Directors Report of Bikaji Foods International Ltd.

Mar 31, 2025

Your Board of Directors are pleased to present the 30^th Annual Report of Bikaji Foods International Limited ("Bikaji" or "the Company" or "your
Company"), which encompasses the affairs of the Company, together with the Audited Financial Statements (Standalone and Consolidated) for
the financial year ended on March 31,2025.

Your Company's commitment towards transparency, sustainable growth and enhancing shareholders value remains steadfast. We extend our
sincere gratitude for your continued trust and support, as we work conscientiously to achieve excellence in all our business endeavors.

1. FINANCIAL PERFORMANCE:

The following presents a comprehensive comparative analysis of the Company's financial performance for the financial year
2024-25 and 2023-24:

PARTICULARS	STANDALONE		CONSOLIDATED
	(2024-25)	(2023-24)	(2024-25)	(2023-24)
Revenue from Operations	2,53,686.26	2,29,470.96	2,62,185.42	2,32,933.66
Other Income	2,970.51	2,637.27	3,290.43	2,732.62
Total Income	2,56,656.77	2,32,108.23	2,65,475.85	2,35,666.28
Total Expenditure excluding Finance Cost, Depreciation, Amortization, Impairment expenses, Taxation and Extraordinary Items	2,20,031.89	1,90,089.20	2,29,361.82	1,93,801.99
Profit before Finance Cost, Depreciation, Amortization, Taxation and Extraordinary Items	36,624.88	42,019.03	36,114.03	41,864.29
Depreciation, Amortization and Impairment expenses	6,929.91	5,645.87	8,153.39	6,005.95
Profit before Exceptional Items, Interest and Tax	29,694.97	36,373.16	27,960.64	35,858.34
Finance Costs	1,096.97	803.34	1,514.52	1,063.37
Profit before Exceptional Items and Tax	28,598.00	35,569.82	26,446.12	34,794.97
Add (Less): Exceptional Items	-	-	-	-
Profit before Tax	28,598.00	35,569.82	26,446.12	34,794.97
Tax Expense	Â	Â	Â	Â
Current Tax	7,106.40	7,663.85	7,156.46	7,665.10
Deferred Tax	279.94	1,161.04	(114.07)	1,011.44
(Excess)/ Short provision for tax pertaining to prior years	(30.73)	(227.83)	(30.73)	(227.83)
Profit after Tax	21,242.39	26,972.76	19,434.46	26,346.26
Earnings per Share (Basic) (in H)	8.48	10.79	8.02	10.63
Earnings per Share (Diluted) (in H)	8.48	10.79	8.02	10.63

2. RESULT OF OPERATIONS AND STATE OF COMPANY'S
AFFAIRS:

Your Company is a well-established and renowned
Manufacturer of Ethnic Snacks with an extensive international
presence, specializing in the production and sale of premium
authentic Indian snacks and sweets. The Company's diverse
product portfolio spans six principal categories: Bhujia,
Namkeen, Packaged Sweets, Papad, Western Snacks as well
as other Snacks. Bikaneri Bhujia, known for its quality and
tradition, serves as the flagship product of the Company, with
significant brand recognition.

As per the latest market capitalization ranking published
by the BSE Limited ("BSE") and National Stock Exchange of
India Ltd. ("NSE"), the Company stands in the list of Top 500
Companies, reinforcing its position in the market and reflecting

its robust growth, market credibility and value delivered to
the shareholders.

Strategic Expansion and Diversification:

In pursuit of sustained growth, diversification and an enhanced
market presence, your directors are pleased to inform
you that the Company has undertaken several strategic
initiatives aimed at expanding its product offerings, improving
operational capacity and enhancing customer outreach. These
steps are in alignment with the Company's long-term vision
of innovation, market leadership and sustainable growth.

Below are the key expansion initiatives undertaken:

Expansion into the Bakery Category: As part of our ongoing
efforts of diversifying, enhancing product portfolio and to
meet the growing consumer demand for bakery products,

the Company has ventured into the Bakery Category with
the establishment of a state-of-the-art production facility at
Tumkur, Karnataka.

Introduction of Quick Service Restaurants: In a strategic
move to tap into the growing foodservice sector, the Company
has expanded its business by entering the Quick Service
Restaurant ("QSR") category, aiming to provide fast, efficient
and high-quality service to customers white complementing
core product offerings. On February 16, 2025, we have opened
our first QSR at Sikar in Rajasthan, marking the beginning of
our entry into the quick restaurant business. This initiative is
designed to expand our brand's reach and cater to the evolving
consumer demand for convenience and high-quality meals in a
fast-paced dining environment.

Expansion of Frozen Food Category through Strategic
Acquisition: In another significant move towards growth,
diversification and expansion of the Company's portfolio, the
Company made a strategic investment by way of acquisition of
Ariba Foods Private Limited, which will support the Company's
presence in Frozen Snacks and Sweets segment, both within
India and on the global stage.

The Company's entry into Bakery, QSR and Frozen Food
categories significantly diversifies our product range and
enables to meet a broader spectrum of consumer preferences,
from traditional snacks to modern, convenient food offerings,
while simultaneously enhancing its production capacity and
distribution reach across domestic and international markets.
By incorporating these categories into portfolio, we are well-
positioned to cater to a wide array of preferences, ensuring we
remain a relevant and competitive player in the market.

These strategic initiatives underscore your Company's
unwavering commitment to innovation, responsiveness to
market trends and dedication to operational excellence. By
diversifying into key categories and expanding our operational
footprint, we aim to position the Company for long-term success
and deliver substantial value to our shareholders.

• STANDLONE FINANCIAL STATEMENT:

The financial year 2024-25 has been marked by robust
growth and continued resilience for the Company, we
are pleased to report that the Standalone revenue
from operations for the period under review noted at H
2,53,686.26 Lakh, reflecting a significant growth of 10.55%
over the previous financial years' Standalone revenue
from operations of H 2,29,470.96 Lakh. The Profit after
Tax ("PAT") of the Company for the current financial year
stood at H 21,242.39 Lakh, as compared to H 26,972.76
Lakh in the previous financial year. This creditable growth
in the Company's Standalone Revenue from Operations
is the result of a series of well-executed key strategic
initiatives, including targeted geographical expansions,
cost optimization measures in sales and distribution,
which enabled the Company to not only drive top-line
growth, but also enhance operational efficiency, leading
to substantial value creation for our shareholders. The
PAT is marginally lower, primarily due to a temporary

increase in commodity prices during the year, which
affected input costs.

Your Company is one of the fastest-growing Fast-
Moving Consumer Goods ("FMCG") Company in
India, the Company remains profoundly committed to
sustainable development and making a positive impact
on the communities, in which it operates. Throughout the
financial year 2024-25, we have continued our focus on
stakeholder development, with particular emphasis on
uplifting marginalized segments of society, to strengthen
our position as a responsible corporate entity. This
commitment towards sustainable growth and corporate
responsibility underpins our strong financial and
operational performance, ensuring continued success
and resilience.

•    CONSOLIDATED FINANCIAL STATEMENT:

The Consolidated Financial Statements of the Company
and its subsidiaries have been precisely prepared in
compliance with the applicable specified Accounting
Standards under Section 133 of the Companies Act, 2013
("Act") and are encompassed in this Annual Report. For
the financial year 2024-25, the Consolidated revenue
from operations reached at H 2,62,185.42 Lakh, marking
a 12.56% increase over the previous financial years'
Consolidated revenue from operations of H 2,32,933.66
Lakh. The Profit after tax (PAT) reached at H 19,434.46
Lakh, as compared to H 26,346.26 Lakh in the previous
financial year. This continued growth in revenue from
operations is a testament to the strategic initiatives
executed across various markets, including geographical
diversification and exploration of new business
avenues. The favorable economic environment has
further facilitated our continued expansion and market
penetration, underscoring our persistent progress
and adaptability.

For a more comprehensive analysis of the Company's
operational performance, we encourage you to refer the
Management Discussion and Analysis Report, forming
integral part of this Annual Report.

Access to Financial Statements: The Audited Financial
Statements, including the Consolidated Financial
Statements of the Company, and the audited accounts
of each of its subsidiary(ies) and associate together with
the relevant information and details pertaining to the
financial performance of the Company, subsidiary(ies)
and associate company are readily available and
accessible on the Company's website at https://www.
bikaii.com/financials.

•    MATERIAL EVENTS DURING THE YEAR:

A. PRODUCTION LINKED INCENTIVE SCHEME

Your Company received the approval under the

'Production Linked Incentive ("PLI") Scheme -

Category-I, Segment-Ready to Cook/ Ready to Eat'

as introduced by the Ministry of Food Processing
Industries ("MOFPI") in the financial year 2021-22.

During the financial year 2024-25, the Company has
successfully fulfilled the conditions. As a result, the
Company has recognized a PLI incentive of H 5,984.18
Lakh (Rupees Five Thousand Nine Hundred Eighty-
Four Lakh and Eighteen Thousand Only) (net) under
other operating income during the financial year
ended on March 31, 2025. Likewise, the Company
has recognized a PLI of H 9,305 Lakh (Rupees Nine
Thousand Three Hundred and Five Lakh Only) (net)
under other operating income during the financial
year ended on March 31,2024.

This achievement underscores the Company's
operational excellence, strategic foresight and its
ability to consistently meet the government-mandated
milestones and further, reinforcing our role as a key
participant in initiatives aimed at fostering industrial
growth and innovation, affirming our commitment
to driving sustainable growth and long-term value
creation for all stakeholders.

B. AMALGAMATION OF VINDHYAWASINI SALES
PRIVATE LIMITED

During the financial year 2024-25, the Company
initiated the Scheme of Amalgamation of
Vindhyawasini Sales Private Limited ("Transferor
Company"), with Bikaji Foods International Limited
("Transferee Company") and their respective
shareholders and creditors under Sections 230
to 232 and other applicable provisions of the Act
("Scheme"), which was duly approved by the Board
of Directors of the Company and subsequently the
Scheme has been filed with the Hon'ble National
Company Law Tribunal, Jaipur Bench ("NCLT"),
marking a significant step forward in our ongoing
efforts to consolidate operations, drive synergies,
and accelerate growth.

As a part of the process, the Hon'ble NCLT, has
allowed the first motion application and dispensed
with the requirement of holding separate meetings
of the shareholders and creditors of both the
Transferor Company and the Transferee Company,
which has significantly streamlined the procedural
aspects of the amalgamation, enabling a swift and
efficient progression.

Subsequently, the Second Motion Petition was filed
before the Hon'ble NCLT on December 23, 2024.
The Scheme is pending before the Hon'ble NCLT
for its approval.

Upon receipt of the final order from the Hon'ble
NCLT, Vindhyawasini Sales Private Limited, the
Wholly-Owned Subsidiary of the Company, will be
merged into the Company. As a result, all shares
issued by the Transferor Company will stand
cancelled and extinguished.

C.    ADDITIONAL INVESTMENT IN BIKAJI FOODS
INTERNATIONAL USA CORP

As a part of our continued efforts and strategic
growth objectives and commitment to enhance our
global footprint and capitalize on emerging market
opportunities, the Company has identified a need for
further investment in the Bikaji Foods International
USA Corp ("Bikaji USA"), a wholly owned subsidiary
to strengthen its business operations and support
the growing demand for products in the USA. On
February 24, 2025, the Company made an additional
investment by way of additional subscription of
10,000 Common Stock of $ 10 (US Dollar Ten) each,
amounting to a total investment of $ 1,00,000 (US
Dollar One Lakh) in Bikaji USA. This additional
investment does not alter the Company's percentage
ownership in Bikaji USA, which remains at 100%.

The decision to increase the capital infusion into
Bikaji USA is a part of the Company's broader
strategy to enhance its distribution capabilities,
accelerate market penetration and drive substantial
growth in the USA market. The management firmly
believes that this investment will not only facilitate
the continued expansion of business operations,
but, also, strengthen the Company's competitive
position within the region. With a robust distribution
network and a clear focus on increasing exports, the
USA subsidiary plays a pivotal role in furthering our
corporate objectives, positioning us for sustained
success in the global marketplace. We are confident
that these strategic initiatives will create significant
value for our stakeholders, ensuring that our
business remains competitive and sustainable
growth in the years ahead.

D.    ACQUISITION OF ARIBA FOODS PRIVATE LIMITED

In line with our strategic vision for growth and
diversification, we are pleased to inform about a
strategic acquisition that will significantly enhance
our market presence, brand equity, and business
portfolio. In pursuit of expanding our footprint in
the growing Frozen Food vertical, the Company
has made a strategic investment of H 6,049.38
Lakh (Rupees Six Thousand and Forty-Nine Lakh
and Thirty-Eight Thousand Only ) and acquired an
equity stake of 55% of Ariba Foods Private Limited
("AFPL"), which will now operate as a subsidiary of
the Company. On September 04, 2024, the Company
acquired 55% equity stake in AFPL, comprising
of 2,60,41,243 (Two Crore Sixty Lakh Forty-One
Thousand Two Hundred and Forty-Three) Equity
Shares, each having a face value of H 10 (Rupees
Ten Only). With this acquisition, AFPL has now
become a subsidiary of the Company, positioning
us for accelerated growth within the burgeoning
frozen food and snacks sector.

AFPL is located in the state of Madhya Pradesh,
India and specializes in the business of production

and distribution of high-quality snacks and frozen
food items, including samosas, naans, parathas,
sweets, and other ready-to-eat and ready-to-cook
offerings, under the brand name 'InDine'. AFPL
also provides contract manufacturing services
to various third parties, adding another revenue
stream to its diversified operations. Notably, AFPL
was recognized by the Hon'bfe Chief Minister of
Madhya Pradesh with the prestigious 'Start Up of
the Year' award in 2017.

The acquisition of AFPL is expected to deliver
substantial strategic advantages, including
enhanced operational synergies, expanded product
offerings and increased market penetration.
By integrating AFPL's advanced manufacturing
capabilities, the Company will streamline its
operations, enhance efficiency, significantly
diversify its product offerings and reduce
dependency on single-product categories. The
acquisition strengthens the Company's market
position by providing access to AFPL's advanced
manufacturing plant for frozen snacks, ready-to-
eat (RTE), and ready-to-cook (RTC) categories. This
move also expands our geographical footprint,
enabling easier entry into new markets, both within
India and internationally. This will also allow us
to leverage AFPL's state-of-the-art facility, further
bolster our retail and QSR operations and open new
pathways for growth in untapped markets. i

E. INCORPORATION OF BIKAJI FOODS RETAIL LIMITED
AND ENTRY INTO QUICK SERVICE RESTAURANT
SEGMENT

In alignment with the Company's ongoing
commitment to strategic expansion and business
diversification, the Board of Directors has approved
a strategic investment to further extend the
Company's operational footprint and enhance its
business capabilities. As a part of this commitment,
the Company has incorporated a wholly-owned
subsidiary in the state of Rajasthan, India. This
decision underscores our dedication to diversifying
and expanding our business operations across
multiple sectors, broadening our operational scope,
while strengthening our position in the market.

On September 20, 2024, the Company incorporated
Bikaji Foods Retail Limited ("BFRL") as a wholly-
owned subsidiary. The initial capital infusion
made by the Company in BFRL on September 20,
2024, amounted to the subscription of 10,000 (Ten
Thousand) Equity Shares, each with a face value of H
10 (Rupees Ten Only), bringing the total investment to
H 1,00,000 (Rupees One Lakh Only). As part of
our ongoing commitment to this subsidiary's
growth, the Company further subscribed
to 25,20,000 (Twenty-Five Lakh and Twenty
Thousand) Equity Shares, having face value of
H 10 (Rupees Ten Only) each, at an amount of

H 6,300 Lakh (Rupees Sixty Three Hundred Lakh
Only) in BFRL on October 22, 2024.

The newly incorporated entity, BFRL, will be
a cornerstone of the Company in its strategic
diversification efforts, dedicated to exploring
and pursuing new business opportunities, BFRL
will primarily focus on ventures in the food and
hospitality sectors, with a strong emphasis on Quick
Service Restaurants (QSRs), BFRL will explore
the opportunities in cafe chains, QSRs, taverns,
food catering services, snacks catering, ice cream
catering, mobile food stations, canteens, kiosks,
and various food-related outlets, enhancing the
Company's footprint in the dynamic food services
industry. This initiative aligns with the Company's
strategic vision to expand its presence in the QSR
segment and strengthen its position in a dynamic
and competitive market. By capitalizing on
emerging trends in the food services industry, BFRL
aims to diversify our product offerings, enhance
market penetration and contribute significantly
to the Company's future growth and delivering
sustainable value to our stakeholders.

On February 16, 2025, we have inaugurated our
first QSR outlet in Sikar, Rajasthan, which serves
as a flagship model of our QSR vision, offering
an extensive menu. The launch of our first QSR
outlet in Sikar marks a pivotal step in Company's
journey towards becoming a diversified foodservice
provider. Through strategic and operational
excellence, we aimed to redefine the QSR experience,
offering consumers a blend of traditional flavors
and contemporary dining options.

This strategic move not only marks our entry
into the high-growth QSR sector but also aligns
with our vision to build a "House of Brands", that
will enable us to cater to a broad spectrum of
consumer preferences across various segments.
This initiative is key to positioning Brand 'Bikaji' as
a leading force in the food and hospitality industry,
while continuously meeting evolving consumer
demands and delivering sustainable value to
our stakeholders.

F. ACQUISITION OF HAZELNUT FACTORY FOOD
PRODUCTS PRIVATE LIMITED BY BIKAJI FOODS
RETAIL LIMITED

As a part of our broader strategic initiative to
expand our Quick Service Restaurant (QSR)
business vertical through the creation of a "House
of Brands" strategy, we are pleased to announce
a significant step in broadening our business
portfolio, through the acquisition of a majority stake
in Hazelnut Factory Food Products Private Limited
("THF"), marking a pivotal step in intensifying our
range. On October 16, 2024, Bikaji Foods Retail
Limited ("BFRL"), a wholly-owned subsidiary of the

Company, announced to made a strategic investment
of H 13,101 Lakh (Rupees Thirteen Thousand One
Hundred and One Lakh Only) to acquire a total of
53.02% equity stake in THF, with the transaction
structured in multiple tranches. The first tranche,
completed on October 26, 2024, BFRL acquiring
40.40% equity stake in THF, resulting in THF
becoming an associate of BFRL. The acquisition of
remaining equity stake is expected to be completed
within the next 2 (Two) Years, further consolidating
our stake and enhancing our operational synergy
and bolstering our position in the expanding food
and beverage sector.

THF, based in Lucknow, India operates as a premier
Cafe cum Artisanal sweets brand, within the
Food and Beverage (F&B) industry. The brand is
renowned for its specialty coffee, artisanal sweets,
bakery & patisserie and related products, along
with an extensive cafe menu. THF is one of the
fastest-growing brands in F&B sector, known for
its innovative approach, engaging in the business
of manufacturing, distribution, and sale of a diverse
range of food and beverage items, including Bakery
and Patisserie items, Artisanry Sweets, Desserts
Bread, savouries and snacks, etc. These products
are available through THF's cafes located in Uttar
Pradesh and Delhi, as well as through e-commerce
channels and food aggregator platforms.

By integrating THF into our portfolio, we will
enhance our offerings in the premium bakery
and patisserie segment, while expanding our cafe
options to cater to evolving consumer preferences.

G. INCORPORATION OF BIKAJI BAKES PRIVATE
LIMITED

As part of the Company's ongoing strategic
expansion efforts, we are pleased to inform about
the incorporation of a new wholly-owned subsidiary
in the state of Rajasthan, India. This decision
reaffirms our commitment to broadening our
operational footprint and reinforcing our market
presence across multiple sectors. By expanding into
new verticals, we aim to strengthen our competitive
edge while seizing new opportunities for growth
and value creation.

On December 28, 2024, the Company incorporated
Bikaji Bakes Private Limited ("BBPL"), a wholly-
owned subsidiary, with 100% equity stake. The
initial capital investment in BBPL was made on
December 28, 2024, with a subscription of 10,000
(Ten Thousand) Equity Shares, each with a face
value of H 10 (Rupees Ten Only) and the total value
of the initial investment amounted to H 1,00,000
(Rupees One Lakh Only).

BBPL will operate within the Fast-Moving Consumer
Goods (FMCG) Industry, focusing, specifically on the
bakery industry. The entity presents a significant

opportunity for diversification, enabling the
Company to explore and engage in new business
avenues. In particular, BBPL will be engaged in
the manufacturing, distribution and retailing of
premium frozen bakery products such as bread,
cakes, gluten-free items, croissants, viennoiserie,
and other bakery delicacies and operation of outlets
for a wide range of premium bakery products.

H. STRIKE-OFF OF BIKAJI MAA VINDHYAWASINI
SALES PRIVATE LIMITED

Bikaji Maa Vindhyawasini Sales Private Limited
("BMVSPL"), a subsidiary of the Company, remained
non-operational and did not commence any business
or commercial activity, since incorporation. Hence,
the Company filed an application for strike-off of
the BMVSPL under the provisions of Section 248(
2) of the Act. Accordingly, the Ministry of Corporate
Affairs, Government of India, approved the strike-
off, and the name of BMVSPL was officially removed
from the Register of Companies with effect from
March 19, 2025. As a result, BMVSPL stands
dissolved and ceases to exist as a subsidiary of the
Company from the said date.

3.    TRANSFER TO RESERVES:

During the financial year 2024-25, the Company has not
transferred any amount to any reserve and the Board of
Directors, after due consideration, have decided to retain the
entire profit of H 21,242.39 Lakh (Rupees Twenty-One Thousand
Two Hundred Forty-Two Lakh and Thirty-Nine Thousand Only)
in the Statement of Profit and Loss for the year.

4.    DIVIDEND:

The Dividend Distribution Policy ("Policy") of the Company is
strategically designed to strike a prudent balance between
rewarding our shareholders with dividends and retaining
sufficient profits within the business to support future
growth and strategic initiatives through reinvesting it into the
business. The Policy underscores the Company's unwavering
commitment to enhancing shareholders' value, while ensuring
financial flexibility and availability of adequate funds to
support Company's continued expansion, future initiatives and
development of business.

In alignment with this Policy and as a part of our ongoing
commitment to create long-term value for our esteemed
shareholders, we are pleased to inform that the Board
of Directors, at their meeting held on May 15, 2025, has
recommended a Final Dividend for the financial year 2024-25
and the proposed Dividend is H 1.00 (Rupee One Only) per equity
share representing 100% of Face Value of H 1.00 (Rupee One
Only) per equity share, aggregating to a total of H 25,05,92,710
(Rupees Twenty Five Crore Five Lakh Ninety Two Thousand
Seven Hundred and Ten Only). This recommendation is subject
to the approval of the Members at the ensuing 30^th Annual
General Meeting ("AGM") of the Company and additionally, the
Dividend, if approved, shall be subject to The Tax Deduction at
Source (TDS), as applicable.

The declaration of proposed Dividend is made in compliance
with the requirements of the Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") and is
in full compliance with the established Dividend Distribution
Policy of the Company.

For the financial year 2024-25, there have been no revisions or
alterations in the parameters of the Dividend Distribution Policy
of the Company and the Policy remains readily accessible, at all
times, to all the stakeholders of the Company on the Company's
website at https://www.bikaii.com/governance#policies.

5. MATTERS RELATED TO DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

• APPOINTMENT OF DIRECTORS:

The composition of our Board of Directors ("Board")
exemplifies our unwavering commitment to corporate
governance excellence, fully adhering with the
requirements outlined in the Section 149 of the Act
and Regulation 17 of the Listing Regulations. We pride
ourselves on maintaining a balanced and diverse Board
structure, which aligns with the principles of good
governance and strategic oversight. Our Board structure
is thoughtfully designed, which ensures a iudicious
balance of Executive and Non-Executive Directors, with
a deliberate emphasis on diversity, including 2 (Two)
Women Directors, and more than half of the Board
comprising of Independent Directors.

The appointment of a new Director undergoes
comprehensive and meticulous scrutiny process, headed
by the Nomination and Remuneration Committee ("NRC"),
which accurately assesses that the candidate possesses
the requisite skills, experience and competencies
in line with the Company's strategic goals and
operational landscape. The Board, acting on the NRC's
recommendations, independently assesses, validates
and confirms the appointments based on merits,
while, the Board also emphasizes on the importance of
diversity across various dimensions, including gender,
age, cultural perspectives, education background,
ethnicity and other relevant attributes and facets, which
collectively contribute to the well-roundedness and
effectiveness of the Board.

During the financial year 2024-25, the composition of the
Board of Directors remained unchanged, with no new
appointment of any Director being made and the Board
functions with its existing Directors, maintaining its
current structure and expertise.

As on March 31, 2025, our Board comprises of 9 (Nine)
Directors, which includes 3 (Three) Executive Directors (1
(One) of whom is a Woman Director), 1 (One) Non-Executive
and Non-Independent Director and 5 (Five) Non-Executive
and Independent Directors (which includes 1 (One)
Independent Woman Director). The Board's composition
is a reflection of a broad spectrum of expertise, drawing
from diverse regional and industry experience, regions

and disciplines, cultural and geographical backgrounds,
age, ethnicity, race and gender. It also encompasses a
variety of skills and knowledge, including, not limited
to, financial expertise and management, diversity, global
business strategy, leadership, intellectual property rights,
mergers and acquisitions, corporate governance, sales
and marketing, environmental, social and governance
(ESG) factors, leadership, risk management and other
specialized domain knowledge.

We are pleased to confirm that all the Independent
Directors appointed on our Board are individuals of
impeccable repute and integrity, each possessing
unparalleled expertise in their respective fields and
domains and the Board is confident that the collective
knowledge, competence and experience of its Directors
significantly enhance the governance framework of the
Company and contribute to the strategic decision-making.

We affirm that none of the Directors serving on the
Board of the Company has been debarred or disqualified
from being appointed or continuing as a Director of the
Company by the Securities and Exchange Board of India
(SEBI), Ministry of Corporate Affairs (MCA) or any other
regulatory or statutory authority.

•    RE-APPOINTMENT OF DIRECTORS:

Mr. Shiv Ratan Agarwal (DIN: 00192929), Chairman and
Whole-Time Director of the Company has successfully
completed his tenure as a Chairman and Whole-Time
Director of the Company on April 30, 2025. In accordance
with the provisions of the Act, Articles of Association of
the Company, and following a thorough performance
evaluation, the NRC and Board of Directors of the
Company at their meeting held on July 24, 2024, after
careful consideration, made the recommendation to the
Members of the Company of the re-appointment of Mr.
Shiv Ratan Agarwal (DIN: 00192929) as a Chairman and
Whole-Time Director. Following the recommendation
made by the NRC and Board of Directors of the Company,
the Members of the Company, at their 29^th AGM held on
September 25, 2024, through Special Resolution, had
considered and duly approved the re-appointment of
Mr. Shiv Ratan Agarwal (DIN: 00192929), as a Chairman
and Whole-Time Director of the Company for a further
period of 3 (Three) Years, effective from May 01, 2025 till
April 30, 2028.

•    DIRECTOR, RETIRING BY ROTATION:

In compliance with the requirements of the Section 152(
6) and other applicable provisions, if any, of the Act, read
with the rules made thereunder and in consonance with
the Articles of Association of the Company, Mr. Sachin
Kumar Bhartiya (DIN: 02122147), Non-Executive and Non¬
Independent Director of the Company is liable to retire
by rotation, at the forthcoming 30^th AGM of the Company
and being eligible, has offered himself for re-appointment
and has expressed his willingness to continue his office
as a Director in the Company. The NRC and Board has

recommended his re-appointment for approval by the
Members at the ensuing 30^th AGM of the Company.

A brief profile of the Director being re-appointed,
detailing their nature of expertise in specific functional
areas, disclosure of relationships between directors
inter-se, name of companies, in which they hold
directorships, committee memberships/ chairmanships,
their shareholding in the Company and other relevant
details, as stipulated under Secretarial Standard on
General Meetings ("SS-2"), issued by the Institute of
Company Secretaries of India ("ICSI") and Regulation 36
of the Listing Regulations, have been furnished in the
explanatory statement, accompanying the notice of the
upcoming AGM of the Company.

Mrs. Shweta Agarwal (DIN: 00619052), Whole-Time
Director of the Company, was liable to retire by rotation
at the 29^th AGM of the Company, held on September
25, 2024. Subsequently, the Members of the Company
approved the re-appointment of Mrs. Shweta Agarwal
to continue her service with the Company. Her re¬
appointment underscores her significant contribution
to the achievement of the Company's goals and her
commitment to upholding the highest standards of
corporate governance.

•    CESSATION:

During the financial year 2024-25, there were no
resignations or cessations of any Director from the Board
of the Company. All the Directors on the Board of the
Company continue to serve in their respective capacities
and roles, contributing to the effective governance and
strategic direction of the Company.

Commitment to Transparency: The Company remains
steadfast in its commitment to ensuring transparency in
its operations and fostering trust with its shareholders
and we recognize the vital role of our Directors, which is
instrumental in steering the strategic vision and direction
of the Company. To provide shareholders with all¬
inclusive understanding of the Board, the detailed profile
of our esteemed Directors, including their background,
qualifications, areas of expertise and other pertinent
information, are available on the Company's website
at https://www.bikaii.com/governance#board. which
enables the stakeholders to gain valuable insights into
the qualifications and capabilities of the Board Members,
who are influential in guiding the Company's future
growth and success.

•    KEY MANAGERIAL PERSONNEL:

During the year under review, the Company maintained a
stable and consistent Key Managerial Personnel ("KMP")
team, with no changes. This stability in the leadership
structure has been integral in maintaining operational
continuity, providing strategic direction, seamless
execution of operations across the organization and
ensuring effective management of the Company's day-
to-day activities.

Our fervent KMPs bring a wealth of expertise, knowledge
and experience across diverse sectors, enabling them
to effectively navigate the challenges of the evolving
business environment and their leadership has been
fundamental in driving the Company towards achieving
its strategic goals and operational excellence. As we move
forward, we are confident that the stability in our KMP will
continue to serve as a valuable asset, providing a strong
foundation for sustainable growth and long-term success.

•    NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2024-25, the Board of Directors
of the Company met 5 (Five) times, to discuss and
deliberate on matters of strategic importance, financial
performance, risk management, governance and other
key business operations.

The specifics of these Board Meetings, including the
attendance of individual Directors are expansively
outlined in the Corporate Governance Report, forming
integral part of this Annual Report.

•    COMMITTEES OF THE BOARD:

In line with our commitment to strengthening the
corporate governance practices and adhering to the
requirements of the Listing Regulations, there were
no changes made to the composition of the existing
key Committees of the Board. The existing structure
was retained to uphold continuity and maintain the
independence, effectiveness, and transparency withing
the Company's governance framework.

As a part of our continued focus on good corporate
governance practices, the maiority of the Members
in all the statutory Board Committees comprises of
Independent Directors. This composition structure
ensures that these Committees operate with the highest
degree of obiectivity, independence and make decisions
that are independent of management influence and
providing unbiased and obiective recommendations to
the Board. We are pleased to report that, during the year
under review, there have been no instances, where the
Board has not accepted any of the recommendations put
forth by the Committees.

For detailed insights into the various Committees
constituted by the Board, encompassing their composition,
terms of reference, meetings frequencies and attendance
thereat, etc., the stakeholders are encouraged to refer
and review the Corporate Governance Report, forming
integral part of this Annual Report.

•    INDEPENDENT DIRECTORS' MEETING:

In line with the regulatory requirements and to further
enhance the governance standards of the Company,
during the financial year 2024-25, the Independent
Directors met 2 (Two) times on February 06, 2025
and March 21, 2025, without the attendance of Non¬
Independent Directors and Members of the management
of the Company, ensuring entirely independent

discussions and focused on matters pertaining to the
governance and performance of the Board.

The Independent Directors met inter-alia, to:

Review the performance of the Non-Independent
Directors and the Board as a whole.

Review the performance of the Chairperson of the
Company, taking into account the views of the Executive
Directors and Non-Executive Directors of the Company.

Assess the quality, quantity and timeliness of flow of
information between the management of the Company
and the Board of Directors of the Company that is
necessary for the Board of Directors to effectively and
reasonably perform their duties.

6. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received individual declarations from each
of its Independent Director, as mandated by the requirements
of the Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations, affirming that they meet the criteria of
independence, as delineated in the Act and Listing Regulations.

Each Independent Director has confirmed that:

they fulfil the criteria of independence, as detailed
under the Section 149(6) of the Act and Regulation
16( 1)(b) of the Listing Regulations.

they are not disqualified from being appointed or
continuing as an Independent Director under the statutory
requirements of the Act or Listing Regulations.

they have registered themselves in the data bank
maintained by the Indian Institute of Corporate Affairs, as
mandated by the applicable law.

The Independent Directors of the Company adhere to the
Code for Independent Directors, as prescribed in the Schedule
IV of the Act. Based on the declarations received from the
Independent Directors, the Board of Directors has duly
assessed and evaluated their independence and has duly
confirmed and recorded its opinion that all the Independent
Directors are independent of the management. Likewise, the
Board has confirmed that they have satisfied and complied
with the requisite conditions set forth under the governing
provisions of the Act, in conjunction with the accompanying
rules and Listing Regulations.

The Company places substantial emphasis on the orientation
and familiarization programmes of its Independent Directors, to
ensure they are well-equipped with the knowledge, information
and insights required to discharge their duties effectively. To
this end, the Company conducts comprehensive familiarization
programs for its Independent Directors, covering key aspects of
the Company's operations, governance structure and practices
and regulatory requirements. The details regarding the
familiarization programs provided to the Independent Directors

are comprehensively outlined in the Corporate Governance
Report, forming integral part of this Annual Report.

7.    CHANGE IN THE NATURE OF BUSINESS, IF ANY:

As required to be reported pursuant to the requirements of the
Section 134(3)(q) of the Act, read with the Rule 8(5)(ii) of the
Companies (Accounts) Rules, 2014, the Company confirms that
there has been no change in the nature of business carried on
by the Company throughout the financial year 2024-25 and the
Company has persistently continued to engage in its existing
business activities, maintaining a focused approach, without
any deviations or alteration.

This steadfast consistency in the business operations
reinforces the Company's commitment to its core objectives
and long-term strategies and vision. It demonstrates the
steadiness and resilience of the Company's business model,
further underpinning its position within the industry landscape.
As a result, stakeholders can remain assured of the Company's
sustained focus and consistent approach in pursuing its
established business endeavors with integrity and dedication.

8.    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 STATEMENTS RELATE AND
THE DATE OF THE REPORT:

As of the date of this report, the Company hereby reports
that there have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year of the
Company to which this financial statement relates and the
date of this Report. This stability in the Company's financial
standing underscores the sound financial management and
practices, strategic foresight and prudent decision-making.
Therefore, no additional disclosures or specific details are
warranted at this stage.

The Company's continued financial stability reflects the
Company's unwavering commitment to maintaining effective
governance, sound decision-making and a stable and secure
financial trajectory. As such, the Shareholders, Investors, and
other Stakeholders can continue to have confidence in the
Company's ability to uphold its financial stability and pursue its
well-planned growth objectives.

9.    SHARE CAPITAL:

AUTHORIZED SHARE CAPITAL:

As on March 31, 2025, the Authorized Share Capital of
the Company is H 36,00,00,000 (Rupees Thirty-Six Crore
Only) divided into 36,00,00,000 (Thirty-Six Crore) Equity
Shares, having face value of H 1.00 (Rupee One Only)
each. Particularly, there has been no change in the
Authorized Share Capital of the Company during the
period under review.

• ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

As on March 31,2025, the Issued, Subscribed and Paid-up
Share Capital of the Company reflects an enhancement,
having increased from H 25,03,82,180 (Rupees Twenty-
Five Crore Three Lakh Eighty Two Thousand One Hundred
and Eighty Only) comprising of 25,03,82,180 (Twenty-Five
Crore Three Lakh Eighty Two Thousand One Hundred and
Eighty) Equity Shares having face value of H 1.00 (Rupee
One Only) each to H 25,05,92,710 (Rupees Twenty-Five
Crore Five Lakh Ninety-Two Thousand Seven Hundred
and Ten Only) comprising of 25,05,92,710 (Twenty-Five

Crore Five Lakh Ninety-Two Thousand Seven Hundred
and Ten) Equity Shares having face value of H 1.00
(Rupee One Only) each, with the augmentation occurring
once during the financial year 2024-25, as a result of
allotment of equity shares under the Employee Stock
Option Scheme of the Company, which is a reflection of
the Company's continued commitment to incentivize and
reward its employees, thereby strengthening its human
capital, which remains central to its sustained growth
and long-term vision and further aligning their interests
with those of the shareholders and growth and success
of the business.

The specifics of Equity Shares allotted during the financial year 2024-25 are outlined below:

S. Date of Allotment No.	Name of Scheme	No. of Equity Shares allotted	Face Value per Equity Share (in ?)	Nature of Consideration
1 February 26, 2025	Bikaji Employee Stock Option Scheme 2021 - Scheme I	2,10,530 (Two Lakh Ten Thousand Five Hundred and Thirty)	1.00	Cash

It is pertinent to note that, during the period under review, 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 face value of H 1.00
(Rupee One Only) each, ranking pari passu, ensuring a fair and
equitable treatment for all its shareholders.

10. PARTICULARS OF EMPLOYEE STOCK OPTION
SCHEME:

The Company is steadfast in its commitment to nurturing a
culture of ownership and recognizing the contributions of
its employees, by rewarding the employees, while aligning
individual performance with organizational objectives. In
alignment with our goal of fostering engagement, accountability
and a shared sense of purpose, the Company has 2 (Two)
distinctive Schemes: Bikaji Employees Stock Option Scheme
2021 - Scheme I ("Scheme-I") and Bikaji Employees Stock Option
Scheme 2021 - Scheme II ("Scheme-II") (collectively referred
as "ESOP Schemes"). The ESOP Schemes are in adherence
with the requirements stated in the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations").
No changes have been made to the ESOP Schemes, following

the approvals obtained from the Board of Directors and the
Members of the Company on January 25, 2023, and March 02,
2023, respectively, subsequent to the listing of the Company on
the stock exchanges.

The overarching objectives of these ESOP Schemes are to
attract, retain high-calibre talent, incentivize employees to align
their personal efforts with the Company's broader strategic
objectives and enhance engagement in the Company's growth
trajectory. By offering employees the opportunity to participate
in the Company's equity, the Company aims to enhance a sense
of ownership and responsibility among its employees, thereby
reinforcing their commitment to the long-term growth and
success and sustainability of the business.

The Scheme-I encompasses 45,00,000 (Forty-Five Lakh) options,
each convertible into 1 (One) Equity Share, while Scheme-II
comprises of 5,00,000 (Five Lakh) options, each convertible
into 1 (One) Equity Share of the Company. These ESOP
Schemes are an integral component of our strategy to foster
a high-performance culture, where employees are motivated
to contribute to the Company's ongoing success. By linking
employee rewards to the Company's long-term performance,
we aim to drive sustainable value creation for all stakeholders,
as well as long-term success of the Company.

A summary of the options under Scheme-I and Scheme-II, as on March 31,2025, is outlined below:

S.	PARTICULARS	SCHEME-I	Â	SCHEME-II
No.		JANUARY 07, 2022 DECEMBER 13, 2023		JANUARY 07, 2022
1.	Total Option available for Grant	45,00,000	Â	5,00,000
2.	Options granted	8,45,500	6,18,000	2,05,050
3.	Options lapsed	68,215	65,650	49,550
4.	Options exercised	7,74,900	2,08,130	99,800
5.	Options outstanding	2,385	3,44,220	55,700

 

For a comprehensive disclosure vis-a-vis compliance with the
Section 62 of the Act, read in conjunction with the Rule 12(9)
of the Companies (Share Capital and Debentures) Rules, 2014,
refer the "Annexure I" of this report.

In addition, the disclosures mandated under the requirements
of the Regulation 14 of the SEBI SBEB & SE Regulations
relating to all the appropriate disclosures pertaining to
ESOP Schemes have been made readily accessible to all the
stakeholders of the Company on the Company's website at
https://www.bikaii.com/.

11.    SHARE TRANSFER SYSTEM, DEMATERIALISATION OF
SHARES AND LIQUIDITY:

As of March 31, 2025, a total of 25,05,92,708 (Twenty-Five
Crore Five Lakh Ninety-Two Thousand Seven Hundred and
Eight) Equity Shares of the Company, representing 99.99%
of the total Issued and Paid-Up Equity Share Capital, were
held in dematerialized form and only 2 (Two) Equity Shares,
representing a negligible fraction of the total Issued and Paid-
Up Equity Share Capital, were held in physical form by 1 (One)
Shareholder of the Company. The Company remains steadfast
in its commitment to facilitating a seamless and efficient
transition towards complete dematerialization of Equity Shares,
ensuring ease of trade and enhanced shareholder convenience.

The Equity Shares of the Company are frequently traded
on both the BSE and NSE, reflecting not only strong market
demand of the Company's Equity Shares, but, also, liquidity and
investor confidence in the Company's financial stability and
growth prospects.

For a detailed analysis and insights into the Company's
shareholding structure, trading trends, activity and other allied
matters, the stakeholders are required to review the Corporate
Governance Report, forming integral part of this Annual Report.

12.    GOVERNANCE, COMPLIANCE AND BUSINESS
INTEGRITY:

The Governance, Compliance and Business Integrity stands as
a critical pillar in every organizational framework, delivering
high-value solutions that safeguard the Company's interests
and empower its long-term growth trajectory in an increasingly
volatile and unpredictable global environment. Anchored by
the principle of "Value with Values", our Legal team serves
as a strategic partner, advising and guiding across key areas
such as product claims, mergers and acquisitions, legislative
developments, competitive integrity, business governance, and
corporate compliance.

In an era defined by rapid technological evolution and shifting
consumer dynamics, the need for a resilient and forward¬
thinking legal framework has never been more pronounced.
In this context, the protection of data privacy and security
has emerged as a top priority. Bikaji is resolutely focused on
fortifying its data protection mechanisms, ensuring that legal
and security frameworks we have in place meet the highest
international standards.

The Legal function plays a key role in maintaining Corporate
Governance excellence, ensuring strict adherence to regulatory
requirements, supporting Board processes, and facilitating
timely disclosures and statutory filings. This ensures that your
Company remains compliant, accountable, and aligned with
best practices in corporate administration.

The Legal function's approach is characterized by innovation
and agility. By continuously embracing cutting-edge
technologies, we ensure that our legal operations remain
aligned with the Company's growth objectives, while, remaining
adaptable to emerging challenges. We have enhanced our
collaborations with key stakeholders, including e-commerce
platforms, industry associations, and regulatory bodies, to
combat counterfeiting across multiple channels and markets.

Moreover, our Legal function remains deeply committed to
shaping a progressive and balanced regulatory environment.
By engaging with industry leaders, national and regional
regulators, and thought leaders, we strive to influence the
development of policies that support sustainable growth,
ethical competition and highest standards of governance.

Looking ahead, the Legal function will continue to provide
trusted guidance, reinforcing our commitment to integrity,
governance, and long-term resilience.

13. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company is resolutely committed to fostering a culture
of highest transparency, integrity and ethical conduct across
all aspects of its business dealings. In alignment with this
commitment and in compliance with the requirements of the
Section 177(9) and 177(10) of the Act, read with the Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014
and Regulation 22 of the Listing Regulations, the Company has
implemented a robust and comprehensive 'Whistle Blower
Policy' ("Policy").

This Policy establishes a complete framework that empowers
Directors, Employees, and other Stakeholders to report,
confidentially, any instances of unethical behavior or conduct,
fraud, financial mishandling, mismanagement or violation of
the Code of Conduct of the Company, across all the business
activities. It provides a transparent framework for addressing
concerns across all the business activities, while underscoring
the Company's unwavering commitment to safeguarding
the interests of whistle blower, who use such mechanisms,
in good faith, ensuring protection against any form of
retaliation. Moreover, the Policy guarantees safeguards against
victimization and allows for direct access to the Chairperson
of the Audit Committee in appropriate, sensitive or exceptional
cases, ensuring that concerns are addressed with the highest
level of priority and discretion.

Detailed information connecting to the Whistle Blower Policy
is outlined within the Corporate Governance Report, forming
integral part of this Annual Report. The complete Policy is
available on the Company's website at https://www.bikaii.com/
governance#policies.

14.    CODE OF CONDUCT:

In alignment with the requirements of the Regulation 17( 5)
of the Listing Regulations, the Company has instituted a robust
and comprehensive Code of Conduct for Board of Directors
and Senior Management of the Company ("Code"). This Code
is designed to ensure that the highest standards of ethical
conduct, professionalism, and accountability are maintained
across all levels of leadership within the Company.

Every Member of the Board of Directors and Senior Management
have affirmed their adherence with the requirements of the
Code for the financial year 2024-25. A declaration confirming
this compliance, duly signed by the Managing Director of the
Company, is embraced in the Corporate Governance Report,
forming integral part of this Annual Report.

The Code emphasizes the importance of integrity, transparency
and ethical conduct in all business operations. It mandates
that all Directors and Senior Management Personnel uphold
the highest standards of professionalism and integrity in all
business interactions, fostering an environment of trust and
transparency, at every level. The Code requires respectful,
courteous behavior and professional interactions, ensuring that
all dealings are characterized by courtesy and mutual respect
and further, foster a positive and inclusive corporate culture.

To further reinforce our commitment to ethical governance and
transparency, the Code is readily available on the Company's
website at https://www.bikaii.com/governance#policies.
highlighting the Company's ongoing perseverance to
maintaining the highest standards of corporate governance
and aligning our operations with the best practices in
ethical conduct.

15.    DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY'S OPERATIONS IN FUTURE:

The Company is pleased to report that during the financial year
2024-25, there have been no significant and material orders
passed by any Regulators or Courts or Tribunals that would, in
any way, impact or ieopardize the going concern status of the
Company or adversely affect the Company's future operations,
which reflects Company's strong regulatory standing, ensuring
the continued stability and growth of its business.

16.    DETAILS OF SUBSIDIARY, JOINT VENTURES AND
ASSOCIATE COMPANIES:

As on April 01,2024, the Company had 5 (Five) unlisted subsidiary
companies, of which 2 (Two) were Wholly-Owned Subsidiaries.
Over the course of the financial year 2024-25, several strategic
decisions were executed to enhance the Company's growth
path and expand its market presence, through which we re¬
shaped the Company's subsidiary structure, which include the
following key changes:

• Acquisition of a 55% equity stake in Ariba Foods Private
Limited on September 04, 2024;

•    The incorporation of 2 (Two) wholly-owned subsidiaries,
namely Bikaji Foods Retail Limited and Bikaji Bakes
Private Limited, in the state of Rajasthan, India, on
September 20, 2024 and December 28, 2024, respectively;

•    The name of Bikaji Maa Vindhyawasini Sales Private
Limited, a non-material subsidiary, has been struck-off
by the Ministry of Corporate Affairs. Accordingly, BMVSPL
ceases to exist as a Subsidiary of the Company with effect
from March 19, 2025.

As on March 31, 2025, the Company operates with following
stated 7 (Seven) Subsidiaries, including 4 (Four) Wholly-Owned
Subsidiaries and 1 (One) Associate Company. Notably, the
Company currently does not have any material subsidiary.

A.    Subsidiaries:

i.    Petunt Food Processors Private Limited

ii.    Vindhyawasini Sales Private Limited (WOS)

iii.    Bikaji Foods International USA Corp (WOS)

iv.    Bikaji Mega Food Park Private Limited

v.    Ariba Foods Private Limited

vi.    Bikaji Foods Retail Limited (WOS)

vii.    Bikaji Bakes Private Limited (WOS)

B.    Associate

i.    Bhujialalji Private Limited

The Company does not have any Joint Venture as at
March 31,2025.

For full transparency and a comprehensive understanding
of the subsidiaries and associate Companies, the exhaustive
information are as follows:

•    SUBSIDIARY COMPANIES:

Petunt Food Processors Private Limited (PFPPL): The

Company holds a 51.22% equity stake in PFPPL, which
operates in the food sector, engaged in the manufacturing,
processing, preparing, preserving, refining, buying,
selling, packing, re-packing, labelling, sorting, grading
directly or sub-contracting and distribution of a diverse
range of food and related products. PFPPL is involved
in the end-to-end production and delivery of food and
related products, ensuring quality and consistency across
its operations, with the strategy of expanding our footprint
in the food processing sector.

Vindhyawasini Sales Private Limited (VSPL): VSPL
is a wholly-owned subsidiary with a 100% equity stake
held by the Company, VSPL is actively engaged in the
business of stockiest ship, distribution ship, marketing of
FMCG items, food and beverage items etc., and to do the
business of agency and manufacturer's representative
for undertaking, the sell or purchase or keep in deposit
(other than money) or under any other terms, goods,

articles, merchandise or properties of any kind and
dispose-off the same according to the directions of the
customer and according to the usage of the trade.

The approval for the Scheme of Amalgamation of VSPL
with the Company is currently pending before the
Hon'ble NCLT. For more information, please refer to the
section titled as "Results of Operations and State of the
Company's Affairs".

Bikaji Foods International USA Corp (Bikaji USA):

Bikaji USA in the United States represents a significant
expansion of our global operations. The Company holds
100% stake in this Wholly-Owned Subsidiary, Bikaji USA is
primarily affianced in the business of Wholesale Traders,
sellers, distributors of all kinds of snacks, namkeen,
bread, biscuits, bakery products, confectionery and
other related foods products. With a focus on expanding
Company's footprint in the USA territory market,
increasing exports, this subsidiary plays a key role in
enhancing the Company's global presence.

During the financial year 2024-25, the Company has
made a strategic investment by way of an additional
subscription of 10,000 (Ten Thousand) Common Stock of
$ 10 (US Dollar Ten) each, amounting to $ 1,00,000 (US
Dollar One Lakh) in Bikaji USA.

Bikaji Mega Food Park Private Limited (BMFPPL): With
an equity stake of 51% held by the Company, BMFPPL is
principally involved in the business of FMCG and its key
operations focuses on development, design, construction,
marketing and operation and maintenance of the Food
Processing Park, alongside the owning, promoting,
establishing, participating, developing, improving and
sponsoring of all kind of sports and related ventures. The
BMFPPL's role in marketing and branding of the "BIKAJI"
brand plays a pivotal role in the Company's long-term
strategy to expand its footprint in the food industry.

The Board of Directors, at their meeting held on May 15,
2025, approved the divestment in Bikaji Mega Food Park
Private Limited, a Non-Material Subsidiary, by selling
off the entire equity stake of 51%, thereby ceasing to be
Subsidiary of the Company with effect from May 15, 2025.

Ariba Foods Private Limited (AFPL): As a part of our
continuous growth and diversification, during the financial
year 2024-25, the Company made a strategic investment
through acquiring an equity stake of 55% in AFPL. AFPL
specializes in the business of manufacturing and selling
of high-quality snacks under the brand name 'InDine',
and also, undertakes contract manufacturing services
for various third parties and its operations comprises of
manufacturing, marketing, distribution, sale of all type of
snacks & savories, frozen food including samosa, naan,
paratha, sweets, etc. For more information, please refer
to the section titled as "Results of Operations and State of
the Company's Affairs"

Bikaji Foods Retail Limited (BFRL): During the financial
year 2024-25, your Company has incorporated a new

wholly-owned subsidiary, in the name of Bikaji Foods
Retail Limited, with the Company holding 100% equity
stake. This venture marks a significant expansion by way
of engaging in the business of own, manage, administer,
establish, develop, lease, license, franchise, operate,
maintain and carry on the business of cafe, restaurant,
tavern, food catering services, snacks catering services,
ice cream catering services, quick service restaurants
(QSRs), food chain, travel catering, kiosk, mobile food
station, canteens, opening outlets, etc., and investment
thereto. With our aim to better expansion of business, and
not only diversify our offerings, but, also, to position the
Company favorably in this competitive market and pursue
the new business ventures. For more information, please
refer to the section titled as "Results of Operations and
State of the Company's Affairs".

Bikaji Bakes Private Limited (BBPL): During the financial
year 2024-25, the Company has incorporated a new wholly-
owned subsidiary in the name of Bikaji Bakes Private
Limited. BBPL is a vital part of our strategy to expand
our presence in the bakery and frozen food markets.
BBPL is engaged in the manufacturing, distributing and
operating outlet for a wide array of frozen bread, cakes,
gluten free products, croissants, viennoiserie, pastries
and other bakery products. This venture strengthens
the Company's position in the bakery and frozen food
segments, offering greater operational capabilities and
outspreads our competitive positioning in the market.
For more information, please refer to the section titled as
"Results of Operations and State of the Company's Affairs".

• ASSOCIATE COMPANY:

Bhujialalji Private Limited (BPL): The Company currently
holds a 49% equity stake in the BPL, which is engaged
in the FMCG division and with a specialization in the
manufacturing and trading of bhujia, namkeen and snacks,
marketed under the brand name "BHUJIALALJr and has
an extensive presence across modern trade, e-commerce
and quick-commerce platforms in the territory of India.
The strategic investment in BPL is integral to further
strengthening our market position in the FMCG sector,
enabling us to capitalize on emerging market trends and
further enhancing our product portfolio.

In compliance with the requirements of the Section 136
of the Act, the audited financial statements, including the
consolidated financial statements, along with the related
information of the Company and audited accounts of each
of its subsidiaries and associate company, are available
for review on the Company's website at https://www.
bikaii.com/financials.

Additionally, as per the necessities of the Section
129( 3) of the Act, read with Rule 5 of the Companies
(Accounts) Rules, 2014, a detailed statement in AOC-1,
containing salient features of the financial statements
of the Subsidiaries/ Associate is annexed herewith as
"Annexure II" to this Report. The detailed specifics of
the operations, financial performance, and other key

metrics of the subsidiaries and associate are provided
as part of the consolidated financial statement and
therefore, have not been repeated here for the sake of
brevity, ensuring full transparency and alignment with
regulatory requirements

17.    MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

In compliance with the requirements of the Regulation 34(2)
(e) of the Listing Regulations, in conjunction with the Part B of
the Schedule V mentioned therein, the Management Discussion
and Analysis Report for the financial year 2024-25 is set out in
this Annual Report.

This Report delivers an in-depth analysis of the Company's
financial performance, operational milestones, key
achievements, strategic initiatives and internal control system
during the period under review. It also addresses the key
challenges encountered, alongwith the Company's adaptive
strategies to mitigate them, and outlines the strategic direction
moving forward. The insights provided in this Report will not
only offer a thorough understanding of the Company's current
position, but also articulate its vision for sustainable growth
and long-term value creation.

By presenting a clear overview of the Company's performance
and future prospects, the Report aims to empower stakeholders
with the knowledge required to make well-informed decisions,
while reinforcing the Company's commitment to maintaining
the highest standards of corporate governance, transparency
and accountability.

18.    DEPOSITS:

During the year under review, the Company has neither
accepted, nor renewed any Deposits, as demarcated under
Section 73 of the Act and the Companies (Acceptance of
Deposits) Rules, 2014.

19.    COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has adhered
diligently all the applicable Secretarial Standards, issued by
the ICSI, as amended, from time to time, in line with the Section
118(10) of the Act, reflecting the Company's commitment to
operate with the highest levels of corporate governance,
transparency and regulatory compliance, emphasizing its
dedication to ethical business practices and accountability.

20.    ANNUAL RETURN:

In compliance with the requirements of the Section 92(3), read
with the Section 134(3)(a) of the Act, the Annual Return of the
Company for the financial year ended on March 31, 2025, has
been duly placed on the Company's website, which is readily
accessible to all the stakeholders and can be viewed at https://
www.bikaii.com/others#annual-return.

21.    NOMINATION AND REMUNERATION POLICY:

In alignment with the requirements set forth under Section 178
of the Act, along with the accompanying Rules and Regulation 19
of the Listing Regulations, the Company has instituted a robust
Nomination and Remuneration Policy ("NR Policy") governing
the process of selection, appointment, remuneration and other
related matters pertaining to the Directors, Key Managerial
Personnel (KMP), and Senior Management of the Company.

The NR Policy, inter-alia, delineates the clear and transparent
framework for the appointment, re-appointment and
remuneration of key personnel, ensuring a thorough evaluation
of several factors such as professional qualifications,
relevant industry experience, positive attributes, performance
evaluations and assessments, scope of responsibilities,
alignment with industry standards. Additionally, it takes into
consideration, the financial health and long-term strategic
objectives of the Company.

The remuneration decisions are made following a thorough
and strategic review, ensuring they are not only competitive
within the market, but, also, closely aligned with the Company's
vision, goals, and values and these decisions are premeditated
to incentivize performance and drive sustainable growth of all
the stakeholders.

The salient features of the NR Policy are expounded in the
Corporate Governance Report, forming integral part of
this Annual Report, further, this enhances the Company's
commitment to upholding the highest standards of transparency
and accountability in governance practices.

In the spirit of transparency and stakeholder engagement, the
NR Policy is also made available for review on the Company's
website at https://www.bikaii.com/governance#policies,
ensuring all stakeholders are informed and aligned with the
Company's governance standards.

22.    CORPORATE GOVERNANCE REPORT:

As a testament to Company's dedication to upholding the
highest corporate governance standards, your Company
remains steadfast in its adherence to the highest standards of
ethical conduct and transparency and our corporate governance
framework is aligned with the rigorous provisions outlined in
the Regulation 34 of the Listing Regulations, complemented by
the requisites of Para C of the Schedule V mentioned therein.
A separate dedicated and comprehensive Report on Corporate
Governance is included in this Annual Report, offering an
extensive overview of the Company's governance framework,
policies and practices, which collectively reinforce our
commitment to integrity, accountability, and stakeholder trust.

Additionally, in order to further affirm our compliance with
the corporate governance norms as stipulated in the Listing
Regulations, the Company has obtained a certificate from M/s
V. M. & Associates, Company Secretaries in Practice (Firm
Registration No: P1984RJ039200).

The certificate serves as a testament to the Company's
firm commitment to fostering transparency, integrity and
accountability in aft its business operations, and upholding
highest standards of corporate governance, serving as a clear
demonstration of our assurance to operational excellence and
ethical leadership. Together, the Corporate Governance Report
and the accompanying compliance certificate exemplify your
Company's determination in fostering trust and confidence
among its valued stakeholders.

23.    BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

At Bikaji, we acknowledge that the pursuit of sustainable
growth is intrinsically linked to our responsibility towards the
Environmental, Social, and Governance ("ESG"), recognizing it
as an innate pillar of our business ethos. We firmly believe that
responsible business practices are not only a moral imperative,
but, also, a strategic priority that ensures the long-term success
of the Company.

In pursuant with this commitment and philosophy, the Company
has prepared a comprehensive Business Responsibility and
Sustainability Report ("BRSR") for the financial year ended on
March 31,2025, as stipulated under the Regulation 34(2)(f) of the
Listing Regulations, forming integral part of this Annual Report,
providing a transparent, detailed account of the Company's
initiatives, progress, performance and achievements across the
ESG dimensions.

The BRSR precisely outlines Company's performance against
the 9 (Nine) core principles as laid down in the National
Guidelines for Responsible Business Conduct which presents
an in-depth report on our endeavors and actions under each
of these principles, reflecting our commitment to sustainable
and responsible business practices. In addition, this BRSR is
a demonstration of our relentless assurance to responsible
business practices, which, not only drive value creation, but,
also, contribute positively to the communities, we serve and
environment, we relish. Through this initiative, we continue to
strive toward a balanced, sustainable and responsible future
for all our stakeholders.

24.    PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:

The Company is governed by a well-defined and evenly
structured, robust Nomination and Remuneration Policy,
as conscientiously reviewed and approved by the NRC and
subsequently, adopted by the Board. This Policy encompasses
various aspects and guidelines, such as, appointment criteria,
remuneration structures, and performance evaluation
mechanisms for both Executive and Non-Executive Directors,
including Independent Directors, in full compliance with the
requirements set forth under the Act and Listing Regulations.

The Company's approach to the performance evaluation of
the Board, its Committees and individual Directors, including
Independent Directors is both comprehensive and rigorous
and the detailed evaluation process, which is systematically
delineated in the Corporate Governance Report, forming

integral part of this Annual Report, and the detailed evaluation
process reiterates the Company's commitment to maintaining
and confirming the highest standards of effective governance,
answerability and transparency.

Following this mechanism, reflects our leadership remains
aligned with regulatory requirements, industry best practices,
and evolving needs of our stakeholders and also, the process
highlights our dedication to fostering a culture of continuous
improvement and strategic oversight, essential for achieving
sustainable success.

25.    DIRECTORS' RESPONSIBILITY STATEMENT:

In compliance with the requirements of the Section 134(5) of
the Act, the Board of Directors of the Company, to the best
of their knowledge and belief and based on the information
and interpretations obtained by them, hereby confirms
and states that:

(a)    in the preparation of the annual accounts for the financial
year ended on March 31, 2025, the applicable accounting
standards had been followed with no material departures;

(b)    the Directors had selected such accounting policies and
applied them consistently and 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 and loss of the
Company for the financial year ended on March 31,2025;

(c)    the Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

(d)    the Directors had prepared the annual accounts for
the financial year ended on March 31, 2025 on a going
concern basis;

(e)    the Directors had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

(f)    the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

26.    STATUTORY AUDITORS AND THEIR REPORT:

The Company remains steadfast in its commitment to upholding
the highest standards of financial integrity, transparency and
governance, ensuring that our stakeholders are provided with
an accurate and reliable view of our financial health. In line with
this commitment and following the recommendation made by
Audit Committee and the Board of Directors of the Company, M/s
M S K A & Associates, Chartered Accountants (Firm Registration
No.: 105047W) and M/s Ashok Shiv Gupta & Co., Chartered
Accountants (Firm Registration No.: 017049N) were appointed as
the Joint Statutory Auditors of the Company by the Members, at

the 29^th AGM of the Company held on September 25, 2024, to hold
the office for a term of 5 (Five) consecutive years, commenced
from the financial year 2024-25 upto the financial year 2028-29,
i.e. till the conclusion of the 34^th AGM to be held in year 2029,
at such remuneration, as fixed by the Board of Directors and
Shareholders of the Company.

For the financial year 2024-25, the Joint Statutory Auditors
undertook a comprehensive audit of the Company's
financial statements, ensuring it provide a true, fair,
and accurate representation of the Company's financial
performance and position.

The Joint Statutory Auditors of the Company have affirmed
their eligibility to continue serving as the Statutory Auditors for
the Company for the financial year 2025-26, in compliance with
the requirements of the Sections 139 and 141 of the Act, and
relevant rules and regulations made thereunder. Throughout
the audit, they have remained independent and have adhered
to the highest standards of professional integrity and ethical.

Notably, during the year under review, no instances of fraud
were identified or reported by the Joint Statutory Auditors of
the Company in their Audit Report, as mandated under Section
143( 12) of the Act. Consequently, no additional disclosure is
necessitated under Section 134( 3) of the Act, reinforcing the
robustness of our internal controls and governance systems.

The notes on financial statements, as referred to in the Auditor's
Report, are comprehensive and self-explanatory, requiring
no additional commentary or clarification. Importantly, the
Auditor's Report for the financial year 2024-25 has been
issued with an Unmodified Opinion, affirming that the financial
statements are free from any qualifications, reservations, or
adverse remarks, and underscores our ongoing commitment
to the highest standards of corporate governance, ensuring
continued trust and confidence from our stakeholders
and investors.

27. SECRETARIAL AUDITOR AND THEIR REPORT:

• EXISTING SECRETARIAL AUDITOR

In compliance with the statutory requirements stipulated
under 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 appointed M/s S.K.
Joshi & Associates, Company Secretaries in Practice (Firm
Registration No.: P2008RJ064900), as the Secretarial
Auditor of the Company for the financial year 2024-25.

We are pleased to report that the Secretarial Audit
Report, issued in Form MR-3, by M/s S.K. Joshi &
Associates, Company Secretaries, does not contain any
qualification, reservation or adverse remark, reflecting
a comprehensive and compliant audit process. Likewise,
during the year under review, no instances of fraud were
reported by the Secretarial Auditor in their Secretarial
Audit Report, as stated by the Section 143(12) of the Act.
Consequently, no additional disclosures are mandated
under Section 134(3) of the Act.

For transparency and in compliance with regulatory
guidelines and for detailed review, the Secretarial
Audit Report issued in Form MR-3 has been annexed as
"Annexure III" to this Report, allowing stakeholders and
investors to fully assess our compliance framework and
further reinforcing our commitment to open and honest
corporate governance.

• JOINT SECRETARIAL AUDITORS

As the tenure of the current Secretarial Auditor concludes,
M/s S.K. Joshi & Associates, Company Secretaries has
been retired from their position as the Secretarial Auditor
of the Company, following the completion of their term.

In light of this, and following due process of the Act
and pursuant to the requirements of Regulation 24A
of the Listing regulations and in consultation with the
recommendations of the Audit Committee, the Board
of Directors, at their meeting held on May 15, 2025
has approved the appointment of M/s S.K. Joshi and
Associates, Company Secretaries in Practice (Firm
Registration No.: P2008RJ064900) and M/s V. M. &
Associates, Company Secretaries in Practice (Firm
Registration No.: P1984RJ039200), as the Joint Secretarial
Auditors of the Company, subject to the approval by the
Members of the Company through an Ordinary Resolution,
at the forthcoming 30^th AGM of the Company.

The proposed Joint Secretarial Auditors will serve for
the first term of 5 (Five) consecutive years, with effect
from April 01, 2025 to March 31, 2030, further ensuring
continuity and consistency in our governance practices.

In strict adherence to the requirements detailed under
the Regulation 24A(1A)(a) of the Listing Regulations and
the provisions directed under the Company Secretaries
Act, 1980, the proposed Joint Secretarial Auditors have
duly submitted the required documents i.e., consent
letter cum eligibility certificate, and valid peer review
certificate, affirming their preparedness and willingness
to undertake the Secretarial Audit of the Company for the
forthcoming term, starting from the financial year 2025¬
26, till the financial year 2029-30. This ensures a seamless
transition and reinforces our commitment to maintaining
the highest standards of corporate governance and
regulatory compliance.

28. INTERNAL AUDITOR:

At our Company, we place the utmost importance on
maintaining a rigorous and transparent internal control
framework to safeguard the integrity of our financial and
operational processes and long-term sustainability. In
alignment with the requirements set forth in the Section 138 of
the Act and rules made thereunder and applicable regulations
under the Listing Regulations, we have instituted a dedicated
comprehensive internal audit function to continually assess
and evaluate and fortify our internal controls processes and
risk management strategies.

To this end, the Board of Directors has duly appointed Mr.
Saurabh Kumar Agrawal, Associate Vice President - Finance,
as the Internal Auditor of the Company, in their meeting held
on July 24, 2024, as per the recommendation made by the
Audit Committee of the Company. Mr. Saurabh Kumar Agrawal,
Associate Vice President - Finance will continue to serve as the
Internal Auditor of the Company. His expertise and dedication
will continue to be instrumental in furthering our internal
audit processes, ensuring ongoing compliance, and enhancing
our commitment to maintaining the highest standards of
corporate governance.

Throughout the financial year 2024-25, the Internal Auditor
worked closely with the Audit Committee of the Board, along
with the Joint Statutory Auditors and Management. The
Audit Committee was regularly apprised of key Internal Audit
observations and recommendations. These efforts are integral
to ensuring that the Company remains vigilant in addressing
any potential risks and inefficiencies. The Audit Committee
thoroughly reviews the Internal Audit Reports and, where
necessary, oversees the implementation of corrective actions
to further strengthen our internal processes and controls. This
proactive approach underscores our unwavering commitment
to maintaining high standards of operational excellence
and enhancing the governance framework, sound financial
management and operational transparency.

We are pleased to report that during the year under review,
no instances of fraud were reported by the Internal Auditor, in
their Internal Audit Report, as directed by the Section 143(12) of
the Act. Consequently, no additional disclosure is necessitated
under Section 134(3) of the Act, reaffirming the strength and
reliability of our internal controls.

29. CORPORATE SOCIAL RESPONSIBILITY:

The Company is profoundly committed to fulfilling its social
requirements and strives to make a meaningful contribution to
the well-being of the society in which it operates. In alignment
with the requirements of the Section 135 of the Act, the Company
has a Corporate Social Responsibility ("CSR") Committee, the
details of which are comprehensively outlined in the Corporate
Governance Report, forming integral part of this Annual Report.

In accordance with the stipulations set forth under the Act, as
well as under the Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Company has prepared
and compiled the Annual Report on CSR activities, which is
furnished in the "Annexure IV" of this Report. In adherence to
the statutory requirements, the Company has adopted a robust
and well-structured CSR Policy, that is completely aligned
and complied with the legal framework of the Act. This Policy
encompasses clearly defined objectives, well-defined areas and
scope of focus, strategic mechanism for implementation and
monitoring, appropriate allocation of the CSR budget, and a
structured framework for transparent reporting and disclosure.

In the spirit of transparency and to ensure accessibility for
all the stakeholders and interested parties, the complete CSR
Policy is readily available for review on the Company's website
at https://www.bikaii.com/governance#policies. Our CSR

initiatives are a testament to our deep-rooted commitment
to social welfare, reflecting our wish to create sustainable,
positive impact on the society and communities we serve.

30.    PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

In compliance with the requirements of the Section 186 of the
Act, the detailed particulars of Loans and Guarantees given
and Investments made by the Company are disclosed in the
Financial Statements, together with the accompanying notes
thereto, which forms an integral part of the financial statements.

31.    PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:

At Bikaji, we prioritize and remain persistent to uphold the
highest standards of ethics, transparency and accountability.
This commitment is reflected in our approach to the Related
Party Transactions ("RPTs"), which are entered exclusively in
the ordinary course of business and on an arm's length basis,
ensuring that the interests of the Company and its stakeholders
are always safeguarded.

For the financial year 2024-25, we are pleased to report that
all the RPT undertaken during this period fully complied
with the applicable legal and regulatory requirements. Each
transaction was conducted with due diligence, in the ordinary
course of business and on an arm's length basis, in adherence
with the requirements of the Section 188 of the Act, relevant
rules and regulations, as well as the Regulation 23 of the
Listing Regulations.

During the year under review, all RPTs received prior approval
from the Audit Committee of the Company, which was also
approved by the Board of Directors, as part of the Company's
commitment to upholding sound Corporate Governance
practices. The Company has not entered into any contracts,
arrangements or transactions with related parties that would
be considered material in terms of Section 188(1) of the Act. As
such, the disclosure of related party transactions as required
under the requirements of the Section 134(3)(h) of the Act, read
with the Rule 8(2) of the Companies (Accounts) Rules, 2014 in
Form AOC-2 is not applicable on the Company.

To streamline ongoing business operations, the Board and Audit
Committee, at their meeting held on February 06, 2025, have
granted the omnibus approval for the repetitive nature RPTs
and the same are in ordinary course of business with related
parties for the financial year 2025-26. However, all these RPTs
will continue to be presented before the Audit Committee, on
a quarterly basis for their review, to ensure compliance and
transparency. Details concerning the RPTs have been unified
in the Note No. 36 of the Financial Statements, forming integral
part of this Annual Report, in adherence with the Indian
Accounting Standards (Ind AS) - 24.

The Company has formulated a comprehensive Policy on
Materiality of Related Party Transactions and on Dealing
with Related Party Transactions ("Policy"), to ensure the fair
treatment of all stakeholders and also, outline the procedures

to prevent and mitigate any potential conflicts of interest
between the Company and its stakeholders. For review, a copy
of the Policy is available on the Company's website at https://
www.bikaii.com/governance#poticies.

32.    CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The detailed information connecting to the conservation of
energy, technology absorption, foreign exchange earnings and
outgo, as mandated under the requirements of the Section
134(3)(m) of the Act, read with the Rule 8(3) of the Companies
(Accounts) Rules, 2014 are provided in the "Annexure V"
of this Report.

33.    DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

Bikaji remains firmly committed to a zero-tolerance policy
towards aft forms of discrimination, harassment, and any form

of misconduct, including sexuat harassment and is dedicated
to fostering a healthy and inclusive environment within its
workplace. Upholding the dignity and rights of aft employees
is of paramount importance, and continue to promote a safe,
respectful and inclusive work environment, which is exemplified
by our adherence to the Sexuat Harassment of Women at
Workplace (Prevention, Prohibition and Redressat) Act, 2013
("POSH Act"). In atignment with the requirements specified under
the POSH Act, the Company has imptemented a comprehensive
and robust Anti-Sexuat Harassment Poticy for the prevention of
Sexuat Harassment of Women at Workptace, underpinning the
Company's commitment towards providing and maintaining a
positive and safe work environment and a workptace, where
att emptoyees can thrive, without fear of discrimination or
harassment. The comptete Anti-Sexuat Harassment poticy is
avaitabte on the Company's website and can be accessed at
https://www.bikaii.com/governance#poticies.

In comptiance with the Section 4 of the POSH Act, Bikaji has
an Internal Comptaints Committee (ICC), tasked to address
and resotve any comptaints retated to sexuat harassment
at the workptace.

The fottowing is a summary of the comptaints received and resotved by the Company during the financiat year 2024-25:

S. No.	PARTICULARS	STATUS
1	No. of Comptaints pending at the beginning of the year i.e., Aprit 01,2024	Nit
2	No. of Comptaints received during the year	Nit
3	No. of Comptaints disposed-off during the year	Nit
4	No. of Comptaints remaining unresotved at the end of the year i.e., March 31,2025	Nit
5	No. of workshops or awareness programs against sexuat harassment carried out	The Company conducted 3 (Three) awareness programs for its emptoyees.
6	Nature of action taken by the emptoyer and District Officer	Not appticabte

By prioritizing the prevention, prohibition, and redressat of
sexuat harassment at workptace, Bikaji reaffirms its unwavering
commitment to uphotding and safeguarding the rights, dignity
and wett-being of every individuat within our workforce and
continue to take proactive steps to ensure that the Company's
work environment remains conducive to the professionat
growth and personat safety of att emptoyees.

34. QUALITY PROCESSES:

At Bikaji, our unwavering commitment to excettence is at the
core of our operations and remain resotutety committed to
etevating the quatity of our products, ensuring the consistent
detivery of superior, safe and comptiant offerings to our vatued
consumers. Our dedication to quatity is exemptified by the
accreditation of our manufacturing facitities, which have been
certified by independent, reputabte third-party organizations, in
atignment with the ISO 22000:2018 standard. This certification
serves as a testament to the Company's unwavering
commitment to maintaining the rigorous food safety and quatity
standards across att facets of our operations.

In our ongoing quest for excettence, Bikaji has devetoped and
systematicatty imptemented sustainabte systems and robust
processes that safeguard the integrity of food safety and

hygiene at every tevet. Our highty skitted speciatized Quatity
Assurance (QA) team intensified its focus on quatity assurance of
products across geographies and ensured process excettence,
harmonisation, and the imptementation of customized quatity
guidetines. The team activety drives continuous improvements
by conducting comprehensive, rigorous evatuations, at every
stage - from incoming raw materiats to in-process controts and
finat product assessments. In addition, the seamtess integration
of an advanced quatity modute within our Enterprise Resource
Ptanning (ERP) system enhances greater transparency in
quatity checks, fosters accountabitity, and facititates the swift
dissemination of resutts to att stakehotders.

Signifying our unyietding commitment to quatity and food
safety, we conduct both internat and externat audits of our
manufacturing facitities and management systems, at regutar
intervats. These audits are carried out in strict comptiance
with internationatty recognized frameworks and standards
such as the Food Safety Management System (FSMS), Brand
Reputation Comptiance Gtobat Standards (BRCGS), and
Quatity Management System (QMS). This rigorous approach
ensures our atignment with gtobat standards and comptiance
with att the pertinent regutations governing the production,
storage, distribution and tabeting of food products. Besides,
Bikaji compties with the requirements of the Food Safety and

Standards Act, 2006, and all other relevant Legal Metrology
requirements by adhering to international quality standards
and certifications. This underscores our commitment to
maintaining the highest levels of regulatory compliance and
delivers the products of highest caliber to its consumers.

To further solidify our commitment to excellence, your Company
fully adheres to internationally recognized quality standard
certifications, including ISO 22000, BRCGS, APEDA, EIC and
HALAL. By prioritizing these practices, we consistently deliver
excellent food products that not only meet, but exceed, the
highest standards for safety, quality and consumer satisfaction.

By steadily prioritizing these valued practices, Bikaji assures
all the stakeholders including investors, customers, and
regulatory bodies—that we remain resolutely focused on
upholding the highest standards of quality, delivering products
of exceptional excellence, and contributing to the trust and
value that defines our brand.

35. SUSTAINABILITY:

At Bikaji, sustainability is not merely a business strategy; it is
the core of our operations, driving every decision and shaping
our long-term vision. We recognize the profound responsibility
we hold as a responsible business in the FMCG division and
the vital importance of minimizing our environmental footprint,
while, maximizing value for our stakeholders and we are
committed to integrating sustainable practices that not only
benefit the environment, but, also, contribute to the well-being
of the communities we serve. Our sustainability journey is
grounded in the principles of resource efficiency, innovation,
environmental stewardship and social responsibility, ensuring
that we create lasting value and more sustainable future for all
our stakeholders.

A key pillar of our sustainability efforts is the transition to
renewable energy sources. As a part of our commitment to
reducing our carbon footprint and minimizing reliance on
non-renewable resources, we have implemented the use of
Bio-Gas into our business operations. This environmentally-
friendly fuel, a clean, renewable energy source is being utilized
across various aspects of our manufacturing processes,
helping us reduce greenhouse gas emissions and enhance
energy efficiency. By adopting biogas, sustainable alternative
to traditional fuels, we not only reduce reliance on fossil fuels
and lessen the environmental impact of our operations, but
also support the circular economy by transforming waste into
valuable resources.

Further advancing our environmental goals, the Company
has made further extension and investments in Solar Energy
solutions during the year, as a clean, renewable source of power.
We have installed Solar Panels across our Karni Plant location,
further decreasing our dependence on traditional energy grids
and reducing our overall carbon emissions. The integration
of solar energy aligns with our broader sustainability goals,
providing a reliable, eco-friendly energy solution that supports
our manufacturing processes and day-to-day operations
remain both efficient and environmentally responsible. This
move is a part of our broader ongoing commitment to reducing

our environmental impact and transitioning towards more
sustainable energy systems.

Our dedication to sustainability extends beyond energy
efficiency to enhancing biodiversity, combating climate change
and environmental health. The Company has undertaken
extensive Plantation initiatives, both at our operational sites
and in surrounding communities. Through these efforts, we
are actively contributing to reforestation, improving air quality,
enhancing local ecosystems, mitigating the impact of climate
change and creating a positive environmental impact. These
Tree-Planting Programs serve not only to enrich the natural
environment, but, also, to foster a sense of responsibility
and community engagement, aligning with our broader
environmental goals and commitment to corporate social
responsibility. These initiatives underscore our belief in the
power of collective action to support the environment and
foster a sustainable ecosystem for future generations.

In line with the Company's ongoing commitment to its ESG
goals, all our manufacturing plants have been designed and
operated as Zero Liquid Discharge (ZLD) facilities. This reflects
our proactive approach to environmental stewardship and
resource conservation. We have implemented a robust and
efficient system wherein all effluents are systematically treated
through our in-house Effluent Treatment Plant (ETP) and
Sewage Treatment Plant (STP).

Through these actions, your Company reaffirms its position as
a responsible corporate citizen, fully dedicated to sustainability
and continues to lead by example, signifying that sustainability
is not only essential for long-term growth, but, also, for creating
meaningful, positive change in the world. We remain focused
on continuously enhancing our environmental performance,
integrating innovative solutions that help protect and preserve
the planet for future generations, while delivering tangible value
to our stakeholders. We are proud of the progress we have
made and remain committed to advancing our sustainability
agenda, delivering long-term value for our stakeholders,
and setting a benchmark for responsible corporate practices
in the industry.

36. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

At Bikaji, we have consistently upheld the belief that our
employees are the greatest strength and cornerstone of
Company's success and sustainable growth and their dedication,
innovation, passion and commitment to excellence form the
bedrock of our attainments. Over the course of year, we have
initiated a range of strategic programs and activities, aimed at
fostering a dynamic environment that not only supports high
performance culture, but, also, promotes inclusivity, respect,
empathy and personal growth. These initiatives are logically
crafted to not only enhance professional competencies, but,
also, to empower personal advancement, empowering our
employees to realize their full potential, while aligning their
achievements with the overarching goals of the Company.

As of March 31, 2025, our workforce embraces 2,589 (Two
Thousand Five Hundred and Eighty-Nine) permanent
employees, a diverse group drawn from a wide array of social,

economic and geographic backgrounds. This diversity is not
only a reflection of our inclusive approach, but, also, a vital
source of strength, enabling us to tackle challenges we face,
with unique and fresh perspectives and innovative solutions.
In recognition of the immense value of this diversity, we
continue to invest in programs designed for skill enhancement,
leadership expansion, and a meritocratic environment, to
promote excellence in every facet of our operations and all
aimed at optimizing employee potential, increasing productivity,
and fostering a culture of continuous improvement.

At Bikaji, we place significant emphasis on creating a culture
of innovation, a workplace, where, employees are encouraged
to step outside their comfort zones, explore new avenues
and horizons, take on challenges, take ownership of their
professional and personal growth and achieve goals that align
with both their personal aspirations and Company's long¬
term objectives. Our comprehensive approach to employees'
development focuses not only on improving skills, but, also,
on nurturing leadership qualities, fostering collaboration,
and encouraging innovative thinking. By linking individual
aspirations with the Company's strategic objectives, we
ensure that our employees are not only equipped with the
skills to succeed, but, also, inspired to drive the Company's
mission forward.

In parallel, with our focus on individual development, we also
maintain a strong commitment to the advancement and well¬
being of our broader workforce, which includes our labor force,
ensuring that our approach is holistic and inclusive. Much like
the opportunities we offer to our employees, we ensure that our
labor force is provided with avenues for growth, skills training,
and long-term career development, this approach reflects our
commitment to a shared journey of growth, ensuring that all
individuals involved with the Company have access to the
resources they need to thrive.

Our approach to industrial relations is rooted in fostering a
culture of mutual trust and respect. We continually strive to
maintain harmonious relationships, proactively addressing
issues, promoting gender diversity, and supporting community
initiatives. We believe in an open dialogue with our workforce,
ensuring that their voices are heard, and their contributions
are valued, in that way, transparency, open communication,
and a shared sense of purpose are the pillars that sustain
our employee relations, ensuring that we continue to build a
collaborative and inclusive work environment, where, every
individual feels valued and empowered.

Our talent acquisition strategy is focused on attracting and
retaining high-caliber professionals across all functions.
Recognizing that a motivated and engaged workforce is central
to driving sustainable growth and achieving excellence, we
nurture an environment, where, performance is celebrated,
and excellence is the standard. By focusing on the 5 (Five)
key pillars: 5Ps - People, Policy, Process, Performance and
Productivity, we are driving forward the Company's vision
and mission, ensuring both business advancement and
customer satisfaction.

The introduction of the ESOP Schemes exemplifies the
Company's commitment to talent retention and aligning
individual aspirations with the broader vision of the Company.
Through these schemes, our permanent employees are
provided with the opportunity to become shareholders of the
Company, fostering a sense of ownership and expanding their
investment in the Company's long-term success.

Bikaji remains steadfast in its dedication to investing in its
people. By providing a nurturing, inclusive, and development-
focused environment, we ensure that every individual has
the opportunity to learn, grow, contribute, and succeed. Our
continued focus on employee development, harmonious
industrial relations and community engagement reflects our
unwavering commitment to creating value for all stakeholders,
driving innovation, and achieving excellence across all levels of
the organization.

37. CREDIT RATING:

In light of the developments and based on the strong
operational and financial performance of the Company, ICRA
Limited, a Credit Rating Agency has re-affirmed its rating on
May 23, 2024 as follows:

FACILITIES	RATING
Long term Rating	[ICRA]AA- (Stable)
Short term Rating	[ICRA] AA- (Stable)/ A1 +

38.    PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

In compliance with the requirements of the Section 197( 12)
of the Act, read with the Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the
required information and disclosures pertaining to the ratio of
the remuneration of each Director to the median remuneration
of employees, along with the other pertinent details, are
provided in the "Annexure VI", annexed to this report.

39.    ADEQUACY OF INTERNAL FINANCIAL CONTROL
WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company is committed to maintaining a rigorous and
comprehensive framework of internal financial controls that is
meticulously personalized to align with the scale, complexity
and strategic imperatives of its business operations. These
controls are designed with the paramount objective of
safeguarding the interests of all stakeholders, ensuring not
only the efficient conduct of operations but also the mitigation
of financial and operational risks. At the core of this system
is a strong emphasis on integrity, transparency and ethical
practices, which are integrated into the Company's work culture.

Our internal financial control system spans a broad spectrum,
encompassing entity-level governance, process-level
safeguards and IT controls. These multi-layered mechanisms
ensure the accuracy, reliability, and completeness of financial

records. In addition, these controls play a crucial rote in
preventing fraud, minimizing errors, and ensuring the
timeliness and accuracy of financial reporting. We undertake
regular and rigorous evaluations of the effectiveness of these
controls throughout the year, and the results consistently
affirm their effectiveness in managing both financial and
operational risks.

To further bolster the internal control framework, the Company
has also engaged a renowned firm of Chartered Accountants,
apart from Internal Auditor. This offers an impartial evaluation
of the internal control systems. The audit findings and reports
are presented to the Audit Committee, providing critical
insights and actionable recommendations for strengthening
controls, where necessary, for further action. This independent
oversight, coupled with our rigorous internal audit processes,
provides reasonable assurance to the Joint Statutory Auditors,
regarding the accuracy, integrity, reliability and transparency of
the Company's financial reporting.

In addition, the internal financial control systems are aligned
with and fully compliant with all the applicable regulatory
requirements of the Indian Accounting Standards (Ind AS), Act,
Securities and Exchange Board of India (SEBI) Regulations,
and other relevant legislative frameworks. By ensuring strict
adherence to these standards, the Company reinforces its
commitment to upholding the highest standards of corporate
governance and regulatory compliance.

For a more comprehensive understanding of the internal
financial controls, including their effectiveness and alignment
with the Company's strategic goals, refer the Management
Discussion and Analysis Report, which forms an integral part of
this Annual Report.

40. ENVIRONMENT, HEALTH AND SAFETY (EHS):

The Company is firmly committed to upholding the highest
standards of environmental sustainability and ensuring
the health and safety of all employees and stakeholders,
across all aspects of our operations. In strict adherence
to regulatory frameworks, licenses, and certifications, we
ensure that every facet of our business operations complies
with the most stringent and rigorous requirements. Through
our comprehensive Environment, Health and Safety Policy,
we place paramount importance on the well-being of our
workforce, employees, contractors and all those who interact
with our operations. This commitment is echoed in our offering
of robust healthcare benefits, extensive specialized training,
and consistent guidance on best practices in occupational
health and safety, all designed to foster a secure, healthy and
supportive working environment.

As environmental concerns continue to take center stage in the
global discussion, we are acutely aware of the impact of plastic
waste. In light of this and as a part of our ongoing commitment
to environmental responsibility, your Company has proactively
taken significant steps to mitigate its environmental footprint.
One of our key strategic initiatives is to fully comply with
the Plastic Waste Management Rules, 2016, which guide the
responsible disposal and recycling of plastic waste. Our efforts
are underpinned by a partnership with a technology-driven

company, for the Extended Producer Responsibility (EPR)
solutions. Through this collaboration, we are linking the digital
technologies to streamline and ensure the fulfillment of our
EPR obligations, effectively managing the end-of-life cycle
of our products in a manner that aligns with both regulatory
standards and global sustainability targets and minimize
environmental impact, contributing to a circular economy.

Further reinforcing our sustainability initiatives, we have
joined hands and entered into a progressive partnership
with a visionary, eco-conscious brand, which is dedicated to
making every home more sustainable—#HarGharSustainable.
This forward-thinking alliance enables us to transform waste
plastics, including laminates and packaging materials, into
innovative, sustainable products. By adhering to a zero-waste
policy and minimizing carbon emissions, it produces entirely
eco-friendly and vegan products, exemplifying our collective
dedication to ethical and sustainable practices and the resulting
products not only embody the future of sustainable fashion, but
also empower consumers to make environmentally responsible
choices without compromising on style or ethics.

In addition to our focus on waste management, the Company is
also leading the way in water conservation and taking significant
strides in water conservation by development of a state-of-the-
art wastewater treatment plant and implementing cutting-edge
water and wastewater treatment solutions. In January 2025,
we launched an ambitious project to establish a state-of-the-
art wastewater treatment plant, which will be fully operational
in coming months. This innovative facility will enable us to
re-cycle and re-use approx. 3,00,000 Liters of water per day,
significantly reducing our reliance on freshwater resources and
contributing to sustainable water management. The plant will
employ advanced methodologies and sustainable practices to
treat and re-cycle wastewater, ensuring minimal environmental
footprint/ impact, while, reinforcing our commitment to
contribute to broader water conservation efforts.

These initiatives are a testament to our Company's unwavering
dedication to sustainability and environmental responsibility.
We continue to lead by example in the FMCG segment,
proving that it is not only possible but essential to integrate
sustainability into every aspect of our operations. Through
these actions, we are creating long-term value for our
stakeholders and investors, while simultaneously contributing
to the broader global goals of environmental preservation,
resource conservation, and social responsibility.

Looking ahead, your Company remains steadfast in its
commitment to driving positive change through innovation,
responsible production practices, and a continued focus on
sustainability. We are proud of the strides we have made, and
we are excited about the opportunities that lie ahead to further
reduce our environmental footprint, promote health and safety
and create lasting value for all those who have entrusted us
with their support.

41. AWARDS AND ACCOLADES:

Your company has garnered significant recognition during
the year, for its exceptional performance and commitment
to excellence across various domains. Honored with four

prestigious Rajasthan Business Awards presented by The
Economic Times, which acknowledged our efforts in diverse
categories including 'Best Green Innovation', 'Beyond the
Boundaries Award', 'Best FMCG Food and Grocery Retailer' and
'HR Excellence Award. These accolades reflect our dedication
not only to sustainability and innovation but also to operational
excellence and nurturing a strong organizational culture.
In addition, we received the highly coveted 'Food Safety and
Quality Company of the Yeah award at the India Food Summit
& Awards 2024, a testament to our unwavering commitment
to food safety standards and superior product quality. Further
amplifying our industry impact, we were also recognized as
a 'Champion of Pitch Top 50 Brands 2024 by Laqshya Media
Group, underscoring our brand's influence, growth, and
consumer trust in a highly competitive market.

42.    APPOINTMENT OF NEW REGISTRAR AND SHARE
TRANSFER AGENT:

In accordance with the requirements of the Regulation 7 of
Listing regulations and based on the recommendations of the
Stakeholders Relationship Committee, the Board of Directors, at
their meeting held on May 15, 2025, approved the appointment
of M/s Beetal Financial and Computer Services Private Limited
("Beetal") as the new Registrar and Share Transfer Agent
("RTA") of the Company.

M/s MUFG Intime India Private Limited (formerly known as the
M/s Link Intime India Private Limited) ("MUFG") will continue
to provide RTA services to the Company and its shareholders
until the successful transition of electronic connectivity to the
Beetal is completed and requisite confirmations are received
from both the Depositories i.e., National Securities Depository
Limited (NSDL) and Central Depository Services (India)
Limited (CDSL).

A tripartite agreement among the Company, MUFG, and
Beetal will be executed to facilitate the transition process. The
effective date of the change in RTA will be intimated to the
Stock Exchanges in due course.

43.    RISK MANAGEMENT:

At Bikaji, we are committed to fostering a resilient and
sustainable business environment through the establishment
of an effective comprehensive risk management framework,
which is essential to sustaining long-term growth and
safeguarding the interests of all our stakeholders. To this
end, we have implemented a comprehensive and dynamic risk
management framework to robust financial, operational and
compliance controls into its core business processes, ensuring
the pro-active identification, assessment, and mitigation of
risks across all the levels of operations.

A key element of our risk management strategy is the Risk
Management Committee ("RMC"), operating under the direct
oversight of the Board and the RMC is entrusted with the
critical responsibility of formulating, executing, implementing
and continuously monitoring the Company's risk management
plan and strategies. The RMC is charged with ensuring that
effective risk management practices are embedded across
the organization and also, ensures that risks are effectively

identified and mitigated, while, also, overseeing the execution
of appropriate corrective actions, as needed and ensuring
continued alignment of risk management activities with
the Company's overall business goals. In addition, the
Audit Committee provides an additional layer of oversight,
focusing specifically on financial risks and internal control
systems, thereby enhancing the robustness of our risk
management system.

Our risk management approach is designed to pro-actively
identify and address risks that could potentially impact
the Company's strategic objectives, reputation, operational
continuity, financial integrity, and regulatory compliance. The
Company systematically evaluates and prioritizes these risks,
ensuring that potential threats are swiftly addressed through
well-defined mitigation plans. This approach ensures that
the Company remains agile and responsive to both external
and internal risks, enabling it to maintain business continuity
and strategic momentum. This ongoing process is vital to
maintaining the resilience of the Company in an ever-evolving
business landscape.

To formalize the risk management process, the RMC has
instituted the Risk Management Policy ("RM Policy"), which is
a cornerstone of our approach, formalizes our commitment
to identifying, assessing and managing risks across all facets
of business. The RM Policy not only provides a structured
framework for risk identification, but, also, sets forth clear
protocols for reporting and managing risks, at various levels
of the organization. It is continuously reviewed and updated
to ensure that it remains aligned with industry standards
and evolving business dynamics. The RM Policy is publicly
accessible on the Company's website at https://www.bikaji.
com/governance#policies, demonstrating the Company's
commitment to transparency, accountability, and best practices
in risk management.

In alignment with industry-leading practices Bikaji remains
vigilant in identifying emerging risks, including those related
to cybersecurity, supply chain disruptions, regulatory changes,
and environmental sustainability. Through this ongoing
commitment to effective risk management, the Company is well-
positioned to navigate uncertainties and seize opportunities for
growth, while, delivering long-term value to its stakeholders
and investors and enhance its reputation as a resilient and
forward-thinking organization.

44. STAKEHOLDERS ENGAGEMENT:

At Bikaji, we firmly believe that the foundation of sustainable
growth lies in meaningful and mutually beneficial relationships
with all our stakeholders. Our comprehensive multi-stakeholder
engagement model is designed to honor the diverse interests of
those, who are integral to our continued success. Recognizing
that stakeholder engagement is essential to realizing the
ambitious objectives outlined in our Environmental, Social, and
Governance (ESG) commitments, we remain steadfast in our
dedication to fostering partnerships that drive both business
performance and societal value.

We ensure that every interaction is built on a foundation of
integrity, transparency, and respect. Through this, we shape

our interactions with key stakeholders—ranging from partners,
suppliers, customers, and employees to shareholders,
governmental bodies, non-governmental organizations (NGOs),
and industry associations. The guiding frameworks establish
clear standards for ethical behavior across the Company,
setting the tone for how we engage with various stakeholders.
By adhering these, we foster trust, strengthen relationships
and create value that contribute to both business performance
and societal impact.

Our commitment to stakeholder engagement extends beyond
transactional relationships; it is about building long-term
partnerships based on openness and accountability. We
actively seek to understand and address the evolving needs
and expectations of our stakeholders, ensuring that our
interactions remain relevant, responsive, and aligned with
our ESG objectives. By fostering an inclusive and transparent
dialogue, we ensure that our business operations not only
thrive, but, also, create positive, sustainable value for all
those involved.

45.    LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE
and NSE and both the stock exchanges have nation-wide
trading terminals. As well, the Annual Listing Fees for the
financial year 2025-26 have been duly paid by the Company to
the BSE and NSE.

46.    OTHER DISCLOSURES:

In terms of the applicable requirements of the Act and Listing
Regulations, your Company provides the following additional
disclosures as on March 31, 2025, to ensure that all the
stakeholders remain well-informed and have access to accurate,
timely, and well-considered information, in line with our goal of
fostering trust and confidence in our business operations:

1.    Not issued any equity share with differential rights as to
dividend, voting or otherwise.

2.    Not issued any share (including Sweat Equity Share) to
employees of the Company under any scheme, except,
ESOP Schemes referred in this Report.

3.    No Buy-Back of Shares have been undertaken.

4.    Neither the Managing Director, nor the Whole-Time
Directors of the Company receive any remuneration or
commission from any of its subsidiaries.

5.    No amount or shares were required to be transferred to the
Investor Education and Protection Fund (IEPF).

6.    The maintenance of cost records, as stated by the Central
Government under the sub-section (1) of the Section 148
of the Act is not applicable to the Company.

7.    No application was made or any proceeding is pending
under Insolvency and Bankruptcy Code, 2016.

8. Requirement of one-time settlement with Banks or
Financial Institutions was not applicable on the Company.

47. ACKNOWLEDGEMENT:

The Board extends its profound gratitude to the Central
Government, various State Governments along with relevant
Government departments, regulatory authorities, Financial
Institutions and Banks, for their invaluable guidance, unwavering
support and continued co-operation. Their invaluable
contributions have assisted us to navigate challenges and seize
opportunities in a dynamic and competitive environment.

As well, we express our heartfelt appreciation to all the
dedicated employees, for their relentless pursuit of excellence,
innovative spirit, and unwavering commitment to the
Company's mission in driving the achievement of business
objectives. The Board recognizes that it is the collective effort,
hard work, and passion of our employees that has enabled us
to consistently deliver superior results and maintain a strong
market position. The Board recognizes and appreciates the
exceptional work ethic and unwavering loyalty demonstrated
by every member of our team.

The Board acknowledges the steadfast support and continued
co-operation extended by our shareholders, investors,
suppliers, distributors, retailers, individual director, as well
as auditors. Your trust and collaboration have been essential
in enabling us to meet our strategic objectives, and we are
deeply grateful for the shared commitment to our mutual and
sustained success.

We are also deeply grateful to our customers, whose loyalty
and continued patronage have been the driving force behind
our business. Their feedback and evolving needs inspire us
to constantly innovate, ensuring that we deliver products and
services of the highest quality, with the aim of consistently
exceeding expectations. We eagerly look forward to further
strengthening these relationships and continuing to meet the
unique needs of our valued customers.

As we move forward, we remain committed to building
these partnerships and ensuring that we continue to create
value, foster innovation, and uphold the highest standards of
corporate governance. Together, we look forward to a future
filled with the shared growth and success.

ON BEHALF OF THE BOARD OF DIRECTORS
FOR BIKAJI FOODS INTERNATIONAL LIMITED

SHIV RATAN AGARWAL

PLACE: GURUGRAM    CHAIRMAN

DATE: MAY 15, 2025    DIN: 00192929

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Mar 31, 2024

Your Board of Directors are pleased to present the 29^th Annual Report, encompassing the affairs of the Company together with the Audited Financial Statements (Standalone and Consolidated) of Bikaji Foods International Limited ("Bikaji" or "the Company" or "your Company") for the financial year ended on March 31, 2024. Despite prevailing challenges, our commitment to transparency, sustainable growth and shareholder value remains unwavering. We express our gratitude for your continued trust and support, as we strive for excellence in all endeavors.

1. FINANCIAL PERFORMANCE:

The comparative analysis of the Company''s financial performance for the financial year 2023-24 and 2022-23, is presented below:

J in Lakh)

PARTICULARS	STANDALONE (2023-24) (2022-23)		CONSOLIDATED (2023-24) (2022-23)
Revenue from Operations	2,29,470.96	1,94,438.79	2,32,933.66	1,96,607.22
Other Income	2,637.27	2,243.56	2,732.62	2,277.35
Total Income	2,32,108.23	1,96,682.35	2,35,666.28	1,98,884.57
Total Expenditure excluding Finance Cost, Depreciation, Amortization, Taxation and Extraordinary Items	1,90,089.20	1,73,294.62	1,93,801.99	1,75,287.76
Profit before Finance Cost, Depreciation, Amortization, Taxation and Extraordinary Items	42,019.03	23,387.73	41,864.29	23,596.81
Depreciation and Amortization	5,645.87	4,500.87	6,005.95	4,850.61
Profit before Exceptional Items, Interest and Tax	36,373.16	18,886.86	35,858.34	18,746.20
Finance Costs	803.34	826.24	1,063.37	1,059.70
Profit before Exceptional Items and Tax	35,569.82	18,060.62	34,794.97	17,686.50
Add (Less): Exceptional Items	-	-	-	-
Profit before Tax	35,569.82	18,060.62	34,794.97	17,686.50
Tax Expense
Current Tax	7,663.85	4,838.67	7,665.10	4,838.67
Deferred Tax	1,161.04	(735.67)	1,011.44	(851.34)
(Excess)/ Short provision for tax pertaining to prior years	(227.83)	114.14	(227.83)	114.14
Profit after Tax	26,972.76	13,843.48	26,346.26	13,585.03
Earnings per Share (Basic)	10.79	5.55	10.63	5.50
Earnings per Share (Diluted)	10.79	5.54	10.63	5.49

2. RESULT OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS:

Your Company is an ethnic snacks Company with an international footprint, selling Indian snacks and sweets. The Company product range includes six principal categories: bhujia, namkeen, packaged sweets, papad, western snacks as well as other snacks which primarily include gift packs (assortment), mathri range and cookies. Bikaneri Bhujia, is the flagship product of the Company. Your Company is the first ethnic snacks Company listed on the BSE Limited ("BSE") and National Stock Exchange of India Ltd. ("NSE") with a successful listing on November 16, 2022. As per the market capitalization list released by BSE and NSE, the ranking of your Company stood in the list of Top 500 Companies.

In pursuit of sustained growth and diversification, your directors are pleased to inform that the Company''s strategic expansion into the Frozen Food category with a new production line has been established at our plant in Bikaner city in the month of November 2023. This move

aligns perfectly with your Company''s vision of growth and reflects commitment towards meeting the evolving needs of our customers.

This expansion strengthens our position in the marketplace by:

Expansion of Product Portfolio: By entering into the Frozen Food category, we can offer a wide range of high-quality products to our customers, catering their diverse preferences and convenience needs.

Enhancement of Capacity and Reach: The new production line at our plant in Bikaner allows to increase your Company''s overall production capacity, enabling us to meet the growing demand for our products and expand our footprint in new market.

This strategic addition demonstrates our dedication to innovation and responsiveness to market trends. This initiative not only strengthens our product portfolio but also underscores our dedication to delivering excellence across every facet of

our operations. Also, we are confident that this expansion will

create significant value for our shareholders in the long term.

• STANDLONE:

During the year under review, the Company''s strong growth momentum continued and the Standalone Revenue from Operations for the financial year 202324 recorded at H 2,29,470.96 Lakh, marking a 18.02% increase over the previous financial years'' Standalone Revenue from Operations of H1,94,438.79 Lakh. The Profit after Tax of the Company for the current financial year reached at H 26,972.76 Lakh, compared to H13,843.48 Lakh in the previous financial year, demonstrating a significant growth of 94.90%. This achievement is attributed to strategic geographical expansions, cost optimization measures in sales and distribution and favorable market conditions.

Your Company is one of the fastest-growing Fast-Moving Consumer Goods ("FMCG") company in India, with its steadfast commitment to positively impact the communities within which it operates. Throughout the financial year 2023-24, our unwavering dedication to stakeholder development extended to uplifting marginalized segments of society. This achievement is attributed to strategic geographical expansions and favorable market conditions etc., underscoring our continued success and resilience.

• CONSOLIDATED:

The Consolidated Financial Statements of the Company and its subsidiaries are prepared according to the specified Accounting Standards under Section 133 of the Companies Act, 2013 ("Act") and are included in this Annual Report. The Consolidated Revenue from Operations for the financial year 2023-24 reached at H 2,32,933.66 Lakh, representing a 18.48% increase over the previous financial years'' Consolidated Revenue from Operations of H 1,96,607.22 Lakh. The Total Income of the Company for the current financial year stood at H 2,35,666.28 Lakh, compared to H 1,98,884.57 Lakh in the previous financial year, with a Profit after Tax of H 26,346.26 Lakh, as compared to H 13,585.03 Lakh in the previous financial year, demonstrating robust growth. This growth in revenue and profit is attributed to strategic expansions into new geographical markets and favorable market conditions etc., underscoring our persistent progress and adaptability.

For a comprehensive analysis of Company''s operational performance, we direct your attention to the Management Discussion and Analysis Report, forming part of this Annual Report.

Furthermore, the audited financial statements, including the consolidated financial statements of the Company and audited accounts of each of its subsidiary(ies), together with relevant information and details, are conveniently accessible on our Company''s website at https://www.bikaji.com/financials.

• MATERIAL EVENTS DURING THE YEAR:

A. PRODUCTION LINKED INCENTIVE SCHEME

In the financial year 2021-22, our Company received approval under the ''Production Linked Incentive ("PLI") Scheme - Category-I, Segment-Ready to Cook/ Ready to Eat'' introduced by the Ministry of Food Processing Industries (MOFPI). Under PLI, the Company is to make investment of H 43,873.84 Lakh in eligible capital assets upto March 31, 2024. This initiative involved substantial commitments from Company to spend H 21,596.90 Lakh, contract manufacturer has to spend H 12,998.74 Lakh, and our subsidiaries have to spend H 9,278.20 Lakh towards plant and machinery, associated infrastructure, technical civil work, with an extended timeline for committed expenditure till Fiscal 2024, as per the latest notification issued by the MOFPI.

During the fina nci al yea r 2021 - 22, our Compa ny also received approval for incentives related to international branding and marketing expenditures Scheme - Category III. The Company needs to be incurred in branding and marketing expenditure of H 1,297.00 Lakh from Fiscal 2022 to Fiscal 2026 under the PLI Scheme.

The commitment to spend a significant amount of H 45,170.84 Lakh under PLI Scheme, this initiative aims to enhance our global presence and competitiveness, with a maximum attainable incentive of H 26,138.90 Lakh under the PLI Scheme - Category-I, Segment-Ready to Cook/ Ready to Eat.

During the financial year 2023-24, the Company has fulfilled the conditions and also met defined incremental sales thresholds for the eligible products for the financial year 2021 -22, 2022-23 and 202324. Accordingly, the Company has recognized PLI of H 9,305 Lakh (net) under other operating income during the year ended on March 31, 2024.

Also, during the year the Company has received an amount of H 2,857.00 under the PLI Scheme, after fulfilling the required conditions set by the MOFPI. During the preceding fina nci al yea r 2022- 23 , the Company has received an amount of H 1,984.00 Lakh under the PLI Scheme.

This achievement underscores our operational efficiency and ability to meet government-mandated milestones, reinforcing our role as a key participant in initiatives aimed at fostering industrial growth and innovation.

B. AMALGAMATION OF HANUMAN AGROFOOD PRIVATE LIMITED

During the financial year 2022-23, the Scheme of Amalgamation of Hanuman Agrofood Private Limited ("Transferor Company"), with Bikaji Foods International Limited ("Transferee Company") and their respective shareholders and creditors ("Scheme of Amalgamation") was filed with the National

Company Law Tribunal, Jaipur Bench ("NCLT") after getting approval from Board of Directors, marking a significant step towards consolidation and strategic growth.

Further, as per the directions issued by the Hon''ble NCLT, separate meeting of Equity Shareholders and Unsecured Creditors of Transferee Company was convened on Monday, September 25, 2023, through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM), where the Scheme of Amalgamation was approved with requisite majority.

Further, the Scheme of Amalgamation was sanctioned by Hon''ble NCLT. The certified true copy of the Order of Hon''ble NCLT has been filed with Registrar of Companies, Jaipur, Rajasthan on February 14, 2024 by both the Companies. Accordingly, the Scheme of Amalgamation has become effective from February 14, 2024 and Hanuman Agrofood Private Limited, the Wholly-Owned Subsidiary, has been merged with the Company and all the shares issued by the Transferor Company stood cancelled and extinguished.

As per the Scheme of Amalgamation, the appointed date is April 01, 2022. Accordingly, the Company has given effect to the Scheme of Amalgamation from the appointed date i.e. April 01,2022 in the financial statements for the year ended on March 31, 2024 by restating the previous year numbers in the financial statements as if the business combination had occurred from the beginning of the preceding period i.e. April 01,2022.

C. INCORPORATION OF BIKAJI FOODS INTERNATIONAL USA CORP

In line with Company''s strategic growth plan, the Company incorporated a new wholly-owned subsidiary, in the name of Bikaji Foods International USA Corp ("Bikaji USA") on July 10, 2023, in the State of New Jersey, USA. This subsidiary, focuses on trading of food items. This strategic expansion aims to enhance our business reach and solidify our distribution network within the USA territory.

The initial investment in Bikaji USA was made on July 10, 2023 of $ 2,00,000 (Two Lakh Dollar Only) comprised of 20,000 (Twenty Thousand) common stock of $10 (Ten Dollar Only) each. After that, the Company made an additional investment of $ 3,00,000 (Three Lakh Dollar Only) comprised of 30,000 (Thirty Thousand) common stock of $10 (Ten Dollar) each, bringing the total investment to $ 5,00,000 (Five Lakh Dollar Only).

Bikaji USA is operating as a wholesale trader, seller, and distributor of various food products, including snacks, namkeen, bread, biscuits, bakery products, confectionery and more.

D. ACQUISITION OF BHUJIALALJI PRIVATE LIMITED

The Company is pleased to inform a strategic investment in Bhujialalji Private Limited ("BPL"), a

fast-growing player in the Indian FMCG sector. This acquisition, completed on July 19, 2023, aligns with our vision for business expansion and market leadership.

Through this strategic move, your Company have acquired equity stake of 49% in BPL, comprising of 9,608 (Nine Thousand Six Hundred and Eight) equity shares having face value of H 10 (Rupees Ten Only) each and 396 (Three Hundred and Ninety-Six) Compulsorily Convertible Debentures (CCDs) having face value of H 10 (Rupees Ten Only) each. Consequently, BPL now operates as an associate of the Company.

BPL specializes in the manufacturing and trading of bhujia, namkeen, and snacks under the brand name of "BHUJIALALJI". They have established a presence in India''s leading modern trade, e-commerce, and quick-commerce channels. This acquisition allows us to leverage their expertise and brand recognition, further strengthen our FMCG portfolio, and solidify our position within the Indian market.

E. ACQUISITION OF BIKAJI MEGA FOOD PARK PRIVATE LIMITED

During the financial year 2023-24, the Company has acquired a equity stake of 51% in Bikaji Mega Food Park Private Limited ("BMFPPL") on August 10, 2023. Subsequently, BMFPPL has transitioned into a subsidiary of the Company, marking a noteworthy milestone in our strategic expansion initiatives.

The acquisition of BMFPPL was made with an intent of better expansion of business and branding of ''Bikaji'' Brand, along with owning, promoting, establishing, participating, developing, improving and sponsoring all kinds of sports.

3. TRANSFER TO RESERVES:

During the financial year 2023-24, the Company has not transferred amount to any reserve and the Board of Directors have decided to retain the entire profit of H 26,972.76 Lakh in the Statement of Profit and Loss.

4. DIVIDEND:

The Dividend Distribution Policy of the Company serves to strike a delicate balance between rewarding the shareholders through dividend and retaining profits within the business for growth and strategic purposes. It reflects the Company''s commitment to maximizing shareholder value while ensuring the availability of adequate funds to fuel the Company''s growth trajectory.

In line with this policy and our commitment towards shareholders value creation, the Board of Directors of your Company are pleased to recommend a final dividend for the financial year 2023-24 of H 1.00 (Rupee One Only) per equity share i.e., 100% of face value of H 1.00 (Rupee One Only) per equity share, totaling of H 25,03,82,180 (Rupees Twenty Five Crore Three Lakh Eighty Two Thousand One Hundred and

Eighty Only], in their meeting held on May 23, 2024. This recommendation is subject to the approval of the Members at the ensuing 29^th Annual General Meeting ("AGM''1 of the Company and shall be subject to tax deduction at source.

Furthermore, the declaration of dividend is pursuant to the Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 ("Listing Regulations"], and is in accordance with the Dividend Distribution Policy of the Company. During the financial year 2023-24, there were no changes in the parameters of Dividend Distribution Policy of the Company and the policy is readily accessible on the Company''s website at https://www.bikaji.com/ governance#policies

5. ARTICLES OF ASSOCIATION:

During the year under review, your Company has altered its Articles of Association ("AOA"]. In a meeting held on May 23, 2023, the Board of Directors have recommended certain amendments to specific clauses for consideration and approval thereon by the Members at the 28^th AGM of the Company.

We are pleased to inform that the proposed amendments to the AOA were successfully approved by Members, through Special Resolution passed at the 28^th AGM held on August 17, 2023. This alteration is in compliance with the provisions outlined in the Act, Listing Regulations and any other applicable laws.

The Company has duly adopted the revised Articles of Association, ensuring compliance with the regulatory mandates and reinforcing governance standards and it will further strengthen the corporate governance framework and compliance practices.

6. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• APPOINTMENT:

The composition of our Board of Directors reflects a steadfast commitment to governance excellence, adhering to the requirements outlined in Section 149 of the Act and Regulation 17 of the Listing Regulations. We pride ourselves on maintaining a balanced and diverse Board structure, comprising a thoughtful balance of Executive and Non-Executive Directors, with 1 (One] Woman Independent Director and more than half of the Board of Directors comprising of Independent Directors.

The appointment of new Director undergoes rigorous scrutiny, headed by the Nomination and Remuneration Committee ("NRC"], which accurately assesses requisite skills, experience, and competencies in alignment with the Company''s operational landscape. The Board, acting on the NRC''s recommendations, independently evaluates and confirms appointments

based on merits, while also prioritizing diversity across various dimensions, including gender, age, cultural background, education, ethnicity and more.

During the year under review, based on the NRC''s recommendation, the Board of Directors at their meeting held on November 06, 2023 appointed Mr. Sunil Sethi (DIN: 08259108], as an Additional NonExecutive and Independent Director of the Company with effect from November 06, 2023. Furthermore, in line with the requirements of the Act, Secretarial Standards and Listing Regulations and in consonance with the AOA of the Company and based on the recommendations made by the Nomination and Remuneration Committee and Board of Directors at their meeting held on November 06, 2023, the Members of the Company approved the appointment of Mr. Sunil Sethi (DIN: 08259108], as a Non-Executive and Independent Director of the Company for a term of 5 (Five] consecutive years, on the board of the Company effective from November 06, 2023, by way of Special Resolution passed through Postal Ballot on January 18, 2024.

As on March 31, 2024, our Board comprises of 9 (Nine] Directors, including 3 (Three] Executive Directors (including 1 (One] Woman Director], 1 (One] Non-Executive and Non-Independent Director and 5 (Five] Non-Executive and Independent Directors (including 1 (One] Independent Woman Director] with representation from diverse regional and industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge and skills including expertise in financial, diversity, global business, leadership, intellectual property rights, mergers and acquisitions, Board service and governance, sales and marketing, Environmental, Social and Governance (ESG], risk management and other domain expertise. The Board affirms that the appointed Independent Directors are individuals of impeccable repute, integrity and possess the requisite acumen in their respective domains.

None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.

• RE-APPOINTMENTS:

1. Mr Deepak Agarwal (DIN: 00192890], Managing Director of the Company has successfully completed his tenure as a Managing Director of the Company on January 31, 2024. Pursuant to the provisions of the Act, AOA of the Company, performance evaluation and based on the recommendation of the NRC and the Board of Directors of the Company, the Members of the Company at their 28^th AGM held on August 17, 2023, through Special Resolution had approved

the re-appointment of Mr. Deepak Agarwal (DIN: 00192890] as a Managing Director of the Company for a further period of 3 (Three] years effective from February 01, 2024 till January 31, 2027.

2. Mrs. Shweta Agarwal (DIN: 00619052], WholeTime Director of the Company has successfully completed her tenure as a Whole-Time Director of the Company on January 31, 2024. Pursuant to the provisions of the Act, AOA of the Company, performance evaluation and based on the recommendation of the NRC and the Board of Directors of the Company, the Members of the Company at their 28^th AGM held on August 17, 2023, through Special Resolution had approved the re-appointment of Mrs. Shweta Agarwal (DIN: 00619052] as a Whole-Time Director of the Company for a further period of 3 (Three] years effective from February 01, 2024 till January 31, 2027.

3. Mr. ShivRatan Agarwal (DIN: 00192929], Chairman and Whole-Time Director of the Company was appointed as Managing Director of the Company w.e.f. May 01, 2020 and was re-designated as a Chairman cum Whole-Time Director w.e.f. September 01, 2021 and will be successfully completing his tenure as a Chairman and WholeTime Director of the Company on April 30, 2025. Pursuant to the provisions of the Act, AOA of the Company, performance evaluation and based on the recommendation of the NRC, the Board of Directors of the Company at their meeting held on July 24, 2024 approved the re-appointment of Mr Shiv Ratan Agarwal (DIN: 00192929], as a Chairman and Whole-Time Director for a further period of 3 (Three] years effective from May 01, 2025 to April 30, 2028, subject to the approval of the Members of the Company by way of Special Resolution at the ensuing 29^th AGM.

• DIRECTORS, RETIRING BY ROTATION:

In accordance with the Section 152(6] of the Act, read with the rules made thereunder and as per the AOA of the Company, Mrs. Shweta Agarwal (DIN: 00619052], Whole-Time Director of the Company is liable to retire by rotation at the ensuing 29^th AGM of the Company and being eligible has offered herself for re-appointment. The Board has recommended her re-appointment at the ensuing AGM.

A brief resume of the directors being appointed/ re-appointed, nature of expertise in specific functional areas, disclosure of relationships between directors inter-se, name of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement accompanying the notice of the ensuing AGM of the Company.

Mr. Shiv Ratan Agarwal was liable to retire by rotation in the preceding 28^th AGM, held on August 17, 2023. Subsequently, the Members of the Company approved the re-appointment of Mr. Shiv Ratan Agarwal. His continued service underscores his commitment to the Company''s objectives and governance standards.

• CESSATION:

Mr. Vipul Prakash (DIN: 00380769], who served as a Non-Executive and Independent Director resigned from the Board of the Company, with effect from July 07, 2023, due to pre-occupation and other professional commitments.

We are committed towards fostering transparency and ensuring shareholders have access to information about the Board members, who guide the Company into strategic direction. The detailed profile of our directors is available on the website of the Company at https://www.bikaii.com/governance#board. This offers valuable insights into the background and capabilities of our esteemed Board members.

• KEY MANAGERIAL PERSONNEL:

During the year under review, the Company experienced stability in the Key Managerial Personnel ("KMP"] of the Company and there were no changes in the KMP. This continuity in leadership has been instrumental in driving focus and ensuring smooth operations. Our dedicated KMPs possesses the necessary expertise and experience to guide the Company towards its strategic objectives. We are confident that this stability will continue to be a valuable asset as we pursue further growth and success.

• NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2023-24, the Board met 4 (Four] times. The details of board meetings, including attendance of the Directors are provided in the Corporate Governance Report, forming part of this Annual Report.

• COMMITTEES OF THE BOARD:

During the year under review, the Board, in alignment with the Listing Regulations and with a commitment to enhancing governance standards, had re-constituted certain existing Committees to reinforce independence within the Company''s governance framework.

Emphasizing the importance of good corporate governance practices, in statutory Board Committees majority members comprises of Independent Directors. This composition ensures independent and objective decision-making within these critical committees. It is worth noting that there were no instances, where the Board has not accepted any recommendation of the Committees.

For detailed insights into the various Committees constituted by the Board, encompassing their

Details of shares allotted during the financial year 2023-24 are as follows:

S. No.	Date of allotment	Mode of allotment	No. of shares allotted	Face Value per equity share (in J)	Nature of Consideration
1	Friday, August 1 1, 2023	Bikaji Employee Stock Option Scheme 2021 -Scheme I	5,10,320 (Five Lakh Ten Thousand Three Hundred and Twenty)	1	Cash
2	Wednesday, December 13, 2023	Bikaji Employee Stock Option Scheme 2021 -Scheme II	99,800 (Ninety-Nine Thousand and Eight Hundred)	1	Cash
3	Tuesday, February 06, 2024	Bikaji Employee Stock Option Scheme 2021 -Scheme I	2,62,180 (Two Lakh Sixty-Two Thousand One Hundred and Eighty)	1	Cash

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 face value of H 1 (Rupee One Only) each, ranking pari passu.

composition, terms of reference, meetings and attendance thereat etc., please refer to the Corporate Governance Report, forming part of this Annual Report.

• INDEPENDENT DIRECTORS'' MEETING:

During the year under review, the Independent Directors met on March 15, 2024 without the attendance of Non-Independent Directors and members of the management inter-alia, to:

• Review the performance of Non-Independent Directors and the Board as a whole.

• Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors.

• Assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

7. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received individual declarations from each Independent Director, as mandated by Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. These declarations confirms that they meet the criteria of independence as outlined in the Act and Listing Regulations and are not disqualified from continuing as Independent Directors and have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs.

The Independent Directors of the Company have complied with the Code for Independent Directors, outlined in the Schedule IV of the Act. Based on the declarations received from the Independent Directors, the Board of Directors has duly recorded their opinion that all the Independent Directors are independent of the management and have fulfilled all the requisite conditions stipulated under the governing provisions of the Act, in conjunction with the accompanying rules and the Listing Regulations.

The Company places significant emphasis on the familiarization programmes of the Independent Directors. Details regarding the familiarization programs provided to Independent Directors are comprehensively outlined in the Corporate Governance Report, forming part of this Annual Report.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

As required to be reported pursuant to the Section 134(3) (q) of the Act, read with the Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company throughout the financial year 2023-24 and the Company steadfastly continues its existing business activities without any deviations.

This consistency in the business operations underscores the Company''s commitment to its core objectives and strategies. It reflects the stability and resilience of the Company''s business model, reinforcing its position within the industry landscape. As a result, stakeholders can maintain confidence in the Company''s sustained focus and direction in pursuing its established business endeavors.

9. 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 STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this financial statement relates and the date of this Report. Consequently, there are no specific details to be provided or disclosed in this regard.

This stability in the Company''s financial position underscores its prudent management and adherence to strategic planning. As such, shareholders and investors can maintain confidence in the Company''s financial stability and trajectory.

10. SHARE CAPITAL:

• AUTHORIZED SHARE CAPITAL:

As on March 31, 2024, the Authorized Share Capital of the Company witnessed an increase from H 30,00,00,000 (Rupees Thirty Crore Only) divided into 30,00,00,000 (Thirty Crore) Equity Shares having face value of H 1 (Rupee One Only) each to H 36,00,00,000 (Rupees Thirty-Six Crore Only) divided into 36,00,00,000 (Thirty-Six Crore) Equity Shares having face value of H 1 (Rupee One Only) each. This augmentation is due to the successful amalgamation of Hanuman Agrofood Private Limited ("Transferor Company"), Wholly-Owned Subsidiary of the Company with Bikaji Foods International Limited ("Transferee Company"). This amalgamation became operational, and effective upon filing of e-Form INC-28 on February 14, 2024 with the Registrar of Companies, Jaipur and led to cessation of existence of Transferor Company as a separate entity.

Furthermore, the Scheme of Amalgamation stipulated that the authorized capital of the Transferee Company shall, automatically increase from H 30,00,00,000 (Rupees Thirty Crore Only) divided into 30,00,00,000 (Thirty Crore) Equity Shares having face value of H 1 (Rupee One Only) each to H 36,00,00,000 (Rupees Thirty-Six Crore Only) divided into 36,00,00,000 (Thirty-Six Crore) Equity Shares having face value of H 1 (Rupee One Only) each, upon the Scheme coming into effect, without any further act or deed.

• ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

As on March 31, 2024, the Issued, Subscribed and Paid-up Share Capital of the Company increased from H 24,95,09,880 (Rupees Twenty-Four Crore Ninety-Five Lakh Nine Thousand Eight Hundred and Eighty Only) divided into 24,95,09,880 (Twenty-Four Crore Ninety-Five Lakh Nine Thousand Eight Hundred and Eighty) Equity Shares having face value of H 1 (Rupee

11. PARTICULARS OF EMPLOYEE STOCK OPTION SCHEME:

The Company is dedicated to fostering a culture of ownership and rewarding employee contributions, while fostering alignment with organizational goals. To achieve this, the Company has framed Bikaji Employees Stock Option Scheme 2021 - Scheme I ("Scheme-I") and Bikaji Employees Stock Option Scheme 2021 - Scheme II ("Scheme-II") (collectively, "ESOP Schemes"). These schemes were formulated following the approval from the Board and Members of the Company at their meetings held on September 02, 2021 and October 22, 2021, respectively.

Further, post listing of the Company on the stock exchanges and to ensure compliance with regulatory standards, the ESOP Schemes adhere to the requirements outlined in the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

One Only) each to H 25,03,82,180 (Rupees Twenty-Five Crore Three Lakh Eighty Two Thousand One Hundred and Eighty Only) divided into 25,03,82,180 (Twenty-Five Crore Three Lakh Eighty Two Thousand One Hundred and Eighty) Equity Shares having face value of H 1 (Rupee One Only) each, with the augmentation occurring thrice in the financial year 2023-24 as a result of allotment of equity shares under Employee Stock Option Schemes.

("SEBI SBEB & SE Regulations") and was ratified by the member through postal ballot on March 02, 2023. Additionally, we received the "In-Principal Approval" from the National Stock Exchange of India Ltd. and BSE Limited, dated April 18, 2023 and April 19, 2023, respectively, for the issuance of equity shares under the ESOP Schemes.

The primary objectives behind these schemes include attracting and retaining the high-performing talent, incentivizing employees to align their efforts with the Company''s objectives and fostering increased engagement in the Company''s growth trajectory.

Scheme-I encompasses 45,00,000 (Forty-Five Lakh) options convertibles into equity shares, while Scheme-II comprises 5,00,000 (Five Lakh) options convertibles into equity shares. These schemes are pivotal in motivating employees and fostering a culture of ownership and commitment within the organization, thereby driving sustainable growth and success.

A summary of options under Scheme-I and Scheme-II as on March 31, 2024 is as under:

S. NO. PARTICULARS	SCHEME-I		SCHEME-II
	JANUARY 07, 2022 DECEMBER 13, 2023		JANUARY 07, 2022
1 Total Option that can be granted	45,00,000		5,00,000
2 Options granted	8,45,500	6,18,000	2,05,050
3 Options lapsed	67,415	4,800	49,550
4 Options exercised	7,72,500	-	99,800
5 Options outstanding	5,585	6,13,200	55,700

For comprehensive disclosures concerning compliance with the Section 62 of the Act, read in conjunction with the Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is provided in the "Annexure-1" of this report.

Additionally, disclosures mandated under Regulation 14 of the SEBI SBEB & SE Regulations have been made available on the Company''s website at https://www.bikaji.com/

12. SHARE TRANSFER SYSTEM AND DEMATERIALISATION OF SHARES AND LIQUIDITY:

25,03,82,178 (Twenty-Five Crore Three Lakh Eighty-Two Thousand One Hundred and Seventy-Eight) equity shares of the Company, as on March 31, 2024, representing 99.99% of the total equity shares, were held in dematerialized form and 2 (Two) equity shares were held in physical form by 1 (One) Member of the Company. We are committed to facilitating a seamless transition to dematerialization.

The equity shares of the Company are frequently traded at BSE Limited and National Stock Exchange of India Ltd., underscoring the robust market demand and liquidity of the Company''s shares.

Further insights into the Company''s shareholding structure and trading activity are detailed in the Corporate Governance Report, forming part of this Annual Report.

13. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company is committed to ethical conduct and transparency in all its business dealings. To uphold these values and in compliance with the Section 177(9) and 177(10) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, the Company has implemented a robust "Whistle Blower Policy" which provides framework to Directors and employees to report instances of unethical behavior, fraud, mismanagement and violations of the Code of Conduct of the Company across all business activities. The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanisms and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Detailed information regarding the Whistle Blower Policy is outlined within the Corporate Governance Report, forming part of this Annual Report. The Policy is also readily available on the website of the Company at https://www. bikaii.com/governance#policies.

14. CODE OF CONDUCT:

In adherence to the Regulation 17(5) of the Listing Regulations, the Company has instituted a robust Code of Conduct for Board of Directors and Senior Management Personnel of the Company ("Code"). All Board members and senior management have affirmed their compliance with the Code for the financial year 2023-24. A declaration confirming this compliance, signed by the Managing Director of the Company, is annexed in the Corporate Governance Report, forming part of this Annual Report.

The Code emphasizes the importance of honest, fair and ethical conduct, requiring directors and senior management to uphold integrity and professionalism in all business dealings, and also mandates respectful and courteous behavior. The Code is readily accessible on the Company''s website at https://www.bikaii.com/governance#policies, underscoring the Company''s commitment to transparency and ethical governance practices.

15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators/ Courts/ Tribunals that would impact the going concern status of the Company and its future operations.

16. DETAILS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on April 01, 2023, the Company had 4 (Four) unlisted subsidiary companies inclusive of 2 (Two) wholly-owned subsidiaries. However, throughout the financial year 202324, following changes occurred:

• A new wholly-owned subsidiary ("WOS"), Bikaji Foods International USA Corp was incorporated in the state of New Jersey, USA on July 10, 2023;

• Acquisition of 49% equity stake in Bhujialalji Private Limited on July 19, 2023;

• Acquisition of 51% equity stake in Bikaji Mega Food Park Private Limited on August 10, 2023;

• Amalgamation of Hanuman Agrofood Private Limited with Bikaji Foods International Limited with effect from February 14, 2024

As on March 31, 2024, the Company had following 5 (Five) subsidiaries and 1 (One) Associate Company, inclusive of 2 (Two) Wholly-Owned Subsidiaries and there is no material subsidiary.

A. Subsidiaries

1. Petunt Food Processors Private Limited

2. Vindhyawasini Sales Private Limited (WOS)

3. Bikaji Maa Vindhyawasini Sales Private Limited

4. Bikaji Foods International USA Corp (WOS)

5. Bikaji Mega Food Park Private Limited

B. Associate

1. Bhujialalji Private Limited

Your Company does not have a Joint Venture.

The detailed information regarding the subsidiaries and associate Companies are as follows:

SUBSIDIARIES

Petunt Food Processors Private Limited (PFPPL):

With a 51.22% equity stake held by the Company, PFPPL is currently engaged in the business of manufacturing, processing, preparing, preserving, refining, buying, selling, packing, re-packing, labeling, sorting, grading directly or sub-contracting in all type of food and related products.

Vindhyawasini Sales Private Limited (VSPL): With a 100% equity stake held by the Company, VSPL is actively engaged in the business of stockiest ship, distribution ship, marketing of FMCG items, food and beverage items etc., and to do the business of agency and manufacturer''s representative for undertaking, the sell or purchase or keep in deposit (other than money) or under any other terms, goods, articles, merchandise or properties of any kind and dispose-off the same according to the directions of the customer and according to the usage of the trade.

Bikaji Maa Vindhyawasini Sales Private Limited (BMVSPL): With a 51% equity stake held by the Company, BMVSPL is engaged in the business of Wholesale Traders, sellers, distributors, stockiest, CNF agent, commission agents, importers and exporters of all types and kinds of snacks, namkeen, bread, biscuits, bakery products, confectionery and other foods products. Your directors expect a substantial growth in terms of sales in due course in the state of Bihar and eastern India.

Bikaji Foods International USA Corp (Bikaji USA):

During the financial year 2023-24, your Company has incorporated a new wholly-owned subsidiary in the name of Bikaji Foods International USA Corp on July 10, 2023, in the state of New Jersey, USA, in which Company has 100% stake i.e., 50,000 (Fifty Thousand) common stocks of $10 (Ten Dollars Only) each aggregating to $ 5,00,000 (Five Lakh Dollars Only). Bikaji USA is engaged in the business of Wholesale Traders, sellers, distributors of all types and kinds of snacks, namkeen, bread, biscuits, bakery products, confectionery and other foods products. The object is better expansion of the business, increasing export and further strengthen the distribution network of the Company in USA Territory. Your directors expect a substantial growth in the USA market.

Bikaji Mega Food Park Private Limited (BMFPPL):

During the financial year 2023-24, your Company has acquired a equity stake of 51% i.e., 5,100 (Five Thousand and One Hundred) equity shares having face value of H 10 (Rupees Ten Only) each of BMFPPL, by way of acquisition on August 10, 2023. BMFPPL is primarily involved in the business of FMCG and development, design, construction, marketing and operation and

maintenance of the Food Processing Park and owning, promoting, establishing, participating, developing, improving and sponsoring all kind of sports. The object is marketing and branding of the "Bikaji" brand which will help in expansion of business.

ASSOCIATE

Bhujialalji Private Limited (BPL): During the financial year 2023-24, your Company has acquired equity stake of 49% in BPL, by way of acquisition on July 19, 2023. BPL is engaged in the business of FMCG and is a manufacturer and trader of bhujia, namkeen and snacks under the Brand name of "BHUJIALALJI" and has presence in India in leading modern trade, e-commerce and q-commerce. The object behind the said acquisition is better expansion of business and to further strengthen the position of the Company.

In accordance with the Section 136 of the Act, the audited financial statements, including the consolidated financial statements along with related information of the Company and audited accounts of each of its subsidiaries and associate Company, are available on Company''s website at https://www.bikaji. com/financials#.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement in AOC-1 containing salient features of the financial statement of the Subsidiaries/ Associates/Joint Ventures is annexed as "Annexure-2" of this report. The particulars of the financial performance of the said subsidiaries and associate company are provided as part of the consolidated financial statement and hence not repeated herein for the sake of brevity.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, in accordance with the Regulation 34(2) (e), read with Part B of Schedule V of the Listing Regulations, is set out in this Annual Report.

The Report offers a comprehensive analysis and interpretation of the Company''s financial performance, operational highlights, key achievements, challenges faced, and strategic outlook for the future, which helps stakeholders to gain insights into the Company''s performance and prospects, facilitating informed decisionmaking and fostering transparency and accountability.

18. DEPOSITS:

The Company has neither accepted nor renewed any Deposits, as mentioned under Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, your Company has complied with the applicable Secretarial Standards 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.

20. ANNUAL RETURN:

In compliance with the requirements of Section 92(3), read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2024 is placed on the website of the Company and can be accessed at https://www.bikaji. com/others#annual-return.

21. NOMINATION AND REMUNERATION POLICY:

In accordance with the provisions outlined in Section 178 of the Act, along with the accompanying Rules and Regulation 19 of the Listing Regulations, the Company established a robust Nomination and Remuneration Policy governing the appointment, remuneration and other related matters of the Directors, Key Managerial Personnel (KMP), Senior Management of the Company. The Policy, inter-alia, delineates criteria for appointment and remuneration, taking into consideration various factors such as qualifications, experience, performance evaluations, responsibilities, industry benchmarks and the financial position of the Company.

The remuneration decisions are made with careful deliberation, ensuring alignment with Company objectives and market standards. The salient features of the Nomination and Remuneration Policy are elaborated in the Corporate Governance Report, forming part of this Annual Report, fostering transparency and accountability in governance practices. Additionally, stakeholders can access this policy on Company''s website at https://www. bikaii.com/governance#policies.

22. CORPORATE GOVERNANCE REPORT:

As a testament to Company''s dedication to upholding good corporate governance standards, your Company adheres to stringent practices outlined in Regulation 34 of the Listing Regulations, read with Para C of the Schedule V mentioned therein. A separate comprehensive Report on Corporate Governance is included in this Annual Report, detailing the Company''s governance structure, policies and practices.

Moreover, to affirm the compliances of corporate governance as per the Listing Regulations, your Company has obtained a certificate from M/s V. M. & Associates, Company Secretaries. This certificate underscores the Company''s commitment to transparency, integrity and accountability in its operations. Together, the Corporate Governance Report and the compliance certificate exemplify your Company''s unwavering dedication to fostering trust and confidence among stakeholders.

23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

At Bikaji, significant emphasis is placed on fulfilling its environmental, social and governance (ESG) responsibility, considering them intrinsic to its business ethos. In alignment with this commitment, the Company has prepared a comprehensive Business Responsibility and Sustainability Report ("BRSR") for the financial year ended on March 31, 2024, as mandated by the Regulation 34(2) (f) of the Listing Regulations, forming part of this Annual Report, providing a detailed account of the Company''s initiatives and performance across environmental, social, and governance dimensions.

BRSR includes details on performance against the 9 (Nine) principles of the National Guidelines on Responsible Business Conduct and a report under each principle.

24. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Company operates under a robust Nomination and Remuneration Policy, as approved by the NRC and subsequently adopted by the Board. This Policy encompasses various aspects, including appointment criteria, remuneration structures, and performance evaluation mechanisms for both Executive and Non-Executive Directors, including Independent Directors, as mandated by the provisions of the Act and Listing Regulations. The detailed evaluation process for the Board, its Committees, and individual Directors, including Independent Directors have been provided under the Corporate Governance Report, forming part of this Annual Report.

This comprehensive approach underscores the Company''s commitment to fostering transparency, accountability, and effective governance practices, aligning with regulatory requirements and industry best practices.

25. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors of the Company to the best of their knowledge and belief and according to the information and explanations obtained by them, confirms that-

(a) in the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards had been followed along with proper explanation with no material departures;

(b) The Directors had selected such accounting policies and applied them consistently and 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 and loss of the company for the financial year ended on March 31, 2024;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts for the financial year ended on March 31, 2024 on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. STATUTORY AUDITORS AND THEIR REPORT:

• EXISTING STATUTORY AUDITORS

M/s M S K A & Associates, Chartered Accountants (Firm Registration No.: 105047W) and M/s M Surana & Company, Chartered Accountants (Firm Registration No.: 015312C) were appointed as the Joint Statutory Auditors of the Company at the 24^th AGM of the Company held on September 30, 2019, to hold office for 5 (Five) consecutive years from the financial year 2019-20 upto the financial year 2023-24, i.e. till the conclusion of the 29^th AGM, to be held on September 25, 2024, at such remuneration, as fixed by the Board of Directors of the Company. They have audited the financial statements of the Company for the financial year 2023-24, ensuring a fair and accurate representation of the Company''s financial position.

The Joint Statutory Auditors have affirmed their eligibility to serve as the Auditors of the Company for the financial year 2023-24, as stipulated under Sections 139 and 141 of the Act and relevant rules made thereunder

During the year under review, no instances of fraud was reported by the Joint Statutory Auditors in their Audit Report under Section 143(12) of the Act. Hence, no further disclosure is necessitated under Section 134(3) of the Act.

The notes on financial statement referred in the Auditor''s Report are self-explanatory and do not call for any further comments. Importantly, the Auditor''s Report does not contain any qualification, reservation or adverse remark. The Statutory Auditors in their report for the financial year 2023-24 have given unmodified opinion.

• STATUTORY AUDITORS

As the term of 5 (Five) consecutive years of the current Joint Statutory Auditors will be completed at the conclusion of the ensuing 29^th AGM of the Company, M/s M S K A & Associates and M/s M Surana & Company, will be retired as the Joint Statutory Auditors of the Company.

Further, M/s M S K A & Associates has completed their first term as a Statutory Auditor of the Company, hence they are eligible for re-appointment as a Statutory Auditor of the Company for second term i.e., for a period of 5 (Five) consecutive years. Whereas, M/s M Surana & Company has completed their second term as a Statutory Auditor of the Company, hence, they are not eligible for re-appointment as a Statutory Auditor of the Company, as per the provisions of the Section 139 of the Act.

In light of the same and following due process as per the Act and recommendations made by Audit Committee, the Board of Directors at their meeting held on July 24, 2024 has approved the re-appointment of M/s M S K A & Associates, Chartered Accountants (Firm Registration No.: 105047W) and appointment of M/s Ashok Shiv Gupta & Co., Chartered Accountants (Firm Registration No.: 017049N), as the Joint Statutory Auditors of the Company, subject to the Member''s approval by way of Ordinary Resolution at the ensuing 29^th AGM. The Joint Statutory Auditors will serve for a term of 5 (Five) consecutive years, commencing from the conclusion of 29^th AGM till the conclusion of 34^th AGM of the Company (i.e., from financial year 2024-25 to 2028-29).

In compliance with the Section 139 and 141 of the Act, the consent letter and eligibility certificate are duly obtained from the proposed Joint Statutory Auditors, confirming their willingness to conduct the Statutory Audit, including Limited Reviews of the Company from the financial year 2024-25 till the financial year 2028-29.

27. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the statutory requirements outlined in Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, M/s S.K. Joshi & Associates, Company Secretaries (Firm Registration No.: P2008RJ064900) was appointed as the Secretarial Auditor, to conduct the Secretarial Audit of the Company for the financial year 2023-24.

Following due process, the Board of Directors re-appointed M/s S.K. Joshi & Associates, Company Secretaries, at their meeting held on May 23, 2024, to continue as the Secretarial Auditor and carry out the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report, issued in Form MR-3 by M/s S.K. Joshi & Associates, Company Secretaries, for the financial year ended on March 31, 2024 has been duly received. The report does not contain any qualification, reservation or adverse remark, reflecting a comprehensive and compliant audit process. Moreover, during the period under review, no instances of fraud were reported by the Secretarial Auditor in their Audit Report under Section 143(12) of the Act. Hence, no further disclosure is necessitated under Section 134(3) of the Act.

In adherence to regulatory guidelines and for detailed review, Secretarial Audit Report issued in Form MR-3 had been annexed as "Annexure-3" to this Report, ensuring transparency and compliance with the statutory obligations.

28. INTERNAL AUDITOR:

The Company prioritizes robust internal controls through a dedicated internal audit function, and in line with the stipulations of Section 138 of the Act and rules made thereunder and applicable regulations of the Listing Regulations, M/s SSVA & Co., Chartered Accountants, (Firm Registration No. 022884N), were duly appointed by the Board of Directors as the Internal Auditors of the Company.

Throughout the financial year, the Audit Committee of the Board, alongside the Statutory Auditor and Management, received periodic updates on the findings of the Internal Audit. The Company demonstrated its commitment to enhancing internal processes by diligently implementing the suggestions and recommendations provided by the Internal Auditor.

It''s noteworthy that during the period under review, no instances of fraud were reported by the Internal Auditor, in their Audit Report, as mandated by Section 143(12) of the Act. Hence, no further disclosure is necessitated under Section 134(3) of the Act.

The Board at its meeting held on July 24, 2024, based on the recommendation of Audit Committee, appointed Mr. Saurabh Kumar Agrawal as the Internal Auditor of the Company with effect from July 24, 2024, in place of M/s SSVA & Co., Chartered Accountants, due to their resignation.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is dedicated to fulfilling its social responsibility and giving back to the society in which it operates. The Company has constituted CSR Committee in compliance with Section 135 of the Act, the details of which have been mentioned in the Corporate Governance Report, forming part of this Annual Report.

As per the stipulations set forth in the Act, along with the Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has compiled the Annual Report on CSR activities, which is furnished in "Annexure-4" of this Report. In adherence to the statutory requirements, the Company has adopted a robust CSR Policy, aligning with the provisions of the Act. This comprehensive CSR

Policy encompasses objectives, scope and areas of CSR activities, mechanisms for implementation and monitoring, allocation of CSR budget, as well as framework for reporting and disclosures.

For the benefit of stakeholders and interested parties, the complete CSR Policy is made readily accessible on the Company''s website at https://www.bikaji. com/governance#policies. Our CSR efforts reflect a genuine desire to contribute meaningfully for the wellbeing of society.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Act, particulars of Loans and Guarantees given and Investments made are provided in the Financial Statements, read together with the notes annexed thereto and forms an integral part of the financial statements.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

At Bikaji, we prioritize the highest ethical standards, transparency and accountability. This commitment extends to our approach towards the Related Party Transactions ("RPT"). In the past, the Company had only entered into RPT which were in the ordinary course of business and at arm''s length basis.

We are pleased to report that all RPT undertaken during the financial year 2023-24, complied with statutory requirements. These transactions were conducted in the ordinary course of business and on an arm''s length basis, adhering to Section 188 of the Act, relevant rules and Regulation 23 of the Listing Regulations.

During the year under review, all RPT received prior approval from the Audit Committee and the same were also approved by the Board. Your Company has not entered into any contracts, arrangements or transactions with related parties which could be considered material in terms of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act, read with the Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable on the Company.

To streamline ongoing operations, the Board and the Audit Committee at their meeting held on February 02, 2024, have granted omnibus approval for transactions of repetitive nature and that are in ordinary course of business with related parties during the financial year 2024-25. However, all related party transactions will continue to be presented to the Audit Committee on a quarterly basis for review. Disclosures concerning related party transactions have been incorporated in the Note No. 36 of the Financial Statements, forming part of this Annual Report, adhering to Indian Accounting Standards (Ind AS) - 24.

The Company has formulated a Policy on dealing with Related Party Transactions. The Policy outlines procedures

to prevent potential conflicts of interest between the Company and its stakeholders. For review, the Policy is available on the website of the Company at https://www. bikaii.com/governance#policies

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in "Annexure-5" of this report.

33. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Bikaji upholds a zero-tolerance policy towards all forms of discrimination and harassment, including sexual harassment and is dedicated to fostering a healthy and inclusive environment within its workplace. In alignment with the requirements stipulated under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has instituted an Anti-Sexual Harassment Policy for the Prevention of Sexual Harassment at the Workplace. This policy underscores the Company''s commitment towards safeguarding positive and safe work environment for our employees. The complete policy is available on the Company''s website at https://www.bikaii.com/ governance#policies.

In accordance with the Section 4 of the POSH Act, Bikaji had constituted an Internal Complaints Committee (ICC) tasked with addressing complaints related to sexual harassment.

The summary of the complaints received and disposed of during the financial year 2023-24 is provided herein below:

S. NO.	PARTICULARS	STATUS
1	No. of Complaints pending at the beginning of the year i.e., April 01, 2023	Nil
2	No. of Complaints received during the year	Nil
3	No. of Complaints disposed-off during the year	Nil
4	No. of Complaints remaining unresolved at the end of the year i.e., March 31, 2024	Nil
5	No. of workshops or	The Company
	awareness programmes	conducted 3
	against sexual harassment	(Three) awareness
	carried out	programmes for its employees

S. PARTICULARS NO.	STATUS
6 Nature of action taken by	Not applicable
the employer and District
Officer

By prioritizing the prevention and redressal of sexual harassment at workplace, Bikaji reaffirms its commitment to upholding the rights and dignity of every individual within its workforce.

34. QUALITY PROCESSES:

Your Company remains steadfast in its commitment to enhancing the quality of its products, ensuring the delivery of superior, safe, and compliant offerings to its consumers. The Company takes pride in the certification of its manufacturing units by accredited third-party entities, in alignment with the ISO 22000:2018 standard. This certification underscores the Company''s dedication to upholding stringent food safety and quality standards throughout its operations.

In Bikaji''s ongoing pursuit of excellence in food safety and quality, your Company has developed sustainable systems and processes to uphold the highest standards of food safety and hygiene. A dedicated Quality Assurance team spearheads process change management, implementation, and adherence across the organization. The team diligently monitors quality and productivity enhancements through comprehensive checks on incoming raw materials, inprocess, and final products. Moreover, the implementation of a quality module in the Enterprise Resource Planning (ERP) system enhances transparency in quality checks and facilitates the dissemination of results to all stakeholders.

Demonstrating our unwavering commitment to quality and food safety, the Company conducts periodic internal and external audits of its manufacturing facilities and management systems. These audits are based on the criteria outlined in international standards such as FSMS (Food Safety Management System), BRCGS (British Retail Consortium Global Standards) and QMS (Quality Management System), ensuring compliance with all relevant regulations governing the manufacture, storage, distribution, and labeling of products. Bikaji also complies with all applicable rules and regulations under the Food Safety and Standards Act, 2006, including Legal Metrology requirements. By adhering to international quality standards and certifications, Company reaffirms its dedication to delivering products of the highest caliber to its consumers.

To further solidify our commitment to excellence, your Company adheres to internationally recognized quality standard certifications, including ISO 22000, BRCG, APEDA, EIC and HALAL. By prioritizing these practices, we consistently deliver exceptional food products that meet the highest standards for safety, quality, and consumer satisfaction.

35. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company has always believed that employees are its greatest strength and key to the Company''s sustainable growth and success. A multitude of initiatives were undertaken throughout the year to ensure that the work environment fosters high performance, inclusivity, respect, empathy, and employees are provided with opportunities for their development.

With a workforce of 2,559 permanent employees as on March 31, 2024, drawn from diverse social, economic, and geographic backgrounds, the Company emphasizes the integral role of its employees in its growth and overall development. Through skill enhancement initiatives and a meritocratic environment, the Company aims to optimize employee potential, efficiency, and competency. Maintaining harmonious industrial relations, fostering gender diversity, and supporting community development underscore the Company''s commitment to proactive employee relations.

We prioritize building strong teams by attracting and retaining skilled professionals across all functions. Recognizing employees as its most valuable asset, the Company fosters an open, transparent, and meritocratic culture. It acknowledges the pivotal role of engaged employees in driving growth and achieving excellence, leveraging the 5Ps - People, Policy, Process, Performance, and Productivity for business advancement and consumer satisfaction.

The implementation of the Bikaji Employees Stock Option Scheme 2021 - Scheme I and Bikaji Employees Stock Option Scheme 2021 - Scheme II underscores the Company''s commitment to talent retention and alignment of individual objectives with organizational goals. These Schemes enables permanent employees to become Company''s shareholders by granting them, the opportunity to hold shares of the Company.

36. CREDIT RATING:

During the financial year 2023-24, on the basis of recent development and including operational and financial performance of the Company, ICRA Limited, Credit Rating Agency has re-affirmed rating on May 23, 2024 as follows:

FACILITIES	RATING
Long term Rating	[ICRA]AA- (Stable)
Short term Rating	[ICRA] AA- (Stable)/ A1

37. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information and disclosures pertaining to ratio of the remuneration of each director to the median employee''s remuneration and such other details, as specified in Section 197(12) of the Act, read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure-6" of this report.

38. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company maintains robust framework of internal financial controls aligned with the scale and complexity of its operations. The internal financial controls have been designed in the interest of all its stakeholders by providing an environment which is facilitative to conduct its operations and take care of, inter alia, financial and operational risk with emphasis on integrity and ethics as part of work culture. These controls encompasses of verification of entity level, process level and IT controls, ensuring the accuracy and completeness of accounting records, fraud prevention, and timely financial reporting. Regular evaluations during the year, affirmed the effectiveness of these controls.

Furthermore, an independent firm of Chartered Accountants conducts internal audit periodically and presents report to the Audit Committee of the Company. These internal control system, coupled with rigorous internal audit procedures, provide reasonable assurance to the Statutory Auditors regarding the reliability of financial reporting and compliance with the applicable Indian Accounting Standards (Ind AS), Companies Act and its rules, SEBI Regulations and other relevant regulations.

A detailed overview of the internal financial controls and their adequacy is provided in the Management Discussion and Analysis Report, forming part of this Annual Report.

39. ENVIRONMENT, HEALTH AND SAFETY (EHS):

The Company is dedicated towards health and safety standards in line with regulatory requirements, licenses, and certifications. Through our health and safety policy, we prioritize the well-being of our employees and those working under our management. We remain committed to fostering a secure work environment and providing appropriate healthcare benefits to our employees, along with guidance on occupational health and safety.

Recognizing the environmental impact of plastic waste, particularly in light of regulatory changes, the Company has taken proactive steps to address this issue. We have partnered with a Waste Management Company equipped to handle plastic waste responsibly, ensuring compliance with regulations and fulfilling our environmental commitments. This strategic partnership underscores our commitment to environment sustainability and responsible waste management practices.

40. RISK MANAGEMENT:

The Company has established robust financial, operational, and compliance controls integrated within its business processes. A dedicated Risk Management Committee, overseen by the Board, is tasked with formulating, implementing, and monitoring the risk management plan. This Committee ensures the effectiveness of risk management measures, with additional oversight from the

Audit Committee on financial risks and controls. Major risks identified by the business and functions are systematically addressed on a continuous basis.

With a comprehensive risk management framework in place, the Company identifies, prioritizes, and mitigates significant threats to its strategic objectives, reputation, operational continuity, and compliance. The Risk Management Committee plays a pivotal role in overseeing and recommending the Company''s Risk Management Policy, which formalizes the process of identifying, assessing, monitoring, and managing business risks.

Your Company has a Risk Management Policy in place to identify, assess and mitigate risks appropriately. The Risk Management Policy is publicly available on the Company''s website at https://www.bikaii.com/governance#policies, underscoring its commitment to transparent risk management practices.

41. LISTING:

The Equity Shares of the Company are listed on the BSE Limited and National Stock Exchange of India Ltd. Both the stock exchanges have nation-wide trading terminals. Also, the Annual Listing Fees for the financial year 2024-25 have been duly paid by the Company to the BSE Limited and National Stock Exchange of India Ltd.

42. OTHER DISCLOSURES:

In terms of the applicable provisions of the Act and Listing Regulations, your Company provides following additional disclosures as on March 31, 2024:

1. Not issued any equity share with differential rights as to dividend, voting or otherwise.

2. Not issued any share (including sweat equity share) to employees of the Company under any scheme, except, ESOP Schemes referred in this Report.

3. No Buyback of shares have been undertaken.

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

5. No amount or shares were required to be transferred to the Investor Education and Protection Fund.

6. The maintenance of cost records, as specified by the Central Government under sub-section (1) of Section 148 of the Act is not applicable to the Company.

7. No application was made or any proceeding is pending under Insolvency and Bankruptcy Code, 2016.

8. Requirement of one-time settlement with Banks or Financial Institutions was not applicable on the Company.

43. ACKNOWLEDGEMENT:

The Board of Directors expresses their sincere gratitude to the Governments of various states in India, relevant Government departments, Financial Institutions, and Banks for their invaluable guidance, support and co-operation.

Heartfelt appreciation is extended to all employees for their unwavering dedication, hard work, solidarity and commitment, which have contributed significantly to the Company''s performance. The Board also acknowledges the steadfast support from shareholders, investors, suppliers, distributors, retailers, directors, auditors, Government and regulatory authorities.

The Board expresses gratitude to customers for their continued co-operation, enabling the Company to understand and meet their unique needs, thus, ensuring maximum customer satisfaction. Looking ahead, the Board eagerly anticipates their ongoing support.

The Board acknowledges that the collective efforts of these stakeholders are instrumental in the Company''s success.

ON BEHALF OF THE BOARD OF DIRECTORS FOR BIKAJI FOODS INTERNATIONAL LIMITED

SHIV RATAN AGARWAL

PLACE: GURUGRAM CHAIRMAN

DATE: JULY 24, 2024 DIN: 00192929

---

Mar 31, 2023

Your directors are pleased to present the 28th Annual Report on the affairs of the Company together with the Audited Financial Statements (Standalone and Consolidated) of Bikaji Foods International Limited (“Bikaji” or “the Company” or “your Company) for the financial year ended on March 31, 2023.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year 2022-23 and 2021-22 are summarised below:

(H in Lakhs)
PARTICULARS	Standalone		Consolidated
	(2022-23)	(2021-22)	(2022-23)	(2021-22)
Revenue from Operations	1,94,438.79	1,59,870.24	1,96,607.22	1,61,096.14
Other Income	1,484.91	993.66	1,470.96	1,048.96
Total Income	1,95,923.70	1,60,863.90	1,98,078.18	1,62,145.10
Total Expenditure excluding Finance Cost, Depreciation, Taxation and Extraordinary Items	1,73,603.73	1,45,695.71	1,75,248.04	1,47,141.64
Profit before Finance Cost, Depreciation, Taxation and Extraordinary Items	22,319.97	15,168.19	22,830.14	15,003.46
Depreciation & Amortisation	4,183.85	3,666.76	4,705.78	3,833.11
Profit before Exceptional Items, Interest and Tax	18,136.12	11,501.43	18,124.36	11,170.35
Finance Costs	826.22	606.19	1,059.69	669.09
Profit before Exceptional items & Tax	17,309.90	10,895.24	17,064.67	10,501.26
Add (Less): Exceptional Items	-	-	-	-
Profit before Tax	17,309.90	10,895.24	17,064.67	10,501.26
Tax Expense
Current Tax	5,063.99	2,757.29	5,063.99	2,757.29
Deferred Tax	(635.17)	141.61	(773.83)	141.16
(Excess)/Short provision for tax pertaining to prior years	114.14	-	114.14	-
Profit after Tax	12,766.94	7,996.34	12,660.37	7,602.81
Earnings per Share (Basic)	5.12	3.23	5.15	3.15
Earnings per Share (Diluted)	5.11	3.23	5.14	3.15

2. RESULT OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS:

Your directors are pleased to present to you this first Annual Report of the Company post successful Initial Public Offer and a strong support from all of you. This is surely a milestone in our corporate strategy, and the Directors hereby place on record gratitude to all the shareholders and other stakeholders for their overwhelming response to the Company’s IPO and for reiterating their faith in its long-term growth story. The Company believes in the overall growth towards the healthy creation of stakeholders’ value.

• STANDLONE

Bikaji Foods International Limited is one of the fastest growing FMCG Company in India. Bikaji always believes that the commitment towards playing a defining role in the development of its stakeholders extends to uplifting the lives of the Marginalised segments of the society, living in and around its areas of operation. During the financial year 2022-23, the Standalone

Revenue from Operations for the FY 2022-23 was at H1,94,438.79 Lakhs which is 21.62% higher than the previous year Standalone Revenue from Operations of H1,59,870.24 Lakhs. The Company has reported total income of H1,95,923.70 Lakhs for the current financial year as compared to H1,60,863.90 Lakhs in the previous financial year. The Net Profit for the year under review amounted to H12,766.94 Lakhs as compared to H7,996.34 Lakhs in the previous financial year. The revenue from operations and profit of the Company is increased due to enhanced geographical locations, reduction in oil price etc.

• CONSOLIDATED

Pursuant to Section 129(3) of the Companies Act, 2013 (“the Act”) and applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with the relevant Accounting

Standards specified under Section 133 of the Act and forms part of this Annual Report. The Consolidated Revenue from Operations during the year for the FY 2022-23 was at H1,96,607.22 Lakhs which is 22.04% higher than previous year Consolidated Revenue from Operations of H1,61,096.14 Lakhs. The Company has reported total income of H1,98,078.18 Lakhs for the current year as compared to H1,62,145.10 Lakhs in the previous year. The profit after tax attributed for the FY 2022-23 was H12,660.37 Lakhs, as against H7,602.81 Lakhs in the previous year. The revenue from operations and profit of the Company is increased due to enhanced geographical locations, reduction in oil price etc.

The detailed operational performance of your Company hasbeencomprehensivelydiscussedintheManagement Discussion and Analysis Report.

The audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the Company’s website at https://www.bikaii.com/financials

MATERIAL EVENTS DURING THE YEAR

A. INITIAL PUBLIC OFFER (“THE IPO”)

A major highlight for the year under review was that the Company successfully came out with an Initial Public Offer of equity shares of the company aggregating to H88,084.50 Lakhs. The issue was entirely offer for sale (OFS) of equity shares. The company had filed Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India (“the SEBI”) on February 22, 2022 in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The Company filed the Prospectus on November 10, 2022. The issue was open for subscription from November 03, 2022 to November 07, 2022. Pursuant to the IPO, 2,93,73,984 equity shares were issued and allotted to the public at price of H300/- on November 11, 2022 under various Categories. The Company received listing and trading approvals from BSE Limited (“the BSE”) and National Stock Exchange of India Ltd. (“the NSE”) on November 15, 2022 and the equity shares were listed on BSE and NSE on November 16, 2022. Your directors believes that the listing of the Company would provide the right platform to take its brand(s) to greater heights, enhance visibility and provide liquidity to the shareholders.

The Company’s IPO received an overwhelming response and was oversubscribed by 26.67 times, reflecting an investor appetite for the issue. The Equity Shares of the Company were listed with a substantial gain from its offer price. The market capitalization of the Company has marked its presence under the list of

Top 500 Companies. As per the market capitalization list released by NSE and BSE, the ranking of your Company stood at 345 and 348, respectively, as of March 31,2023.

We are gratified and humbled by the faith shown in the Company by the market participants. We are also grateful to our customers for their trust shown in our capabilities to consistently deliver high-quality services.

B. PRODUCTION LINKED INCENTIVE SCHEME

During the financial year 2021-22, the Company received approval under the ‘Production Linked Incentive Scheme - Category-I, Segment-Ready to Cook/Ready to Eat’(“PLI”) Scheme introduced by Ministry of Food Processing Industries (MOFPI). As part of the incentives, our Company from Fiscal 2021 to Fiscal 2023 has committed to spend H21,596.90 Lakhs, the contract manufacturer has committed to spend H12,998.80 Lakhs and our Subsidiaries have committed to spend H9,278.20 Lakhs on plant and machinery, associated infrastructure, technical civil work and as per the latest notification issued by the MOFPI, the stipulated timeline for committed expenditure has been extended till Fiscal 2024.

Further, during the financial year 2021-22, the Company received approval for incentive in relation to branding and marketing expenditure of H1,297.00 Lakhs abroad from Fiscal 2022 to Fiscal 2026 under the “Production Linked Incentive (PLI) Scheme” to incentivize our Company. The Company has committed to spend total amount of H45,170.80 Lakhs under the PLI Scheme. The maximum incentive to be received by our Company under the Scheme will be H26,138.90 Lakhs.

On March 25, 2023 the company received the disbursement under the scheme amounting to H1,984.00 Lakhs after it achieved targets set by government under the scheme.

C. AMALGAMATION

During the year under review, the Board of Directors of your Company (“the Board”) in their meeting held on January 25, 2023 approved the scheme of amalgamation of Hanuman Agrofood Private Limited, a Wholly Owned Subsidiary of the Company, with Bikaji pursuant to the provisions of Section 230 to 232 and other applicable provisions of the Act, the Securities and Contract Regulation Act, 1956, the Listing Regulations, circulars and notifications issued by the Securities and Exchange Board of India (“SEBI”) and other regulatory authorities, if any, for the amalgamation and subject to approval of Shareholders, Creditors, Stock Exchanges, National Company Law Tribunal (“the NCLT”) and any other applicable statutory authorities as may be required.

The Company filed the scheme of amalgamation with the NCLT on March 22, 2023. The Company is expecting that the amalgamation will facilitate operational synergies and tax benefits among other benefits. It is also expected that a single entity will result in better centralised management and oversight, cost efficiencies and supporting the group’s competitive growth.

3. EXPORT INITIATIVES AND GROWTH POSSIBILITIES:

We are One of the leading exporter of Indian ethnic snacks and sweets besides other savories from India with exports in 25 countries of North America, Asia Pacific, Middle East, EU, Africa and UK regions. Exports contributed approximately 3.2% of the total sales which were made predominantly in North America and Asia Pacific regions during Fiscal 2023.

We seek to increase our presence in our existing export markets as well as expand our geographical footprint to access a more diversified customer base across various geographies as part of our expansion strategy. We intend to explore and increase our product penetration in select export markets, such as North America, Europe, the Middle East, Africa and Asia Pacific. We have participated in various trade fairs and exhibitions such as Gul food Dubai, Sial Paris and Summer Fancy food USA viewing a great opportunity to build strong network and create Brand Awareness. We did our products listing in Walmart Canada, Sobys Canada and LULU in Gulf Countries.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

During the year the Company has not transferred any amount to General Reserves and the Board of Directors have decided to retain the entire profit of H12,766.94 Lakhs in the Statement of Profit and Loss.

5. DIVIDEND:

The purpose of the Dividend Distribution Policy is to ensure the right balance between the quantum of Dividend paid and amount of profits retained in the business for various purposes. Your Company has a Dividend Distribution Policy that balances the dual objectives of rewarding shareholders through dividends, while also ensuring availability of sufficient funds for growth of the Company.

Further, your directors are pleased to recommend final dividend for the financial year 2022-23 of H0.75 per equity share of face value of H1 each in their meeting held on May 23, 2023 for a total amount of H18,71,32,410 for consideration and approval of the Members at the ensuing Annual General Meeting of the Company and shall be subject to deduction of tax at source.

Further, pursuant to Regulation 43A of the Listing Regulations the dividend declared by the Company is in accordance with the company’s dividend distribution policy and there were no changes in the parameters of dividend distribution policy of the Company.

The Company’s Dividend Distribution Policy is provided in the “Annexure - 1” forming part of this report and is also available on the Company’s Website at https://www.bikaii.com/qovernance#policies

6. ARTICLES OF ASSOCIATION:

During the financial year under review, your Company has altered its Articles of Association. The Board of Directors in their meeting held on January 25, 2023 has adopted a new set of Articles of Association (“the AOA”) of the Company comprising of one part only i.e., Part I to give effect to resolution passed by Board of Directors and shareholders on December 08, 2021 and December 30, 2021, respectively.

As per the said resolutions, Part II of the AOA shall automatically be terminated and cease to have any force and effect from the date of listing of equity shares of the Company pursuant to the Initial Public Offer and the provisions of Part I shall come to be in effect and be in force, without any further corporate or other action, by the Company or by its shareholders, from the date of listing of equity shares pursuant to the Offer. For the period till listing, both the Articles of Association i.e. Part I & Part II co-existed and were applicable to the Company and post listing Part II automatically stood terminated and now only Part I is operative. As the Company got listed on BSE Limited and National Stock Exchange of India Ltd. on November 16, 2022, the Part II of the AOA was terminated.

Further, the Board of Directors in their meeting held on May 23, 2023 have recommended for consideration and approval of the Members at the ensuing Annual General Meeting, the further amendments in the Articles of Association regarding few clauses.

If the amendments in the Articles of Association are adopted by the Members at the ensuing Annual General Meeting, it will conform the requirements and directions as provided by the Act, Stock Exchanges and any other law for the time being in force.

7. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• APPOINTMENTS:

The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Act and Regulation 17 the Listing Regulations. Our Board is a balanced Board, comprising of optimum combination of Executive and Non-Executive Directors with at least 1 (One) Woman Independent Director and not less than 50% of the Board of Directors comprise of Independent Directors.

The appointment of new Directors is recommended by the Nomination and Remuneration Committee (‘’NRC’’) on the basis of requisite skills, proficiency, experience and competencies as identified and finalised by the Board considering the industry and sector in which the Company operates. The Board, on the recommendation of the NRC, independently evaluates and if found suitable, confirms an appointment to the Board. The appointments are based on the merits of the candidate and due regard is given to diversity including factors like gender, age, cultural, educational & geographical background, ethnicity, etc.

As at March 31,2023, Bikaji’s Board consists of 9 (Nine) Directors including 3 (Three) Executive Directors, 1 (One) Non-Executive Director and 5 (Five) Independent Directors (including one Independent Woman Director).

In the opinion of the Board, the Independent Directors appointed are persons of high repute, integrity and possesses the relevant expertise and experience in the respective fields.

None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Company by the SEBI, Ministry of Corporate Affairs or any other statutory authority and same forms part of Corporate Governance Report.

• RE-APPOINTMENT:

Mr. Sachin Kumar Bhartiya (DIN: 02122147), NonExecutive and Non-Independent Director has been associated with the Company since April 11, 2014. Pursuant to the provisions of the Articles of Association of the Company and based on the recommendation made by the Nomination and Remuneration Committee and the Board of Directors in their meeting held on January 25, 2023, the members of the Company through Postal Ballot, approved the re-appointment of Mr. Sachin Kumar Bhartiya (DIN: 02122147) as a NonExecutive and Non-Independent Director with effect from January 25, 2023.

Mr. Deepak Agarwal (DIN: 00192890), Managing Director of the Company will be successfully completing his tenure as a Managing Director of the Company on January 31, 2024. He was appointed as Whole-Time Director of the Company w.e.f. February 01, 2021 and was re-designated as Managing Director w.e.f. September 01, 2021. Pursuant to the provisions of the Act, Articles of Association of the Company, performance evaluation and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on May 23, 2023 approved the reappointment of Mr. Deepak Agarwal as a Managing

Director for a further period of 3 (Three) years effective from February 01, 2024 to January 31, 2027 subject to the approval of the Members of the Company by special resolution at the ensuing Annual General Meeting.

Mrs. Shweta Agarwal (DIN: 00619052), WholeTime Director of the Company will be successfully completing her tenure as a Whole-Time Director of the Company on January 31, 2024. She was appointed as Whole-Time Director of the Company w.e.f. February 01, 2021. Pursuant to the provisions of the Act, Articles of Association of the Company, performance evaluation and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on May 23, 2023 approved the re-appointment of Mrs. Shweta Agarwal as a Whole-Time Director for a further period of 3 (Three) years effective from February 01, 2024 to January 31, 2027 subject to the approval of the Members of the Company by special resolution at the ensuing Annual General Meeting.

• DIRECTORS, RETIRING BY ROTATION:

Pursuant to the provisions of Section 152(6) of the Act read with the rules made thereunder and as per the Articles of Association of the Company, Mr. Shiv Ratan Agarwal (DIN: 00192929), Chairman and Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment. The Board has recommended his reelection at the ensuing Annual General Meeting.

A brief resume of the directors being appointed/ re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing Annual General Meeting of the Company.

Mr. Deepak Agarwal was liable to retire by rotation in previous Annual General Meeting held on September 30, 2022. Subsequently, the members of the Company approved the re-appointment of Mr. Deepak Agarwal.

• CESSATION:

During the year 2022-23:

• Ms. Nidhi Ghuman, Non- Executive and NonIndependent Director resigned w.e.f. January 25, 2023.

• Mr. Anshuman Goenka, Non- Executive and NonIndependent Director resigned w.e.f. June 06, 2022.

The profile of Directors is available on the website of the Company at https://www.bikaii.com/qovernance#board

• KEY MANAGERIAL PERSONNEL:

During the year under review, there were following changes in the Key Managerial Personnel (“KMP”) of the Company.

• Mr. Manoj Verma, Chief Operating Officer of the Company was appointed as KMP of the Company with effect from September 03, 2022.

• Mr. Shambhu Dayal Gupta, President - Corporate affairs and Finance was appointed as KMP of the Company with effect from September 03, 2022.

• Mr. Rahul Joshi, Head- Legal and Compliance was appointed as KMP of the Company with effect from September 03, 2022 and was re-designated as Head- Legal and Company Secretary with effect from December 08, 2022.

• Ms. Divya Navani, Company Secretary and Compliance Officer ceased to be KMP of the Company with effect from December 07, 2022.

• NUMBER OF MEETINGS OF THE BOARD:

The Board met 7 (seven) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, forming part of this Annual Report.

• COMMITTEES OF BOARD:

During the year under review, with a view to comply with the Listing Regulations and with an objective to further strengthen the governance standards, the Board had re-constituted certain existing Committees to bring more independence.

Further during the year, the Board of Directors in their meeting held on June 07, 2022 has constituted a Committee of Board of Directors titled as “Banking and Finance Committee” and adopted the terms of reference of the said Committee.

In statutory Board Committees majority members comprises of Independent Directors. All these committees have been established as a part of the good corporate governance practices. There have been no instances where the Board has not accepted any recommendation of the committees.

Details of various Committees constituted by the Board, including their composition, terms of reference, meetings and their attendance thereat etc., mandated pursuant to the applicable provisions of the Act and the Listing Regulations, are given in the Corporate Governance Report, forming part of this Annual Report.

• INDEPENDENT DIRECTORS’ MEETING:

During the year under review, the Independent Directors met on January 25, 2023 without the attendance of Non-Independent Directors and members of the management inter alia, to discuss:

• Review the performance of Non-Independent Directors and the Board as a whole.

• Review the performance of the Chairman of the Company taking into account the views of the Executive and Non-Executive Directors.

• Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

8. DECLARATION FROM INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 134(3)(d) of the Act, the Company has received individual declarations from every Independent Director under Section 149(6) of the Act and regulation 16(1 )(b) the Listing Regulations confirming that that they meet the criteria of independence as prescribed under the Act and the Listing Regulations and are not disqualified from continuing as Independent Directors and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs.

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.

The details of the familiarisation programmes imparted to the Independent Directors are covered in the Corporate Governance Report forming part of this Annual Report.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

As required to be reported pursuant to Section 134(3) (q) of the Act read with Rule 8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2022-23 and the Company continues to carry on its existing business.

10. 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 STATEMENTS 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.

11. SHARE CAPITAL:

As on March 31, 2023, the Authorised Share Capital of the Company is H30,00,00,000/- (Rupees Thirty Crores Only) divided into 30,00,00,000 (Thirty Crores) Equity Shares of H1/- each and Issued, Subscribed and Paid-up capital is H24,95,09,880 /- (Rupees Twenty-Four Crore Ninety-Five Lakh Nine Thousand Eight Hundred Eighty Only) divided into 24,95,09,880 (Twenty-Four Crore Ninety-Five Lakh Nine Thousand Eight Hundred Eighty) Equity Shares of face value of H1/- each.

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 face value of H1/- each, ranking pari passu.

12. PARTICULARS OF EMPLOYEE STOCK OPTION SCHEME:

Employees’ Stock Options represent a reward system based on overall performance of the individual employee and the Company. The Company has framed Bikaji Employees Stock Option Scheme 2021 - Scheme I (“Scheme I”) and Bikaji Employees Stock Option Scheme 2021 - Scheme II (“Scheme II”) (collectively, “the ESOP Schemes”) pursuant to the approval of the Board of Directors and members of the Company in their meeting held on September 02, 2021 and October 22, 2021, respectively, with a view to attracting and retaining the best talent, encouraging employees to align individual performance with Company’s objectives, and promoting increased participation by them in the growth of the Company.

Scheme-I has 45,00,000 (Forty-Five Lakhs) options convertible into equity shares and Scheme-II has 5,00,000 (Five Lakhs) options convertible into equity shares. Further, to align ESOP Schemes with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“the SEBI SBEB & SE Regulations”), based on

the recommendation made by the Nomination and Remuneration Committee and the Board of Directors in their meeting held on January 25, 2023, the members of the Company through Postal Ballot, approved the ratification of ESOP Schemes.

Also in compliance with Regulation 28 of the Listing Regulations, the Company has received the “InPrincipal approval” from National Stock Exchange of India Ltd. and BSE Limited dated April 18, 2023 and April 19, 2023, respectively, for issuing securities under the ESOP Schemes.

Summary of Scheme-I and Scheme-II as on March 31, 2023 is as under:

S. No.	Particulars	Scheme-I	Scheme-II
1	Total Option that can be granted	45,00,000	5,00,000
2	Options granted	8,45,500	2,05,050
3	Options lapsed	50,260	49,550
4	Options exercised	-	-
5	Options outstanding	7,95,240	1,55,500

Disclosure with respect to Compliance to Section 62 of the Act read with rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 is provided in the “Annexure 2”.

The disclosures as required under Regulation 14 of the SEBI SBEB & SE Regulations have been placed on the website of the Company: https://www.bikaji.com/.

13. SHARE TRANSFER SYSTEM AND

DEMATERIALISATION OF SHARES AND LIQUIDITY:

As on March 31, 2023 - 24,95,09,878 (Twenty-Four Crore Ninety-Five Lakh Nine Thousand Eight Hundred Seventy-Eight) equity shares of the Company i.e. 99.99% of the total equity shares were held in dematerialised form and 2 (Two) equity shares were held in physical form by 1 (One) Member of the Company.

The International Securities Identification Number (‘ISIN’) allotted to the Company’s shares under the Depository System is INE00E101023. Bikaji has entered into agreement 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 BSE Limited and National Stock Exchange of India Ltd.

The detailed information is covered in the Corporate Governance Report forming part of this Annual Report.

14. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, the Company has adopted ‘Whistle Blower Policy’ for Directors and employees to deal with the cases of unethical behavior in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company.

The same is detailed in the Corporate Governance Report forming part of this Annual Report.

The Policy is made available on the website ofthe Company at https://www.bikaii.com/governance#policies.

15. 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 2022-23. A declaration signed by the Managing Director of the Company to this effect is placed at the end of this report.

The code requires directors and employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The code is displayed on the Company’s website https://www.bikaii.com/qovernance#policies.

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

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 operations.

17. DETAILS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2023, the Company has 4 (Four) subsidiaries including 2 (Two) Wholly Owned Subsidiaries. During the year, the Board of Directors reviewed the affairs of its subsidiaries including Wholly Owned Subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company, incorporating financials of all its subsidiaries which forms part of this Annual Report, have been prepared. The details of which are as follows:

Petunt Food Processors Private Limited (PFPPL): Your Company holds 51.22 % equity stake in the PFPPL. It is currently engaged in the business of manufacturing,

processing, preparing, preserving, refining, buying, selling, packing, re-packing, labeling, sorting, grading directly or sub-contracting in all type of food and food related products.

Vindhyawasini Sales Private Limited (VSPL): During the financial year 2022-23, your Company acquired 100% equity stake i.e.7,66,860 equity shares having face value of H10 each of VSPL by way of the share purchase agreement dated April 1, 2022 as a part of business strategy to expand your Company’s growth and to widen its geographical footprint in the Bihar market. VSPL is currently engaged in the business of stockiest ship, distribution ship, marketing of FMCG Items, foods and beverages items etc. and to do the business of agency and manufacturer’s representative to undertake to sell or purchase or keep in deposit (other than money) or under any other terms, goods, articles, merchandise or properties of any kind and dispose off the same according to the directions of the customer and according to the usage of the trade.

Bikaji Maa Vindhyawasini Sales Private Limited (BMVSPL): During the financial year 2022-23, your Company has incorporated a new subsidiary in the name of Bikaji Maa Vindhyawasini Sales Private Limited on June 24, 2022, in which Bikaji Foods International Limited subscribed 51% i.e. 5,100 equity shares of face value of H10 each. BMVSPL will carry on business of Wholesale Traders, sellers, distributors, stockiest, CNF agent, commission agents, importers & exporters of all types & kinds of snacks, namkeen, bread, biscuits, bakery products, confectionery and other foods products. Your directors expect a substantial growth in terms of sales in due course in the state of Bihar and eastern India.

Hanuman Agrofood Private Limited (HAPL): During the financial year 2022-23, your Company has acquired 28,13,050 equity shares i.e., 99.65% of total equity of HAPL by way of conversion of Compulsorily Convertible Cumulative Preference Shares on January 01,2023. On January 25, 2023 your Company further acquired remaining 10,000 equity shares i.e., 0.35% of total equity of HAPL. Further, on January 25, 2023 your Company has approved the scheme of Amalgamation between Bikaji Foods International Limited and HAPL. The Scheme was filled with National Company Law Tribunal (NCLT), Jaipur Bench on March 22, 2023. HAPL is engaged in the business of manufacturing of snack foods including job work basis for its customers.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements along with related information of the Company and audited accounts of each of its subsidiaries, are available on Company’s website at https://www.bikaii.com/financials .

Your Company does not have any associate or Joint Venture.

Pursuant to the provisions of Section 129(3) of the Act, a statement in AOC-1 containing salient features of the financial statement of the subsidiary/Associates/Joint Ventures is annexed as “Annexure 3”. The particulars of the financial performance of the said subsidiaries are provided as part of the consolidated financial statement and hence not repeated herein for the sake of brevity.

18. 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 presented in a separate section forming part of this Annual Report.

19. DEPOSITS:

The Company has neither accepted nor renewed any Deposits mentioned under section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 during the reporting period.

20. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, your 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.

21. ANNUAL RETURN:

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the annual return as on March 31, 2023 is uploaded on the website of the Company and is available at https://www.bikaii.com/ others

22. 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 said policy can be accessed through Company’s website from the following web link: https://www.bikaii.com/ qovernance#policies

23. CORPORATE GOVERNANCE REPORT:

Your Company is committed to good corporate governance practices. A separate report on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with Para C of Schedule V of the said regulations, along with a certificate received from M/s. V.M. & Associates, Company Secretaries confirming that the Company is and has been compliant with the conditions stipulated under the Listing Regulations forms part of the Annual Report.

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

At Bikaii, fulfilment of environmental, social and governance responsibility is an integral part of the way the Company conducts its business. The Company has provided Business Responsibility and Sustainability Report (“the BRSR”) pursuant to Regulation 34(2)(f) of the Listing Regulations for the financial year ended on March 31,2023, which forms part of this Annual Report.

The same is in line with the SEBI requirement based on the ‘National Voluntary Guidelines (NVGs) on Social, Environmental and Economic Responsibilities of Business’ notified by Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and the amendment to Listing Regulations in May 2021. Your Company reported its performance for Financial Year 2022-23 as per the BRSR framework, describing initiatives taken from an environmental, social and governance perspective. Your Company’s Business Performance and Impacts are disclosed based on the 9 Principles as mentioned in the NVGs.

25. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

A policy approved by the Nomination and Remuneration Committee and adopted by the Board is practiced by the Company for determining qualification, positive attributes and independence of a director as well as for remuneration of Directors, as per the details set out in the Corporate Governance Report. The policy has been uploaded on the website of the Company and the web link of the same is: https://www.bikaii.com/ qovernance#policies

The Nomination and Remuneration policy of the Company lays down the criteria of appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of Directors, criteria for performance evaluation of Executive and Non-executive Directors (including Independent Directors) and other matters as prescribed under the provisions of the Act and the Listing Regulations. The details of evaluation process of the Board, its committees and individual directors, including independent directors have been provided

The Company has formulated a policy titled as Policy on dealing with related party transactions. The Policy aims to avoid any potential or actual conflict of interest between the Company and the stakeholders. The Policy on Related Party Transactions is available on the website of the Company at https://www.bikaii.com/ qovernance#policies

Pursuant to the provisions of section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing Regulations, all Related Party Transactions entered into by your Company with related parties during the Financial Year 2022-23 were in the ordinary courses of business and at arm’s length basis.

Requisite prior approval of the Audit Committee was obtained in the meeting for related party transactions entered into during financial year 2022-23 and the same was also placed before the Board for seeking their approval. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2, is not applicable on the Company.

For the financial year 2023-24, the Board and the Audit Committee in their meeting held on January 25, 2023 had granted omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. All related party transactions are placed before the Audit Committee on a quarterly basis.

Disclosures, as required under Indian Accounting Standards- 24, have been made in the Note No. 36 of the Financial Statements forming part of Annual Report.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in “Annexure 6”.

34. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards discrimination and harassments including sexual harassment and always strives to create and provide a healthy environment in the workplace(s). The Company has a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the POSH Act”). The policy is also available on the

under the Corporate Governance Report forming part of this Annual Report.

26. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors of the Company to the best of their knowledge and belief and according to the information and explanations obtained by them, confirms that-

(a) In the preparation of the annual accounts for the financial year ended on March 31, 2023, the applicable accounting standards had been followed along with proper explanation with no material departures;

(b) The directors had selected such accounting policies and applied them consistently and 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, 2023 and of the profit and loss of your Company for the financial year ended on March 31,2023;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts for the financial year ended on March 31, 2023 on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. STATUTORY AUDITORS AND THEIR REPORT:

M/s M Surana & Company, Chartered Accountants (Firm Registration No.: 015312C), and M/s M S K A & Associates, Chartered Accountants (Firm Registration No.: 105047W) were appointed as the Joint Statutory Auditors of the Company with your approval for conducting the audit, vide the ordinary resolution passed at the 24th Annual General Meeting held on September 30, 2019, to hold office for five-years tenure from the year 2019-20 up to the year 2023-24 until the conclusion of the 29th Annual General Meeting to be held in the calendar year 2024, at such remuneration as fixed by the Board of Directors of the Company. They have audited the financial statements of the Company for the year under review.

Auditors determines that the Company is providing a fair and accurate representation of its financial position

by examining 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 Joint Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

During the year under review, no instance of fraud was reported by the Joint Statutory Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

The notes on financial statement referred to in the Auditor’s Report are self-explanatory and do not call for any further comments. The Auditor’s Report does not contain any qualification, reservation or adverse remark. The Auditors in their report for the financial year 2022-23 have given unmodified opinion.

28. SECRETARIAL AUDITOR AND THEIR REPORT:

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, your Board has appointed M/s. S.K. Joshi & Associates, Company Secretaries (Firm Registration No.: P2008RJ064900) as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2022-23.

The Board in its meeting dated May 23, 2023 has re-appointed M/s. S.K. Joshi & Associates, Company Secretaries as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report is issued in Form MR-3 by M/s. S.K. Joshi & Associates, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31,2023. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except Composition of the Nomination and Remuneration Committee (“the NRC”) under regulation 19(1) of the Listing Regulations from the date of Listing of equity shares of the Company

i.e., November 16, 2022 to December 24, 2022.

During the year under review, no instance of fraud was reported by the Secretarial Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

The Non-Compliance of Regulation 19(1) of the Listing Regulations was rectified by resignation of Ms. Nidhi Ghuman, Non-Executive and NonIndependent Director, from the NRC w.e.f. December 25, 2022. Further, the NRC was reconstituted by the Board at its meeting held on January 25, 2023 comprising 5 (Five) Independent Directors.

The Secretarial Audit Report issued in form MR-3 is annexed as “Annexure-4”.

29. INTERNAL AUDITORS:

I n accordance with the provisions of section 138 of the Act and rules made thereunder and applicable regulations of the Listing Regulations, the Board of Directors of the Company had appointed M/s SSVA & Co., Chartered Accountants, Delhi (Firm Registration No. 022884N) as Internal Auditors of the Company. The Audit Committee of the Board of Directors, Statutory Auditors and the Management were periodically apprised the Internal Audit findings. The Company continued to implement their suggestions and recommendations to improve the same.

During the year under review, no instance of fraud was reported by the Internal Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

M/s SSVA & Co., Chartered Accountants, Internal Auditor of the Company will also carry out Internal Audit of the Company for the financial year 2023-24.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Act, the details of which have been provided in the Corporate Governance Report forming part of the 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 CSR policy is available on the website of the Company at https://www.bikaii.com/qovernance#policies

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of section 186 of the Act, particulars of Loans and Guarantees given and Investments made are provided in Financial Statements read together with notes annexed thereto and forms an integral part of the financial statements.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Bikaji has historically adopted the practice of undertaking related party transactions only in the ordinary course of business and at arm’s length basis as part of its philosophy of adhering to highest ethical standards, transparency and accountability.

website of the Company at https://www.bikaji.com/ qovernance#policies

Pursuant to clause 4 sub clause 2 sub clause III of the POSH Act, the Company has set up an Internal Complaints Committee.

During the year under review, the Company has not received any complaint pertaining to sexual harassment.

35. QUALITY PROCESSES:

Your Company continued its efforts at improving quality of its products to ensure delivery of superior, safe and compliant products to its consumers. You would be happy to know that manufacturing units of your Company are certified by an accredited third party in accordance with ISO 22000:2018 standard and operate in compliance with stringent food safety and quality standards.

Your Company continued the journey to excel in food safety and quality delivery to provide delightful, safe and compliant products to consumers in every pack. The Company has developed sustainable systems and processes for ensuring the highest standards of food safety and hygiene.

A dedicated Quality Assurance team handles the process change management, implementation and its adherence across the organisation. Quality assurance team monitors quality and productivity improvements through periodic checking of incoming raw material along with in-process and final products as well as random checking of products from market. Quality module in the ERP has been implemented for the incoming raw material to make quality checks more transparent and propagate the results to all the interested parties.

The quality and food safety commitment of the organization is also demonstrated by conducting periodic internal as well as external audits of the manufacturing facilities and the governing management systems under the criteria of international standards like FSMS, BRCGS, QMS etc. It also adheres to all applicable rules and regulations regarding the manufacture, storage, distribution of products and labelling information - under Food Safety and Standards - for all its food products, including legal metrology.

Your Company adheres to international quality standard certifications such as ISO 22000, BRCG, APEDA, EIC and HALAL.

36. BRAND VISIBILITY:

Bikaji offers a diverse product portfolio with the optimum mix of good quality and competitive pricing for our customers, with categories ranging from ethnic (Bhujia, namkeen, sweets, papad etc.) to western snacks. We believe that these qualities have enabled

us to develop strong brand recognition and consumer loyalty in our key markets in India and abroad.

Our marketing investments and the national media has supported in enhancing brand awareness and helps in getting the acceptance amongst the trade and consumers.

We launched Mr. Amitabh Bachchan as our brand ambassador with a view to strengthen our brand equity across the country and bolster our distributors’ confidence. It helped us moving into newer territories with trade faith coming in as well. We also plan on launching targeted regional campaigns for the focus markets in the coming year for brand recall and awareness for the new products. Additionally, we are focusing strongly on category expansion for international markets with more digital push. During financial year 2022-23, we increased digital presence with focus on social media and various engaging marketing campaigns via OTT platforms, and so on. We also created vernacular ads to better engage with the target audience, resulting in maximised outcome. Additionally, our commercials with Mr. Bachchan have a tonality that connects well with the younger audience too. While Bikaji has been active on the traditional media front like TV, Print, Radio etc., with the world going digital and tech savvy, we are also actively present on all the social media platforms like Instagram, Facebook, YouTube, LinkedIn for active customer engagement. Our topical customer led contests and brand collaborations with influencers have performed well for us and movie tie-ups are also giving us a good engagement on digital media.

37. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company has a workforce of 2,302 (Two Thousand Three Hundred Two) employees as on March 31,2023 with a mix of people from different social, economic and geographic backgrounds. The Company always believes that its growth is closely linked with the growth and overall development of its employees. The Company is committed to upgrade the skill of its employees and to create an environment where excellence is recognised and rewarded. The target is to place right people at right position and to enhance the efficiency, working speed, competency and time management skill of its employees. The Company has maintained healthy, cordial and harmonious industrial relations at all levels through proactive employee relations, development initiatives, gender diversity and community development.

Your Company follows a policy of building strong team of talented professionals. Your Company continues to build on its human resource capabilities by hiring the right talent, who support different functions and takes effective steps to retain the talent. People remain the most valuable asset of your Company, it has built an

open, transparent and meritocratic culture to nurture this asset.

Human Resources engaged employees are critical to the success of the Company. As an organization, the Company strongly believes that Human Resources are the principal drivers of Growth. They push the levers that take futuristic businesses to the next level of excellence and achievement. We believe that our 5Ps -People, Policy, Process, Performance and Productivity are our business drivers for Growth & Consumer delight.

Bikaji Employees Stock Option Scheme 2021 - Scheme I and Bikaji Employees Stock Option Scheme 2021 -Scheme II will help to retain talents in the organization as the Company views Stock Options as instrument that would enable to the employees to get share in the value that create for the Company and align individuals objectives with the objectives of the Company.

The Company’s endeavor is to create an environment where people can use all of their capabilities in promoting the business of the Company.

38. CREDIT RATING:

During the financial year 2022-23, on the basis of recent development and including operational and financial performance of the Company, International Credit Rating Agency (ICRA), Credit Rating Agency has given rating on February 28, 2023 as follows:

Facilities	Rating
Long term Rating	[ICRA]AA- (Stable)
Short term Rating	[ICRA] AA- (Stable)/ A1
Prior to that, Brickwork Rating India Pvt. Ltd. has given rating on May 12, 2022 as follows:
Facilities	Rating
Long term Rating	BWR AA- (Stable)
Short term Rating	BWR A1

39. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information and disclosures pertaining to remuneration and other details of employees, Directors and Key Managerial Personnel as required under section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“the MR Rules”) is annexed herewith as “Annexure 7” forming integral part of this report.

40. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Your 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 Company’s 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.

Your Company’s 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.

Your Company’s 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 statements 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.

41. ENVIRONMENT AND SAFETY:

We aim to comply with applicable health and safety regulations and other requirements in our operations and have adopted a health and safety policy that is aimed at complying with legislative requirements, requirements of our licenses, approvals, various certifications and ensuring the safety of our employees and the people working at our facility or under our management. We are committed to continue taking steps to promote a safe and conducive work environment for our employees. We strive to guide our employees on occupational health and safety, appropriate healthcare benefits and medical cover.

Several states across India are banning use of plastic, and the onus of collecting and responsibly disposing plastic waste generated by their packaging has been put on Companies. Failure to comply with current or future regulations on plastic packaging or failure to meet commitments on packaging and the environment would attract hefty fines. Therefore, the Company has arrangements with Waste Management Company who has the ability to strategise innovative ways in bringing environmental solutions to the Company. It will be responsible to manage Plastic waste on behalf of the Company.

42. RISK MANAGEMENT:

Your Company’s 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 has additional oversight in the areas of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. The Company’s management systems, organisational structures, processes, standards, code of conduct and behaviors together form the Risk Management System that governs how the Company conducts its business and manages associated risks.

The Company has 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 organisation’s strategic objectives, its reputation, operational continuity, environment, compliance, and the health & safety of its employees.

The Risk Management Committee is entrusted with the responsibility to assist the Board in overseeing and recommending/ approving the Company’s Risk Management Policy. The purpose of the Risk Management Policy is to institutionalise 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. Risk Management Policy is placed on the website of the Company at https://www.bikaji.com/ qovernance#policies

43. LISTING:

The Equity Shares of the Company are listed on the BSE Limited and National Stock Exchange of India Ltd. Both these stock exchanges have nation-wide trading terminals. Annual listing fees for the financial year 2023-24 have been duly paid to the BSE Limited and National Stock Exchange of India Ltd.

44. MISCELLANEOUS:

Your 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 shares (including sweat equity shares) to employees of the Company under any scheme except ESOP Schemes referred to in this Report.

3. Buyback of shares.

4. Neither the Managing Director nor the Wholetime Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. The maintenance of cost records as specified by the Central Government under sub-Section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company.

6. No application was made or any proceeding is pending under Insolvency and Bankruptcy Code, 2016.

7. Requirement of one-time settlement with Banks or Financial Institutions was not applicable.

45. ACKNOWLEDGEMENT:

Your 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.

Your 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. Your directors also take this opportunity to thank all shareholders, suppliers, distributors, retailers, directors, auditors, Government and regulatory authorities, for their continued support.

Your 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. Your Board look forward for their continued support in future.