Ref No.

: KRBL/SE/2023-24/41 11th August, 2023

The General Manager The Listing Department

Department of Corporate Services National Stock Exchange of India Limited
BSE Limited “Exchange Plaza”, C-1, Block-G
Floor 25, Phiroze Jeejeebhoy Towers Bandra-Kurla Complex, Bandra (E)
Dalal Street, Mumbai – 400 001 Mumbai-400051

Scrip Code: 530813 Symbol: KRBL Series: Eq.

Sub: Submission of copy of Board Resolution of the Company approving the proposal to
Buyback Equity Shares of the Company

Ref: Regulation 5(vii) of Securities and Exchange Board of India (Buy-Back of Securities)
Regulations, 2018, as amended (“Buyback Regulations”)

Further to our letter dated 10th August, 2023 and pursuant to Regulation 5(vii) of the Buyback
Regulations, please find enclosed, a certified True copy of the Resolution passed by the Board of
Directors of the Company approving the Offer to Buy-back up to 65,00,000 (Sixty Five Lacs) fully
paid up equity shares of the Company of face value of Rs. 1/- (Rupees One only) each at a price
of Rs. 500/- (Rupees Five hundred only) per equity share on a proportionate basis through the
tender offer process route as prescribed under the Buyback Regulations.

We request you to take the above information on record.

Thanking you
For KRBL Limited
JYOTI
Digitally signed by JYOTI VERMA
DN: c=IN, postalCode=122001, st=HARYANA,
street=H NO 871 SECOND FLOOR
GURGAONSECTOR 40NEAR COMMUNITY
CENTRE 122001, l=GURGAON, o=Personal,
title=7135,
serialNumber=e4a5c32bf0f695bc6dd92023f3

VERMA
0f83262334c4279360d43c6c9bcc31262b5c3d
, pseudonym=713520221018132322476,
2.5.4.20=5d7f1f48d3d1088e4300a3fd33ec2d
4cc733bf4f536c78b2669f51f3bf9312c7,
[email protected], cn=JYOTI VERMA
Date: 2023.08.11 18:40:38 +05'30'

Jyoti Verma
Company Secretary
FCS-7210
 CERTIFIED TRUE COPY OF THE RESOLUTION PASSED IN THE MEETING OF
THE BOARD OF DIRECTORS (02/2023-24) OF KRBL LIMITED HELD ON
THURSDAY, 10rn AUGUST, 2023 AT C-32, 6TH FLOOR, SECTOR-62, NOIDA-201301,
UTTAR PRADESH, COMMENCED AT 12.00 NOON AND CONCLUDED AT 03:00
P.M.

TO CONSIDER AND APPROVE THE BUYBACK OF FULLY PAID-UP EQUITY

SHARES OF n EACH

"RESOLVED THAT pursuant to the provisions of Sections 68, 69, 70, and any other applicable
provisions of the Companies Act, 2013, as amended ("Act") and the Companies (Share Capital
and Debentures) Rules, 2014, ("Share Capital Rules"), the Companies (Management and
Administration) Rules 2014 to the extent applicable, Article 71 of the Articles of Association of
the Company, and in compliance with the Securities and Exchange Board of India (Buy-back of
Securities) Regulations, 2018 ("Buyback Regulations"), and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR
Regulations") as amended, and including any amendments, statutory modifications or re-
enactments for the time being in force, and such other statutory provisions for the time being in
force, and subject to such other approvals, permissions and sanctions as may be necessary and
subject to such conditions and modifications, if any, as may be prescribed or imposed by the
Securities and Exchange Board oflndia ("SEBI"), the stock exchanges on which the Equity Shares
of the Company are listed ("StockExchanges") and other authorities, institutions or bodies
("Appropriate Authorities") while granting such approvals, permissions and sanctions, the Board
of Directors of the Company ("Board", which expression shall include any committee
constituted/to be constituted by the Board to exercise its powers, including the powers conferred
by this resolution) hereby approves the buyback of up to 65,00,000 (Sixty Five lacs only) fully
paid-up equity shares of face value of ~1 each of the Company ("Equity Shares") representing
up to 2.76% of the total paid-up Equity Share capital of the Company as on the date of the Board
meeting at a price of i'500 (Rupees Five hundred) per Equity Share ("Buyback Price") payable
in cash for an aggregate amount of up to i'32,500 lacs (Rupees Thirty Two Thousand Five
Hundred Only) ("Buyback Size") (excluding any expenses incurred or to be incurred for the
Buyback like filing fee payable to SEBI, advisory fees, public announcement publication expenses,
printing and dispatch expenses, transaction costs viz. brokerage, applicable taxes such as buyback
tax, securities transaction tax, goods and service tax, stamp duty, etc. and other incidental and
related expenses), being 6.94% and 6.96% of the fully paid-up Equity Share capital and free
reserves as per the latest audited standalone and consolidated financial statements of the Company
as at March 31, 2023, through the "tender offer" route as prescribed under the Buyback
Regulations and the "Mechanism for acquisition of shares through Stock Exchange" notified by
SEBI vide circular CIR/ CFD /POLICY CELL/ 1 /2015 dated April 13, 2015 read with the circulars
issued in relation thereto, including the circular CFD/DCR2/CIR/P/2016/131 dated December
09, 2016, circular SEBI/HO/CFD/DCR-III/CIR/P /2021/615 dated August 13, 2021, and

Corporate Office: C-32, 5th & 6th Floor, Sector-62, Noida-201301, Gm1fambu I 1 agar, (U.P.), INDIA.
Regd. Office : 5190, Lahori Gate, Delhi - 110 006, INDIA. Tel. : +91-11-23968328, Fax : +91-11-23968327, CIN No. LOI! l!DLl993PLC052845
Tel.: +91-120-4060300, Fax: +91-120-4060398. E-mail: [email protected]. Visit us at: www.krblrice.com
WORLD'S LARGEST RICE MILLERS & BASMATI RICE EXPORTERS
circular SEBI/HO/CFD/PoD-2/P /CIR/2023/35 dated March 8, 2023 or such other circulars or
notifications or amendments as may be applicable (the process being referred hereinafter as
"Buyback"),on a proportionate basis, from the equity shareholders / beneficial owners of the
Equity Shares of the Company as on the record date (the "Record Date") to be subsequently
decided by the Board or committee of the Board.

"RESOLVED FURTHER THAT in terms of Section 69 of the Act, the Company shall transfer
from its free reserves or securities premium account and/ or such sources as may be permitted by
law, a sum equal to the nominal value of the equity shares bought back through the Buyback, to
the Capital Redemption Reserve Account."

"RESOLVED FURTHER THAT all the equity shareholders/ beneficial owners of the Equity
Shares of the Company as on the Record Date ("Eligible Shareholders") will be eligible to
participate in the Buyback including the promoters and promoter group of the Company."

"RESOLVED FURTHER THAT 15% of the Equity Shares that the Company proposes to
Buyback or number of Equity Shares entitled as per the shareholding of small shareholders as on
the Record Date, whichever is higher, shall be reserved for small shareholders in accordance with
the provisions of the Buyback Regulations."

"RESOLVED FURTHER THAT the Buyback from the Eligible Shareholders who are
residents outside India, including non-resident Indians, foreign nationals, foreign corporate bodies
(including erstwhile overseas corporate bodies) and qualified institutional buyers including foreign
portfolio investors, shall be subject to such approvals, if any, required under the Foreign Exchange
Management Act, 1999, the Foreign Exchange Management (Transfer or Issue of Security by a
Person Resident Outside India) Regulations, 2017 and the rules and regulations framed thereunder
from the concerned authorities including the RBI, and that such approvals shall be required to be
taken by such shareholders themselves."

"RESOLVED FURTHER THAT the Buyback would be subject to the condition of

maintaining minimum public shareholding requirements as specified under Regulation 38 of the
LODR Regulations."

"RESOLVED FURTHER THAT as required by Clause (x) of Schedule I of the Buyback

Regulations, the Board hereby confirms that it has made full enquiry into the affairs and prospects
of the Companyand after taking into account the financial position of the Company including the
projections and also considering all contingent liabilities, the Board has formed an opinion:

1. That immediately following the date of this board meeting dated August 10, 2023
("BoardMeeting"), there will be no grounds on which the Company could be found
unable to pay its debts;

2. That as regards the Company's prospects for the year immediately following the date of
the Board Meeting, having regard to Board's intentions with respect to the management
of the Company's business during that year and to the amount and character of the
financial resources which will, in the Board's view, be available to the Company during
that year, the Company will be able to meet its liabilities as and when they fall due and will
not be rendered insolvent within a period of one year from that date; and

3. That in forming the aforementioned opinion, the Board has taken into account the
liabilities (including prospective and contingent liabilities) as if the Company were being
wound up under the provisions f the Act and the Insolvency and Bankruptcy Code,
2016."
"RES?LVED FURTHER THAT the Board hereby confirms that:

I. All the Equity Shares of the Company for Buyback are fully paid-up;

2. The Company shall not issue and allot any equity shares or specified securities (including
by way of bonus or convert any outstanding instruments into Equity Shares) from the
date of the board resolution approving the Buyback till the expiry of the Buyback period,
i.e., the date on which the payment of consideration is made to the shareholders who
have accepted the Buyback;

3. The Company shall not raise further capital for a period of one year from the expiry of
the Buyback period, i.e., the date on wh ich the payment of consideration is mad LO the
shareholders who have 'accepted the Buybad{, except in discharge of subsisting obli_stations
such as conversion of warrants, stock option schemes, sweat equity or conversion of
preference shares or debentures into Equity Shares;
4. The Company has not undertaken any buyback in the last 12 months.

5. The Company shall not buy back locked-in Equity Shares and non-transferable Equity
Shares, including but not limited to Equity Shares which are pledged, encumbered, in
safe-keep, restrained by any authority, etc. till the pendency of the lock-in or till the Equity
Shares become transferable;

6. The Company shall not buy back its Equity Shares from any person through negotiated
deal whether on or off the Stock Exchanges or through spot transactions or through any
privatearrangement in the implementation of the Buyback;

7. The Company has been in compliance with Sections 92, 123, 127 and 129 of the Act;

8. r
The Buyback Size i.e. 32500 lacs (Rupees Thirty Two Thousand Five Hundred
Only) does not exceed 10% of the fully paid-up Equity Share capital and free reserves as
perthe latest audited standalone and consolidated financial statements of the Company
as at March 31, 2023;

9. The Company shall not withdraw the offer to Buy-back after the public announcement of
the offer to Buy-back is made;

I 0. The Company shall not make any offer of buy back within a period of one year reckoned
from the expiry of the Buyback period i.e., the date on which the payment of consideration
is made to the shareholders who have accepted the Buyback;

11 . There is no pendency of any scheme of amalgamation or compromise or arrangement

pursuant to the provisions of the Act;

12. As required under Section 68(2)(d) of the Act, the ratio of the aggregate of secured and
unsecured debts owed by the Company shall not be more than twice the paid-up capital
and free reserves after the Buyback;

13. There are no defaults subsisting in the repayment of deposits accepted either before or
after the commencement of the Act, interest payment thereon, redemption of debentures
or preference shares or payment of dividend to any shareholder, or repayment of any term
loan or interest payable thereon to any financial institution or banking company.
 14. The Company shall comply with the statutory and regulatory timelines in respect of the
Buyback in such manner as prescribed under the Companies Act and/ or the Buyback
Regulations and any other applicable laws;

15. The Company, as per the provisions of Section 68(8) of the Companies Act, will not issue
the same kind of shares or other securities including allotment of new shares under clause
(a) of sub-section (1) of Section 62 or other specified securities within a period of six
months after the completion of the Buyback except by way of bonus issue or in discharge
of subsisting obligations such as conversion of warrants, stock option schemes, sweat
equity or conversion of preference shares or debentures into Equity Shares.

16. The Buyback shall be completed within a period of one year from the date of passing of
this Board resolution;

17. As per Regulation S(i)(c) of the Buyback Regulations, there is no breach of any covenants
of the loans taken from the lenders of the Company, which would trigger the requirement
of obtaining prior consent of the lenders before the authorization of the Buyback;

18. The Company has not undertaken a buyback of any of its securities during the period of
one year immediately preceding the date of the Board Meeting;

I 9. The Company shall not Buyback its Equity Shares out of the proceeds of an earlier issue
of Equity Shares;

20. The Company shall not directly or indirectly facilitate the Buyback:
a. through any subsidiary company including its own subsidiary company; or
b. through any investment company or group of investment companies.

2 I. The Equity Shares bought back by the Company will be extinguished and physically
destroyed in the manner prescribed under the Buyback Regulations and the Act within
the specified timelines;

22. The consideration for the Buyback shall be paid only by way of cash;

23. That the maximum number of Equity Shares proposed to be purchased under the
Buybackdoes not exceed 10% of the total number of Equity Shares in paid-up Equity
Share capital of the Company as on date of this meeting;

24. The Company shall not allow buy back of its shares unless the consequent reduction of
its share capital is affected;

25. The Company shall not utilise any funds borrowed from banks or financial institutions
in fulfilling its obligations under the Buyback;

26. The Company shall not buy-back its shares or other specified securities so as to delist its
shares or other specified securities from the stock exchange as per Regulation 4(v) of
Buyback Regulation;

27. As per Regulation 24(i)(e) of the SEBI Buyback Regulations, the promoters and members
ofpromoter group, and their associates be advised that they shall not deal in the Equity
Shares or other specified securities of the Company either through the stock exchanges
or off-market transactions (including inter-se transfer of Equity Shares among the
promoters and members of promoter group) from the date of this resolution till the
 closing of the Buyback offer;

28 . The statements contained in all the relevant documents in relation to the Buyback shall
be true, material and factual and shall not contain any mis-statements or misleading
information."

"RESOLVED FURTHER THAT no information or material that is likely to have a bearing on

the decision of investors to participate in the Buyback has been suppressed or withheld or
incorporated in a manner that would amount to mis-statement or misrepresentation and in the
event of it transpiring at any point of time that any information or material has been suppressed
or withheld or amount to a mis-statement or misrepresentation, the Board and the Company shall
be liable for penalty in terms of the provisions of the Act and the Buyback Regulations."

"RESOLVED FURTHER THAT nothing contained herein shall confer any right on any
shareholder to offer or any obligation on the Company or the Board to Buyback any Equity Shares
or impair any power of the Company or the Board to terminate any process in relation to the
Buyback, if so permissible by law."

"RESOLVED FURTHER THAT the Company shall maintain a register of securities bought
back wherein details of equity shares bought back, consideration paid for the equity shares bought
back, date of cancellation of equity shares and date of extinguishing and physically destroying of
equity shares and such other particulars as may be prescribed, shall be entered and that the
Company Secretary of the Company be and is hereby authorised to authenticate the entries made
in the said register."

"RESOLVED FURTHER THAT Mr. Anil Kumar Mittal, Chairman and Managing Director,
Mr. Anoop Kumar Gupta, Joint Managing Director, and Ms. Jyoti Verma, Company Secretary &
Compliance Officer, be and are hereby jointly as well as severally authorized to send the necessary
intimations to the Stock Exchanges in relation to this resolution, as may be required under the
SEBI Listing Regulations."

"RESOLVED FURTHER THAT any of the directors of the Company and or the Company
Secretary for the time being, be and are hereby severally authorized to file necessary e-forms with
the Registrar of Companies, and to do all such acts, deeds and things or incidental for signing and
filing of forms,payment of fees etc. and to do all such other acts, things and deeds, as may be
required for the aforesaid purpose or other services as that may be necessary to give effect to tl1e
above resolutions."

"RESOLVED FURTHER THAT any actions taken so far in connection with the Buyback by
the officers of the Company be and are hereby ratified, confirmed and approved."

Jyo · rma
Com any Secretary
M. No.: F7210
Add: C-32, S'" & 6'h Floor
Sector-62, Noida-201301