bikaji foods international ltd share price Directors report

Dear Shareholders,

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 COMPANYS 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 Companys 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 Rs1,94,438.79 Lakhs which is 21.62% higher than the previous year Standalone Revenue from Operations of Rs 1,59,870.24 Lakhs. The Company has reported total income of RS.1,95,923.70 Lakhs for the current financial year as compared to Rs 1,60,863.90 Lakhs in the previous financial year. The Net Profit for the year under review amounted to Rs 12,766.94 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 RS.1,96,607.22 Lakhs which is 22.04% higher than previous year Consolidated Revenue from Operations of RS.1,61,096.14 Lakhs. The Company has reported total income of RS.1,98,078.18 Lakhs for the current year as compared to RS.1,62,145.10 Lakhs in the previous year. The profit after tax attributed for the FY 2022-23 was RS.12,660.37 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 Companys 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 RS.300/- 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 Companys 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 RS.21,596.90 Lakhs, the contract manufacturer has committed to spend RS.12,998.80 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 RS.1,297.00 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 RS.45,170.80 Lakhs under the PLI Scheme. The maximum incentive to be received by our Company under the Scheme will be RS.26,138.90 Lakhs.

On March 25, 2023 the company received the disbursement under the scheme amounting to RS.1,984.00 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 groups 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 Rs.12,766.94 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 T0.75 per equity share of face value of Rs.1 each in their meeting held on May 23, 2023 for a total amount of Rs.18,71,32,410 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 companys dividend distribution policy and there were no changes in the parameters of dividend distribution policy of the Company.

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

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, Bikajis 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), Non- Executive 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 Non- Executive 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), Whole- Time 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. Pursuantto 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 re- election 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 Non- Independent Director resigned w.e.f. January 25, 2023.

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

The profile of Directors is available on the website of the Company at https://www.bikaii.eom/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 RS.30,00,00,000/- (Rupees Thirty Crores Only) divided into 30,00,00,000 (Thirty Crores) Equity Shares of RS.1/- each and Issued, Subscribed and Paid-up capital is RS.24,95,09,880 /- (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 RS.1/- 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 RS.1/- 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 Companys 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 Companys 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 madeavailableon the websiteof theCompany at https://www.bikaii.eom/qovernance#polides.

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 Companys website https://www.bikaii.eom/qovernance#policies.

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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 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 Rs.10 each of VSPL by way of the share purchase agreement dated April 1, 2022 as a part of business strategy to expand your Companys 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 manufacturers 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 Rs.10 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 Companys 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 Companys 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 Bikaji, 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 Companys 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 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 forthe 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 calendaryear 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 Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors in their report for the financial year 2022-23 have given unmodified opinion.

28. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuanttothe provisions ofSection 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 forthe 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 forthe 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 Non- Independent 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:

In 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.eom/qovernance#polides

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 arms length basis as part of its philosophy of adhering to highest ethical standards, transparency and accountability.

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 arms 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 website of the Company at https://www.bikaii.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 complaintpertainingtosexual 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, Linkedln 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 Companys 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	[ICRAjAA- (Stable)
Shortterm 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)
Shortterm 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 Companys assets; the prevention and detection of frauds and errors; the accuracy and completeness of the accounting records; and the timely preparation of reliable financial information.

Your Companys internal control systems are supplemented by an extensive program of internal audit by an independent firm of Chartered Accountants. Internal audits are conducted at regular intervals and a summary of the observations and recommendations of such audit along with management reply are placed before the Audit Committee of the Board.

Your Companys system and process relating to internal controls and procedures for financial reporting provide a reasonable assurance to the Statutory Auditors regarding the reliability of financial reporting and the preparation of financial 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 Companys 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 Companys 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 organisations 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 Companys 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.

For and on behalf of the Board of Directors For BIKAJI FOODS INTERNATIONAL LIMITED

	SHIV RATAN AGARWAL
PLACE:NEW DELHI	CHAIRMAN
DATE: MAY 23, 2023	DIN: 00192929