KRBL Limited , a prominent player in the agri-foods sector, is set to diversify its business portfolio by venturing into real estate development. The company's shareholders have given their approval for significant changes to the Memorandum of Association, paving the way for this strategic expansion.

Shareholders Approve Alteration in Object Clause

At the 32nd Annual General Meeting (AGM), KRBL Limited's shareholders approved the alteration of the Object Clause in the company's Memorandum of Association. This modification allows KRBL and its subsidiaries to engage in "real-estate development and allied activities."

New Business Objectives

The key change includes the insertion of a new sub-clause under Clause III(A) of the Memorandum of Association. This addition permits KRBL to:

• Acquire, develop, construct, lease, manage, and monetize immovable property
• Pursue real estate development independently or in collaboration with specialist partners

Strategic Rationale

KRBL's management views this expansion as a complementary growth engine to its established agri-foods business. The company aims to enhance long-term shareholder returns through this diversification strategy.

Realignment of Existing Clauses

In addition to the new business objective, KRBL has realigned its existing object clauses to comply with the Companies Act, 2013 format. This includes:

• Restructuring titles
• Adding new sub-clauses
• Deleting the existing 'Other objects' section

Other Key Developments

The AGM also saw the approval of several other important resolutions:

1. Appointment of M/s. DMK Associates as Secretarial Auditors for a five-year term
2. Declaration of a final dividend of ₹3.50 per equity share
3. Reappointment of Mr. Arun Kumar Gupta as a director
4. Appointment of Mr. Desh Raj Dogra as an Independent Non-Executive Director

Conclusion

KRBL Limited's move into real estate development marks a significant shift in its business strategy. While maintaining its strong presence in the agri-foods sector, the company is positioning itself for diversified growth opportunities in the real estate market. Shareholders' approval of these changes reflects their confidence in the company's strategic direction and potential for enhanced returns in the future.

The company has also appointed M/s. AZB & Partners as an independent law firm to review certain observations and submit a report to the relevant Board Committee, demonstrating KRBL's commitment to transparency and corporate governance.

KRBL Limited , a prominent rice exporter, recently held an investor conference call to address concerns raised following the resignation of Independent Director Anil Kumar Chaudhary. The company's management provided clarifications on several issues, including board processes, a significant export receivables write-off, and Corporate Social Responsibility (CSR) fund utilization.

Director Resignation and Governance Review

Anil Kumar Chaudhary, who joined the board in August 2024, stepped down on September 8, 2025, citing concerns about board processes in his resignation letter. In response, KRBL's management stated that while Chaudhary's observations focused on board processes, no financial or legal compliance gaps were highlighted.

To address these concerns, the company has taken proactive steps:

• The board approved the appointment of an independent third-party firm to conduct a thorough review within 30 days.
• Separate meetings of Independent Directors and the Board were convened to discuss the observations.
• Mr. Dogra, an existing Independent Director, has joined the Audit Committee.

Anil Kumar Mittal, Chairman and Managing Director of KRBL, emphasized that the company has the support of the other three Independent Directors and plans to replace the resigned director within the statutory three-month timeframe.

Export Receivables Write-off

KRBL disclosed a significant write-off of INR 58.00 crore related to export receivables from a 2023 shipment to an African customer. Key points regarding this transaction include:

• The original contract, executed on February 7, 2023, was for approximately INR 79.00 crore.
• Despite receiving partial payments, including INR 17.00 crore in January 2023 and about INR 6.00 crore in FY 2024-25, a substantial amount remained unpaid.
• The company recorded expected credit loss provisions under Ind AS 109, totaling around INR 18.00 crore in FY24.
• With bank authorization, KRBL wrote off approximately INR 58.00 crore in FY25.

The management assured that this write-off was disclosed in the FY 2024-25 annual report and was presented to the audit committee, board, and statutory auditors.

CSR Fund Utilization

Addressing concerns about Corporate Social Responsibility (CSR) funds, KRBL reported:

• Over the past three years, including the current year to date, the company has spent approximately INR 40.00 crore on CSR activities.
• An unspent balance of INR 37.00 crore exists, including the current year's obligation.
• The company follows due process in CSR spending, with an annual operating plan presented and approved.
• Proper due diligence is undertaken before appointing implementing agencies or initiating projects.

Other Governance Matters

The management also addressed other governance-related issues:

• A proposed change in the object clause of the memorandum of association, related to land monetization and real estate projects, was explained as an enabling resolution to unlock shareholder value.
• The company clarified its process for determining variable pay and annual increments for persons holding office or place of profit, ensuring compliance with shareholder-approved limits.

As KRBL navigates these governance challenges, the company remains committed to transparency and adherence to regulatory standards. The upcoming independent review is expected to provide further clarity on the raised concerns and potentially lead to improvements in corporate governance practices.