors Report

To,

The Members,

Krishival Foods Limited ("The Company")

The directors have pleasure in presenting 11^th Annual Report together with the Audited Financial Statement of the Company for the Financial Year (FY) ended March 31, 2025.

1. FINANCIAL RESULTS

The Companys financial performance during the year 2024-25 is summarized below:

(Rs. In Lakhs)

Particulars	STANDALONE		CONSOLIDATED
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from	17,323.30	10,261.73	20,223.24	10,260.29
Operations
Other Income	222.71	214.16	407.27	210.07
Total Income	17,546.01	10,475.98	20,630.51	10,470.37
Less: Depreciation &	322.68	204.19	435.20	204.19
Amortization
Less: Expenses	15,316.51	9,039.96	18,222.94	9,054.85
Profit before Taxation	1,906.82	1,231.83	1972.37	1,216.36
and Extraordinary Items
Add (Less): Exceptional	0.00	0.00	0.00	0.00
Items
Profit before Tax	1,906.82	1,231.83	1972.37	1,216.36
Tax Expense:
a) Current Tax	531.74	296.74	564.72	296.74
b) Deferred Tax	21.54	(15.63)	53.10	(15.63)
(Excess)/Short
provision for tax
pertaining to
prior years
Profit after Tax	1,353.54	950.73	1354.55	935.25
Earnings per Share	6.07	4.45	6.08	4.37
(Basic)
Earnings per Share	6.07	4.45	6.08	4.37
(Diluted)

2. 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. 17,546.01 Lakhs as compared to Rs. 10,475.98 Lakhs in the previous year thereby registering growth of 67.47% over the previous year. Further, during the year under review the net profits of the Company was Rs. 1,353.54 Lakhs as compared to Rs. 950.73 Lakhs in the previous year.

CONSOLIDATED:

On a Consolidated basis, the Companys total income for the year under review is Rs. 20,630.51 Lakh as compared to Rs. 10,470.21 Lakh in the previous year thereby registering growth of 97.04% over the previous year.

The Consolidated Audited Financial Statement of the Company and its Subsidiaries for FY 2024-25 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:

Acquisition:

The Board of Directors in their meeting held on September 16, 2024 had approved to make a strategic investment in Melt ‘N Mellow Foods Private Limited by subscribing 52.94% of the total paid-up share capital in the form of Equity Shares of Melt ‘N Mellow Foods Private Limited. The company Melt ‘N Mellow Foods Private Limited is in the business of manufacturing and sale of Ice cream, milk products and bakery products under the brand ‘Melt ‘N Mellow.

Pursuant to the acquisition of Melt N Mellow Foods Private Limited, the Company is expanding its operations into the premium dairy, ice cream, and bakery segments. As part of this strategic move, the Company is developing advanced manufacturing and R&D facilities dedicated to innovation and excellence in these categories. These offerings cater to diverse consumer preferences across age groups and occasions, enabling the Company to tap into both mass-market and premium demand segments. The expansion into this segment aligns with the

Companys broader vision to become a diversified, integrated food brand.

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

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.

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:

CIN	U15130MH2021PTC368578
Registered Office	1309, Lodha Supremus, Saki Vihar Road, Opposite MTNL Office,
	Powai, Mumbai 400 072, Maharashtra, India.
Business	Business of processing raw cashew nuts and related dry fruit
	products.
Directors	Aparna Morale 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 Shelke, Abhishek Puranik, Amol Palshikar, Atul Rege,
	Aparna Morale Bangar, Sunil Agarwal and Anita Gaikwad

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, 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 2024-25 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. 1353.65 lakhs to reserves during the financial year under review.

9. DIVIDEND

The Board of Directors in their meeting held on May 24, 2025 has recommended a final dividend on Equity Shares @ Rs.0.24 per Equity Share having a Face Value of 10/- (Rupees Ten Only) for the Financial Year ended March 31, 2025 amounting to Rs. 53,50,833.84/- 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.

4

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 as Dividend 2025	Unclaimed Amount on March 31,	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	May 24, 2024	-	-

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 been no change in the Share Capital of the Company.

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 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. C Details related to ESOP	Disclosed in Notes to Accounts
(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 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	Primary
combination)
(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	Not Applicable
options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.
(iv) Option movement during the year (For each ESOP):
Number of options outstanding at the	19,75,000
beginning of the period
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	Not Applicable
the year
Number of options vested during the year	Nil
Number of options exercised during the year	Nil
Number of shares arising as a result of	Eligible Employees are
exercise of options	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	Not Applicable
scheme is implemented directly by the
company
Loan repaid by the Trust during the year from	Not Applicable
exercise price received
Number of options outstanding at the end of	14,20,600
the year
	(19,75,000 - 5,54,400)
Number of options exercisable at the end of	Not Applicable
the year
(v) Weighted-average exercise prices and	Not Applicable
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.
(vi) Employee wise details (name of employee,	5,54,400 options were
designation, number of options granted during	granted during the financial
the year, exercise price) of options granted to:	year.
-
senior managerial personnel as defined under	April 10, 2023
Regulation 16(d) of the Securities and	534000
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,	February 28, 2024
2015;	20,400
	Total = 5,54,400
any other employee who receives a grant in	Not Applicable
any one year of option amounting to 5% or
more of option granted during that year; and
Identified employees who were granted	Not Applicable
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.
(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,	Not Applicable
exercise price, expected volatility, expected
option life, expected dividends, the risk-
free interest rate and any other inputs to
the model;
(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, 2025 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 detailed information is covered in the Corporate Governance Report forming part of this Annual Report.

After the end of the financial year, the Company was listed on the Main Board of BSE Limited on June 20, 2025. Therefore, the data for the financial year 2024-25 is not available on the BSE Limited website.

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, 2025:

S. No. Name of the Director	Designation	Date of Appointment
1. Aparna Morale Bangar	Chairperson and Managing	21/03/2014
	Director
2. Nana Prakash Mhaske	Executive Director	21/03/2014
3. Anant Pandurang Kulkarni	Executive Director	21/03/2014
4. Shailesh Jain	Non-Executive Independent	06/08/2021
	Director
5. Sunil Kumar Agarwal	Non-Executive Independent	01/10/2021
	Director
6. Neeraj Kulbhushan Taandon	Non-Executive Independent	06/08/2021
	Director

There were following changes in the Board of Directors of the Company:

1. Re-Appointment of Ms. Aparna Morale Bangar (DIN: 05332039), Chairperson and Managing Director of the Company with effect from August 16, 2024.

2. Re-Appointment of Mr. Nana Prakash Mhaske (DIN: 01911731) as an Executive Director and Chief Executive Officer (CEO) of the Company with effect from August 16, 2024.

3. Re-Appointment of Mr. Anant Pandurang Kulkarni (DIN: 01887356) as Executive Director and Chief Financial Officer (CFO) of the Company with effect from August 16, 2024.

After the closure of financial year, till the date of Directors Report there were following changes in the Directors of the Company:

1. Cessation of Ms. Aparna Morale 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.

2. 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, subject to the approval of the Members of the Company in the ensuing Annual General Meeting.

3. Appointment of Mr. Hrushikesh Bahekar as a Non-Executive Independent Director of the Company with effect from July 16, 2025, subject to the approval of the Members of the Company in the ensuing Annual General Meeting.

19. MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD

During the year under review, six 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 2024-25 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 2024-25. 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.

Further, after the closure of the financial year 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, subject to the approval of the members in the ensuing Annual General Meeting.

The Secretarial Audit Report (MR-3) for the FY ended on March 31, 2025 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 2024-25. 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, there has been no change in the MOA and AOA of the Company.

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 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.

Further, the Board of Directors in their meeting held on August 12, 2025 have approved issuance of corporate guarantee to Bank ("Lender") for an amount upto Rs. 20 crores as security for the working capital and term loan to be availed by Melt ‘N Mellow Foods Private

Limited, material subsidiary of the Company from the bank, 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 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 2024-25. 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, 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 Morale 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.

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.

44. 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.

45. 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. Except stated in AOC-2

46. 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.

47. 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.

48. 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, 2025, 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.

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.

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, 2025 and of the profit for the Company for the year ended March 31, 2025;

(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.

51. 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.

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.