Baba Food Processing India Ltd Directors Report

FINANCIAL YEAR 2025-26

to,

The Members,

Baba Food Processing (India) Limited

Dear Shareholders,

Your Directors are pleased to present the 11 th Annual Report ¹

of Baba Food Processing (India) Limited, together with the -

Audited Standalone and Consolidated Financial Statements

for the Financial year ended 31 March 2026.

The Report provides an overview of the Companys
operational and financial performance, key developments,
corporate governance practices and future outlook.

The financial performance of the Company for the financial year ended 31 March 2026
and the corresponding previous financial year is summarized below on a Standalone
and Consolidated basis:

Particulars	Standalone FY 2025-26	Standalone FY 2024-25	Consolidated FY 2025-26	Consolidated FY 2024 25
Revenue from Operations	20,504.12	20,580.57	20,504.15	20,580.57
Other Income	168.59	94.44	115.94	118.49
Total Income	20,672.71	20,675.01	20,620.09	20,699.06
(Rs.) Finance Cost	188.59	126.94	188.62	126.97
Depreciation & Amortisation	184.26	182.24	268.86	185.59
Profit Before Tax (PBT)	410.38	554.87	(23.76)	555.56
Tax Expense	102.93	124.31	119.12	124.75
Profit After Tax (PAT)	307.45	430.56	(142.88)	430.81
(Rs.) Earnings Per Share (Rs.)	1.88	2.64	(0.88)	2.64

FINANCIAL YEAR 2025-26

DIVIDEND	ANNUAL RETURN
The Board of Directors has not recommended any dividend for the financial year under review in order to conserve resources and strengthen the financial position of the Company. The decision has been taken keeping in view the Companys long-term growth strategy and the need to retain internal accruals for future business opportunities.	Pursuant to Section 134(3Xa) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed on the website of the Company and can be accessed at www.babafood.in
The provisions of regulation 43A (2) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding establishment of a Dividend Distribution Policy are not applicable to the company.	CASH FLOW STATEMENT
SHARE CAPITAL	The Cash Flow Statement for the financial year ended 31 March, 2026 prepared in accordance with accounting standard -3. Statement of Cash Flows is attached and forming part of the financial statements of the Company.
The Paid-up Equity Share Capital as on 31st March, 2026 was Rs.16.32,64.030 divided into 1.63.26.403 Equity Shares of *10/- oach During the yoar undor review, the Company has not raised its share capital.
As on 31st March. 2026. the Equity Shares of the Company were traded in electronic form as the Equity Shares are held in Dematerialized Form. The Company has not issued any Equity Shares with differential voting rights, sweat equity shares, employees stock option and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debenture) Rules, 2014 and Section 62 of Companies Act, 2013.	flgM ABOUT THE SUBSIDIARY
	During the year under review, the subsidiary company has not yet commenced commercial operations and hence, its contribution to the consolidated financial performance of the Company remained limited.
DEPOSITS The Company has neither accepted nor renewed any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.	FORWARD LOOKING STATEMENT Statements in the Boards Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or Implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other factors such as litigation and industrial relations.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company during the year under review.

FOOOC

DIRECTORS & KEY MANAGERIAL PERSONNEL

COMPOSmON OF THE BOARD

The Board of Directors of the Company comprises an optimum
combination of Executive and Non-Executive Directors, including
Independent Directors, possessing diverse skills, experience and
expertise required to effectively guide the Companys strategic
direction and governance.

As on 31 March 2026, the Board consisted of four Directors,
comprising two Executive Directors and two Non-Executive
Independent Directors, including two Women Directors The
Chairman of the Board is an Executive Director The composition
of the Board is in compliance with the applicable provisions of
the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

BOARD MEETINGS

The Board met at regular intervals during the financial year to review
the operational and financial performance of the Company and to
deliberate on strategic, governance and statutory matters. The gap
between any two meetings did not exceed the period prescribed
under the Companies Act. 2013 and the applicable Secretarial
Standards

During the financial year under review, five (5) Board Meetings

were held on the following dates:

SI. No. Date

22 May 2025

13 June 2025

30 August 2025

14 November 2025

e07 March 2026

f?l ATTENDANCE OF DIRECTORS

1. Mr. Yogesh Kumar Sahu	05	05
2. Mrs. Binita Sahu	05	05
3. Mr. Rajesh Agrawal	01	01
4. Mr. Raj Kumar Lakhotia	05	04
5. Mrs. Sasmita Mohanty	05	04
6. Mr. Sanchit Jaiswal	05	05

^ APPOINTMENT AND CESSATION OF DIRECTORS

During the financial year and up to the date of this Report, the following changes took place in the composition of the Board and
Key Managerial Personnel:

*	0 -	? -				-
1) JUNE 2025	30 AUGUST 2025	23 SEPTEMBER 2025	23 SEPTEMBER 2025	14 MARCH 2026	24 MAY 2026	24 MAY 2026
Mr Rajwih Agrawal resigned from the office of Whole-time Director and Chief faenoai Officer-	Mr Yogesh Kumar Sahu was appointed as the Chief Financial Officer of the Company	Mr* BrMUiSahu (DtN: 0779226E) was re -appoioteo as Director liable to retro by rotation at the Annua: General Meeting	Mr* fWiita Sahu was designated as Whole-time Director of the Company	Mr Ray Kumar Lakhotia resigned from the ofhce of independent Director of the Company.	Mr. Rohit Choudhary was appointed as an independent Director of the Company, subject to the necessary approvals-	Mr Rohit Choudhary was also ^ducted as a Member of the Audn Committee and the Nomination and Remuneration Committee

The Board places on record its sincere appreciation for the valuable guidance and contribution made by Mr Raj Kumar Lakhotia during his
tenure as an Independent Director and extends a warm welcome to Mr Rohit Choudhary.

Pursuant to the provisions of Section 2(51) and Section 203 of the
Companies Act. 2013, the foiowing persons were designated as the
Key Managerial Personnel ("KMP") of the Company as on the date of
this Report.

Mr. Yogesh Kumar Sahu	Mrs. Binita Sahu	Mrs. Sonal Agarwal
Chairman, Managing	Whole Time	Company Secretary &
Director & Chief	Director	Compliance Officer
Financial Officer

Pursuant to the provisions of Section 134(3Mc) read with Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

m Q in the preparation of the annual financial Matancnb for the financial year ended March 31. 2026, the [?-.1 applicable Accounting Standards have been followed oS(?ol and there are no material departures; Ils	appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made 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, 2026 and of the profit of the Company for the yoar ended on that date:
0 I proper and sufficient care has been taken for the maintenance of adequate accounting records in ? accordance with the provisions of the Companies /I n Act. 2013 for safeguarding the assets of the ? D U U Company and for preventing and detecting fraud and other irregularities;	o the annual financial statements have been prepared on a going concern basis;
0 B adequate internal financial controls have been laid down by the Directors and such ntemal financial Q controls are operating effectively; and	proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

HBsuBssar

0The Statutory Auditors have not made any qualrfication. reservation, adverse remark or disclaimer in their
Audit Report on the Standalone & Consolidated Financial Statements of the Company for the financial year
ended March 31, 2026. Accordingly, no explanation or comments by the Board are required under Section
134(3X0 of the Companies Act, 2013.

n - I The particulars of loans, guarantees, investments and securities covered under the provisions of Section 186

of the Companies Act, 2013. wherever applicable, are disclosed in the notes forming part of the Financial

Statements.

^.=5- ) SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES _J J?

During the financial year under review, the Company had one Wholly-owned Subsidiary, namely	The Company does not have any Associate Company or Joint Venture within the meaning of the Companies Act. 2013.
	There has been no material change in the nature of business of the Subsidiary Company during the financial year ended March 31. 2026
	Pursuant to Section 129(3) of the Companies Act. 2013. a statement containing the salient features of the financial statements of the Subsidiary Company in Form AOC-1 part of this Annual Report.

- The Consolidated Financial Statements of the Company for the financial year 2025-26
have been prepared in accordance with the applicable provisions of the Companies
Act, 2013, the Rules made thereunder, the applicable Accounting Standards, and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

- The Consolidated Financial Statements comprise the audited financial statements of the
Company and its Wholly-owned Subsidiary. Pursuant to the proviso to Section 129(3)
of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a separate
statement containing the salient features of the financial statements of the Subsidiary
in the prescribed Form AOC-1 is annexed as Annexure I to this Report.

- The Financial Statements of the Subsidiary Company and the relevant information are
available for inspection by the Members at the Registered Office/Corporate Office of
the Company during business hours on all working days, except Sundays and public
holidays, up to the date of the ensuing Annual General Meeting CAGM"). in accordance
with the provisions of Section 136 of the Companies Act, 2013. Any Member desirous
of obtaining a copy of the said financial statements may write to the Company at its
Registered Office/Corporate Office.

All contracts or arrangements entered into with the Related Parties, as defined
-fl under Section 2(76) of the Companies Act, 2013, during the financial year under
review were in the ordinary course of business and on an arms length basis.

BThe particulars of contracts or arrangements with Related Parties, pursuant to

Section 134(3)(h) of the Companies Act. 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, are provided in Annexure II to this Report.

During the year under review, the Company did not enter into any materially
significant Related Party Transactions that could have bad a potential conflict with
the interests of the Company at large. The necessary disclosures, as required under
Accounting Standard (AS) 18 - Related Party Disclosures, form part of the Notes
to the Financial Statements.

- The Company has in place adequate Internal Financial Controls commensurate with
the size, scale and nature of its operations. These controls are designed to ensure the
safeguarding of assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records, and the timely preparation of reliable financial
information.

- The Internal Auditor, in coordination with the Statutory Auditors and the Management,
periodically reviews the effectiveness and adequacy of the Internal Financial Control
systems and procedures. The review process ensures that the Companys assets are
adequately safeguarded and that the financial and operational information is accurate,
complete and reliable in all material respects.

During the financial year under review, the total Reserves and
Surplus of the Company stood at Rs. 5,001.78 Lakhs as at
31st March, 2026, as against Rs.4,694.32 Lakhs as at
31st March, 2025.

The composition of the Reserves and Surplus as at
31st March, 2026 is as follows:

	Amount (Rs. in Lakhs) T
1 Opening Balance (Retained Earnings)	1,552.02
2 Less: Utilised for Issue of Bonus Shares	-
3 AcJd: Profit for the Year	307.46
4 Closing Retained Earnings	1,859.48
5 Subsidy Reserve Account	792.42
6 Securities Premium (Net)	2.349.88
Total Reserves & Surplus	5,001.78

\

k MATERIAL CHANGES AND COMMITMENTS
i AFFECTING THE FINANCIAL POSITION
" OF THE COMPANY

There were no material changes or commitments
affecting the financial position of the Company
that occurred between the end of the financial
year ended 31st March, 2026 and the date of this
Report, which require disclosure under
Section 134(3)(l) of the Companies Act. 2013.

) TRANSFER TO THE INVESTOR EDUCATION
AND PROTECTION FUND (IEPF)

During the financial year under review, the Company
was not required to transfer any amount to the
Investor Education and Protection Fund ("IEPF")
established by the Central Government under the
provisions of Section 125 of the Companies Act, 2013.

Further, there were no amounts of unpaid or
unclaimed dividend or other amounts required to be
transferred to the IEPF during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 134(3Xm) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 are furnished below:

A. CONSERVATION OF ENERGY J m ^
(i) Steps taken or impact on conservation of energy The Company continues to focus on energy conservation as an integral part of its ^ operations. Continuous efforts are made to optimize energy consumption through	(i) Efforts made towards technology absorption The Company continues to adopt modem ^ deg deg manufacturing practices and process improvements t=™ to enhance operational efficiency, product quality and productivity.
efficient utilization of resources, preventive maintenance of equipment and process improvements. Energy consumption is regularly monitored to minimize wastage and improve operational efficiency.	(ii) Benefits derived undertaken have resulted in improved production efficiency, enhanced product quality and optimum utilization of
(ii) Steps taken by the Company for utilizing alternate sources of energy ^ The Company continues to explore the feasibility of utilizing alternate and renewable sources of energy for captive consumption with a view to reducing dependence on conventional sources of power and promoting sustainable operations.	^1^, (iii) Details of technology imported technology during the financial year under review.
	- (iv) Expenditure incurred on Research 8> Development The Company has not incurred any material expenditure on Research & Development during the financial year under review.
(iii) Capital investment on energy - conservation equipment p During the financial year under review. no significant capital investment was made towards anargy conservation equipment.

Kir C. FOREIGN EXCHANGE EARNINGS AND OUTGO

vir/ _____	Amount (Rs. in Lakhs) 1
Foreign Exchange Earnings	Nil
Foreign Exchange Outgo	Nil

- The Company has established an effective Risk Management framework to identify, assess,
monitor and mitigate various business risks that may adversely affect the achievement of its
strategic and operational objectives.

9 Potential risks across various business functions are periodically reviewed and appropriate
mitigation measures are implemented on a continuous basis to ensure effective risk
management and business continuity.

- The Independent Directors of the Company, Mrs. Sasmita Mohanty and Mr. Sanchit Jaiswal,
have submitted declarations confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the
SE8I (Listing Obligations and Disclosure Requirements) Regulations, 201S.

- The Board has taken the said declarations on record and is satisfied that the Independent
Directors fulfil the conditions of independence prescribed under the applicable provisions of
the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations. 2015.

- Pursuant to the provisions of the Companies Act. 2013 and the applicable Rules framed

thereunder, the Board has carried out an annual evaluation of its own performance, the
performance of its Committees, individual Directors and the Chairman of the Board

- The evaluation was carried out based on various parameters including attendance, participation,
contribution during meetings, strategic guidance, governance practices, effectiveness of the
Board and its Committees, experience, expertise, fulfilment of fiduciary responsibilities and
other criteria recommended by the Nomination and Remuneration Committee.

- The Directors expressed their satisfaction with the evaluation process and its outcome.

- In a separate meeting of the Independent Directors, the performance of the Non Independent
Directors, including the Chairman of the Company, and the overall performance of the
Board as a whole were also evaluated

credit rating	( PV
I ] The Company did not obtain any credit rating during the financial year under review.	I %1 j During the financial year under review, the V J Company has not accepted any deposits \. within the meaning of Sections 73 to 76 of ^ ^ the Companies Act. 2013 read with the Companies (Acceptance of Deposits) Rules. 2014. Accordingly, no amount of principal or Interest was outstanding as on 31st March. 2026
J The Members of the Company, at their	secretarial auditor
/ 8th Annual General Meeting l>eld on 4th July. 2023. appointed M/s Sumit Mohit & Co., Chartered Accountants (Firm Registration No. 021502N) as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 8th Annual General Meeting until the conclusion of the 13th Annual General Meeting The Auditors have confirmed that they continue to satisfy the eligibility criteria prescribed under the Companies Act, 2013 and are not disqualified from continuing as the Statutory Auditors of the Company.	l J Pursuant to the provisions of Section 204 of the Companies Act. 2013 and the Rules -- framed thereunder. M/s Birendra Banka & Associates. Company Secretaries, continue as the Secretarial Auditors of the Company for the Financial Year 2025-26. The Secretarial Audit Report for the financial year ended 31st March, 2026 is annexed to this Report as Annoxure III. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2014, Mr. Hardeep Malhotra, Chartered Accountant, was appointed as
the Internal Auditor of the Company for the Financial Year 2025-26.

During the financial year under review, Mr. Hardeep Malhotra tendered his resignation from the
office of Internal Auditor with effect from 17th January, 2026. The Board places on record its sincere
appreciation for the valuable services rendered by him during his tenure with the Company.

The Board has identified M B R M & Associates, Chartered Accountants, for appointment as the
Internal Auditors of the Company for the Financial Year 2026-27. Their appointment shall be
considered for approval at the ensuing Meeting of the Board of Directors in accordance with the
applicable provisions of the Companies Act, 2013.

COMMITTEES OF THE BOARD

The Audit Committee of the Board is duly constituted in accordance with the provisions of Section
177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its
Powers) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The terms of reference of the Audit Committee are in conformity with the requirements prescribed
under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Audit Committee was originally constituted on 24th July, 2023.

During the financial year under review, the following changes took place in the composition of the
Audit Committee:

- Mr. Rajesh Agrawal ceased to be a Member of the Audit Committee upon his resignation as
Whole-time Director with effect from 13th June, 2025.

- Mr. Yogesh Kumar Sahu was inducted as a Member of the Audit Committee with effect from
30th August, 2025.

- Mr. Raj Kumar Lakhotia resigned from the office of Independent Director and consequently
ceased to be the Chairman of the Audit Committee with effect from 14th March, 2026.

- Mr. Rohit Choudhary was appointed as a Member of the Audit Committee with effect from
24th May, 2026, subject to the necessary approvals.

During the financial year under review, four (4) meetings of the Audit Committee were held on the
IggjB following dates:

22^nd May, 2025 30th August, 2025 14th November, 2025 7th March, 2026

The attendance of the Members at the Audit Committee Meetings is given below:

Name of Member	Designation	Meetings Held*	Meetings Attended
Mr. Raj Kumar Lakhotia	Chairman	4	4
Mr. Sanchit Jaiswal	Member	4	4
Mr. Rajesh Agrawal	Member	1	1
Mr. Yogesh Kumar Sahu	Member	3	3

*Meetings Held represents the number of meetings that the respective Member was entitled to
attend during his tenure on the Audit Committee.

Rk Note: Mr. Rohit Choudhary has not been included in the attendance table since he was appointed as
gp a Member of the Audit Committee on 24th May, 2026, after the close of the financial year, and
therefore was not entitled to attend any Audit Committee meetings during FY 2025-26.

- The Nomination and Remuneration Committee of the Board is duly
constituted in accordance with the provisions of Section 178 of the
Companies Act, 2013 read with Rule 6 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and the applicable provisions of the
SEBI (listing Obligations and Disclosure Requirements) Regulations. 2015.

- The terms of reference of the Committee are in conformity with the
requirements prescribed under the Companies Act, 2013 and the
applicable provisions of the SEBI (listing Obligations and Disclosure
Requirements) Regulations. 2015.

- The Nomination and Remuneration Committee was originally
constituted on 24th July. 2023.

- During the financial year under review, Mr. Raj Kumar lakhotia resigned
from the office of Independent Director and consequently ceased to be
a Member of the Nomination and Remuneration Committee with effect
from 14th March, 2026. Subsequently. Mr. Rohit Choudhary was
appointed as a Member of the Nomination and Remuneration
Committee with effect from 24th May. 2026. subject to the necessary
approvals.

During the financial year under review, three (3) meetings of
the Nomination and Remuneration Committee were held on
the following dates:

- 22™* May. 2025 - 30th August, 2025 ¹ March, 2026

The attendance of the Members at the Nomination and Remuneration
Committee Meetings is given below:

Name of Member	Designation	Meetings Held*	Meetings Attended
Mrs. Sasmita Mohanty	Chairperson	3	2
Mr Raj Kumar Lakhotia	Member	3	3
Mr Sanchit Jaiswal	Member	3	3

* Matings Held represents the number of meetings thet the respective
Member was entitled to attend during his/her tenure on the Committee.

Note: Mr Rohit Choudhary has not been included in the attendance
Vm table since he was appointed as a Member of the Nomination and
^ Remuneration Committee on 24th May, 2026, after the dose of the
financial year, and therefore was not entitled to attend any Committee
meetings during FY 2025-26

TAKEH0LDERSI RELATIONSHIP COMMITTEE

- The Stakeholders Relationship Committee of the Board a duly
constituted in accordance with the provisions of Section 178 of the
Companies Act. 2013 read with the applicable provisions of the SEBI
(Listing Obligations and Dsdosure Requirements) Regulations, 2015.

- The terms of reference of the Committee are in conformity with the
requirements prescribed under the Companies Act, 2013 and the
applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

- The Stakeholders Relationship Committee was originally constituted
on 24th July. 2023.

- During the financial year under review. Mr. Rajesh Agrawal ceased to
be a Member of the Stakeholders Relationship Committee upon his
resignation as Whole-time Director & CFO with effect from 13th June,
202S. Mr. Yogesh Kumar Sahu was inducted as a Member of the
Stakeholders Relationship Committee with effect from

30th August, 2025.

During the financial year under review, one (1) meeting of the
ES Stakeholders Relationship Committee was held on
7* _March 2026.

The attendance of the Members at the Stakeholders Relationship
Committee Meeting is given below:

Name of Member	Designation	Meetings Held*	Meetings Attended
Mr Sanchit Jaiswal	Chairman	-	1
Mrs. Binita Sahu	Member	-	1
Mr Rajesh Agrawal	Member	-	-
Mr Yogesh Kumar Sahu	Member	1	1

Meetings Held represents the number of meetings thet the respective
Member was entitled to attend during his/her tenure on the Committee.

- The Corporate Social Responsibility Committee of the Board is duly
constituted in accordance with the provisions of Section 135 of the
Companies Act. 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended from time to time.

- The terms of reference of the Committee ere in conformity with the
provisions of the Companies Act, 2013 and the Rules made thereunder.

- The Corporate Social Responsibility Committee was originally
constituted on 24th July. 2023.

- During the financial year under review, Mr. Rajesh Agrawal ceased to be
a Member of the Corporate Social Responsibility Committee upon his
resignation as Whole-time Director & CFO with effect from 13th June,
2025. Mr. Yogesh Kumar Sahu was inducted as a Member of the
Corporate Social Responsibility Committee with effect from

30th August, 2025.

Dunng the financial year under review, two (2) meetings of the
l 3SS Corporate Social Responsib*ty Committee were held on
wmr the following dates:

- 21" May. 2025 - 14?* November, 2025

The attendance of the Members at the Corporate Social Responsibility
Committee Meetings is given below.

Name of Member	Designation	Meetings Held*	Meetings Attended
Mrs. Binita Sahu	Chairperson	2	2
Mrs. Sasmita Mohanty	Member	2	2
Mr. Rajesh Agrawal	Member	1	1
Mr. Yogesh Kumar Sahu	Member	1	1

* Meetings Held represents the number of meetings that the respective
Member was entitled to attend during his/her tenure on the

Details of Significant and Material Orders Passed by the
Regulators or Courts or Tribunals

There were no significant and material orders passed by any regulatory authority, court or tribunal
against the Company that could affect the going concern status of the Company and its operations in
future.

Managerial Remuneration

Disclosures of the ratio of the remuneration of each director to the median employees remuneration
and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended from time to time, are enclosed as Annexure IV.

Cost Audit

The provisions relating to maintenance of cost records and cost audit under Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended
from time to time, are not applicable to the Company.

Explanations / Comments on Qualification, Reservation or Adverse Remark or
Disclaimer made by the Secretarial Auditor in the Secretarial Audit Report

-

The Secretarial Auditor has not made any qualifications, reservations, adverse remarks or disclaimers
in the Secretarial Audit Report for the financial year ended 31^s March 2026. Accordingly, no further
explanation or comments are required in this regard.

Compliance with the Maternity Benefit Act, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act. 1961,
including the amendments and rules framed thereunder. The Company is committed to ensuring a
safe, inclusive and supportive workplace for women employees. All eligible women employees are
provided maternity benefits as prescribed under the applicable provisions of the Maternity Benefit
Act, 1961, including maternity leave, nursing breaks and protection from dismissal during maternity
leave.

Details of Application made or any Proceeding Pending under the Insolvency and
Bankruptcy Code, 2016 during the Year Along with Their Status as at the End of
the Financial Year

During the year under review and till the date of this Report, no application was made by or against
the Company and no proceedings were pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

Details of Difference Between the Amount of the Valuation Done at the Time of
One Time Settlement and the Valuation Done While Taking Loan from the Banks
or Financial Institutions Along with the Reasons Thereof

O -

The provisions relating to disclosure of difference between the amount of valuation done at the time
of one-time settlement and the valuation done while availing loans from banks or financial
institutions are not applicable to the Company, as the Company has not undertaken any one-time
settlement with any bank or financial institution during the financial year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under
Regulation 34(2Xe) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations. 2015, is enclosed as Annexure V hereto and forms
part of this Report.

CORPORATE GOVERNANCE

) *

The provisions relating to Corporate Governance specified under Regulations 17. 17A. 18, 19, 20, 21,
22. 24, 24A, 25, 26, 26A and 27 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, and the applicable provisions referred to in
Regulation 15(2Xb) thereof, are not applicable to the Company, being a listed entity which has
listed its specified securities on the SME Exchange.

> However. Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 is applicable to the Company, as applicable to SME listed entities.

y Accordingly, the Company has complied with the applicable provisions of Regulation 23
during the financial year under review.

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

The Company has always been committed to providing a safe, conducive and supportive work
environment to its employees. The Directors further state that, during the year under review. ^ a

no complaints were received under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. I

s CSR EXPENDITURE

During the year under review, the Company incurred H4.50 Lacs towards Corporate Social
f Responsibility (CSR) Activities in accordance with Section 135 of the Compares Act. 2013

and the applicable CSR Rties, 2014.

The CSR expenditure was ncurred towards activities approved by the Board of Directors and
monitored by the CSR Committee. The funds were uiS-zed for the intended CSR purposes,
with no ixupent amount remairwig in respect of the CSR prefects undertaken duong the
financial year 2025-26

The Annual Report on Corporate Social ResponubAty activities, as retired under Sections 134
and 13S of the Companies Act. 2013 read with the Companies (Corporate Social Responsibly
Pokey) Rules. 2014. is provided if Annexu re VI. which forms part of the Report.

CSR EXPENDITURE -	FY 2025-26
Activity	Amount Utilized
Contribution towards supporting education and overafl development of children	5,00.000
Contribution towards adoption and cate of animals in the zoological park	4,50,000
Support towards childrens education	5,00.000
TOTAL CSR EXPENDITURE	14,50,000

All amounts were sanctioned, disbursed and utilized
in fufl with Nil tr? spent amount

VIGIL MECHANISM / WHISTLE BLOWER POLO

The Company believes in conducting its affairs in a fair and transparent manner to foster
professionalism, honesty, integrity and ethical behaviour among its employees and stakeholders
The Company has adopted a Whistle Blower Policy as part of its Vigil Mechanism.

COMPLIANCE WITH SECRETARIAL STANDARDS

rj The Company has complied with the applicable Secretarial Standard-1 (SS-1) relating to I

Meetings of the Board of Directors and Secretarial Standard-2 CSS-2) relating to General
Meetings, issued by the Institute of Company Secretaries of India and approved by the
Central Government

?SS-1 and SS-2 are the applicable statutory Secretarial Standards ixtder Section 118(10).
and 1C SI confirms their approval and applicability

jO THE INSTITUTE OF
11) I Company Secretaries of India

MFMW NWH

m rwtleif o? raortitiONAt ?xCCUIHCI
1HM1W. 4m mkcl W PmiUmum

FOOD PROCESSING (IND

The companys equity shares are listed on EMERGE SME Platform of NSE. The company has paid the Annual Listing Fees
to NSE for the Financial Year 2026-27.

All compliances with respect to the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 have been
duly made by the company.

q ) POLICIES OF THE COMPANY
Your Company has posted the following documents on its website: Code of Conduct for Directors and Senior Management. Policy of making payments to Non-Executive Directors Whistle Blower Policy Policy for Determination of Materiality Board Evaluation Policy Insider Trading Policy Policy for Materiality of Related Party Transactions 4 CSR Policy Nomination and Remuneration Policy Investor Grievance and Redressal Policy	The Equity Shares of the Company are listed with National Stock Exchange of India with NSE Symbol: BABAFP
	In terms of Regulation 34(2X0 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, submission of a Business Responsibility and Sustainability Report (8RSR) is applicable to the top 1,000 listed entities (by market capitalization) as on March 31 of every financial year. As the Company is listed on the SME Platform of NSE and does not fall within the top 1,000 listed entities, the provisions relating to BRSR are not applicable to the Company.

The remuneration paid to the Directors of the Company during the financial year ended
March 31, 2026 is as follows:

f Name of Director	Designation / Status	Remuneration (Rs. in Lakhs)
Mr. Yogesh Kumar Sahu	Chairman, Managing Director and CFO	13.60
Mrs. Binita Sahu	Whole-time Director	7.83
Mr. Rajesh Agrawal Mr. Raj Kumar Lakhotia	Former CFO and Whole-time Director; resigned w.e.f. June 13, 2025 Former Independent Director; resigned w.e.f. March 14. 2026	8.00 2.40
Mr. Sanchit Jaiswal	Independent Director	2.80
Mrs. Sasmita Mohanty	Independent Director	1.20

The above remuneration represents the remuneration paid to the respective Directors during the financial year 2025-26.

Mr. Rajesh Agrawal resigned from the office of Whole-time Director and CFO with effect from June 13, 2025,

and Mr. Raj Kumar Lakhotia resigned from the office of Independent Director with effect from March 14, 2026.

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has appointed a Registrar and Share Transfer Agent (RTA) to efficiently handle all share-related services. The RTA is
responsible for maintaining records of the shareholders, processing share transfers, handling investor grievances, and facilitating various other
investor-related services such as dematerialization, issuance of duplicate share certificates, and transmission of shares.

The Company has appointed MAS Services Limited as its Registrar and Share Transfer Agent Shareholders arc advised to
contact MAS Services Limited for any assistance regarding share transfers, dematerialization, or other related queries.

The contact details of the RTA are provided below for the convenience of shareholders:

> COMPLIANCE OFFICER

In accordance with Reflation 6 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations. 2015, the Company has appointed
a qualified Company Secretary to act as the Compliance Officer. The
Compliance Officer is responsible for ensuring compliance with applicable
statutory and regulatory requirements, including monitoring investor
grievances, coordinating with regulatory authorities, and ensuring the
implementation of corporate governance practices.

\

Mrs. Sonal Agarwal, Company Secretary, is designated
as the Compliance Officer of the Company. She acts as
the nodal officer for investor communications and
regulatory compliance and oversees all secretarial
functions in accordance with the Companies Act, 2013
and SEBI regulations.

HUMAN RESOURCE

The Company considers its Human Resource
as the key to achieve its objective Keeping
this in view, your Company takes utmost
care to attract and retain quality employees.
Your Company appreciates the spirit of its
dedicated employees.

Attracting
Top Talent

Nurturing

Potential

Building a Culture
of Excellence

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation and gratitude to all stakeholders
of the Company, including shareholders, customers, suppliers, bankers, business associates, and
regulatory authorities for their continued support and trust.

The Board also extends its heartfelt thanks to the employees at all levels for their commitment,
dedication, and hard work, which has been instrumental in driving the Company forward
despite challenges.

We acknowledge the guidance and cooperation received from the Government of India, various
State Governments, the Ministry of Corporate Affairs. Securities and Exchange Board of India
(SEBI). Stock Exchanges, and other regulatory authorities.

The Board looks forward to continued support from all stakeholders as the Company moves
ahead with its growth plans.