Bikaji Foods International Ltd Directors Report

Dear Members,

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

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

1. FINANCIAL PERFORMANCE:

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

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

2. RESULT OF OPERATIONS AND STATE OF COMPANYS AFFAIRS:

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

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

Strategic Expansion and Diversification:

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

Below are the key expansion initiatives undertaken:

Expansion into the Bakery Category: As part of our ongoing efforts of diversifying, enhancing product portfolio and to meet the growing consumer demand for bakery products, the Company has ventured into the Bakery Category with the establishment of a state-of-the-art production facility at Tumkur, Karnataka.

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

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

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

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

STANDLONE FINANCIAL STATEMENT:

The financial year 2024-25 has been marked by robust growth and continued resilience for the Company, we are pleased to report that the Standalone revenue from operations for the period under review noted at H

2,53,686.26 Lakh, reflecting a significant growth of 10.55% over the previous financial years Standalone revenue from operations of H 2,29,470.96 Lakh. The Profit after Tax ("PAT") of the Company for the current financial year stood at H 21,242.39 Lakh, as compared to H 26,972.76 Lakh in the previous financial year. This creditable growth in the Companys Standalone Revenue from Operations is the result of a series of well-executed key strategic initiatives, including targeted geographical expansions, cost optimization measures in sales and distribution, which enabled the Company to not only drive top-line growth, but also enhance operational efficiency, leading to substantial value creation for our shareholders. The PAT is marginally lower, primarily due to a temporary increase in commodity prices during the year, which affected input costs.

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

CONSOLIDATED FINANCIAL STATEMENT:

The Consolidated Financial Statements of the Company and its subsidiaries have been precisely prepared in compliance with the applicable specified Accounting Standards under Section 133 of the Companies Act, 2013 ("Act") and are encompassed in this Annual Report. For the financial year 2024-25, the Consolidated revenue from operations reached at H 2,62,185.42 Lakh, marking a 12.56% increase over the previous financial years Consolidated revenue from operations of H 2,32,933.66

Lakh. The Profit after tax (PAT) reached at H 19,434.46 Lakh, as compared to H 26,346.26 Lakh in the previous financial year. This continued growth in revenue from operations is a testament to the strategic initiatives executed across various markets, including geographical diversification and exploration of new business avenues. The favorable economic environment has further facilitated our continued expansion and market penetration, underscoring our persistent progress and adaptability.

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

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

MATERIAL EVENTS DURING THE YEAR:

A. PRODUCTION LINKED INCENTIVE SCHEME

Your Company received the approval under the ‘Production Linked Incentive ("PLI") Scheme – Category-I, Segment-Ready to Cook/ Ready to Eat as introduced by the Ministry of Food Processing Industries ("MOFPI") in the financial year 2021-22.

During the financial year 2024-25, the Company has successfully fulfilled the conditions. As a result, the Company has recognized a PLI incentive of H 5,984.18

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

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

B. AMALGAMATION OF VINDHYAWASINI SALES PRIVATE LIMITED

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

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

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

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

C. ADDITIONAL INVESTMENT IN BIKAJI FOODS INTERNATIONAL USA CORP

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

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

D. ACQUISITION OF ARIBA FOODS PRIVATE LIMITED

In line with our strategic vision for growth and diversification, we are pleased to inform about a strategic acquisition that will significantly enhance our market presence, brand equity, and business portfolio. In pursuit of expanding our footprint in the growing Frozen Food vertical, the Company has made a strategic investment of H 6,049.38

Lakh (Rupees Six Thousand and Forty-Nine Lakh and Thirty-Eight Thousand Only ) and acquired an equity stake of 55% of Ariba Foods Private Limited ("AFPL"), which will now operate as a subsidiary of the Company. On September 04, 2024, the Company acquired 55% equity stake in AFPL, comprising of 2,60,41,243 (Two Crore Sixty Lakh Forty-One Thousand Two Hundred and Forty-Three) Equity Shares, each having a face value of H 10 (Rupees Ten Only). With this acquisition, AFPL has now become a subsidiary of the Company, positioning us for accelerated growth within the burgeoning frozen food and snacks sector.

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

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

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

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

On September 20, 2024, the Company incorporated Bikaji Foods Retail Limited ("BFRL") as a wholly-owned subsidiary. The initial capital infusion made by the Company in BFRL on September 20, 2024, amounted to the subscription of 10,000 (Ten Thousand) Equity Shares, each with a face value of H

10 (Rupees Ten Only), bringing the total investment to H 1,00,000 (Rupees One Lakh Only). As part of our ongoing commitment to this subsidiarys growth, the Company further subscribed to 25,20,000 (Twenty-Five Lakh and Twenty Thousand) Equity Shares, having face value of H 10 (Rupees Ten Only) each, at an amount of

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

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

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

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

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

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

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

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

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

G. INCORPORATION OF BIKAJI BAKES PRIVATE LIMITED

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

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

(Rupees One Lakh Only).

BBPL will operate within the Fast-Moving Consumer Goods (FMCG) Industry, focusing, specifically on the bakery industry. The entity presents a significant opportunity for diversification, enabling the Company to explore and engage in new business avenues. In particular, BBPL will be engaged in the manufacturing, distribution and retailing of premium frozen bakery products such as bread, cakes, gluten-free items, croissants, viennoiserie, and other bakery delicacies and operation of outlets for a wide range of premium bakery products.

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

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

3. TRANSFER TO RESERVES:

During the financial year 2024-25, the Company has not transferred any amount to any reserve and the Board of Directors, after due consideration, have decided to retain the entire profit of H 21,242.39 Lakh (Rupees Twenty-One Thousand

Two Hundred Forty-Two Lakh and Thirty-Nine Thousand Only) in the Statement of Profit and Loss for the year.

4. DIVIDEND:

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

In alignment with this Policy and as a part of our ongoing commitment to create long-term value for our esteemed shareholders, we are pleased to inform that the Board of Directors, at their meeting held on May 15, 2025, has recommended a Final Dividend for the financial year 2024-25 and the proposed Dividend is H 1.00 (Rupee One Only) per equity share representing 100% of Face Value of H 1.00 (Rupee One

Only) per equity share, aggregating to a total of H 25,05,92,710 (Rupees Twenty Five Crore Five Lakh Ninety Two Thousand Seven Hundred and Ten Only). This recommendation is subject to the approval of the Members at the ensuing 30^th Annual General Meeting ("AGM") of the Company and additionally, the Dividend, if approved, shall be subject to The Tax Deduction at Source (TDS), as applicable.

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

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

5. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

APPOINTMENT OF DIRECTORS:

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

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

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

As on March 31, 2025, our Board comprises of 9 (Nine) Directors, which includes 3 (Three) Executive Directors (1 (One) of whom is a Woman Director), 1 (One) Non-Executive and Non-Independent Director and 5 (Five) Non-Executive and Independent Directors (which includes 1 (One) Independent Woman Director). The Boards composition is a reflection of a broad spectrum of expertise, drawing from diverse regional and industry experience, regions and disciplines, cultural and geographical backgrounds, age, ethnicity, race and gender. It also encompasses a variety of skills and knowledge, including, not limited to, financial expertise and management, diversity, global business strategy, leadership, intellectual property rights, mergers and acquisitions, corporate governance, sales and marketing, environmental, social and governance (ESG) factors, leadership, risk management and other specialized domain knowledge.

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

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

RE-APPOINTMENT OF DIRECTORS:

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

DIRECTOR, RETIRING BY ROTATION:

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

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

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

CESSATION:

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

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

KEY MANAGERIAL PERSONNEL:

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

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

NUMBER OF MEETINGS OF THE BOARD:

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

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

COMMITTEES OF THE BOARD:

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

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

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

INDEPENDENT DIRECTORS MEETING:

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

The Independent Directors met inter-alia, to:

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

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

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

6. DECLARATION FROM INDEPENDENT DIRECTORS:

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

Each Independent Director has confirmed that:

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

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

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

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

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

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

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

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

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

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

9. SHARE CAPITAL:

AUTHORIZED SHARE CAPITAL:

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

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

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

One Only) each to H 25,05,92,710 (Rupees Twenty-Five Crore Five Lakh Ninety-Two Thousand Seven Hundred and Ten Only) comprising of 25,05,92,710 (Twenty-Five

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

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

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

It is pertinent to note that, during the period under review, the Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares. The Company has only one class of equity shares with face value of H 1.00

(Rupee One Only) each, ranking pari passu, ensuring a fair and equitable treatment for all its shareholders.

10. PARTICULARS OF EMPLOYEE STOCK OPTION SCHEME:

The Company is steadfast in its commitment to nurturing a culture of ownership and recognizing the contributions of its employees, by rewarding the employees, while aligning individual performance with organizational objectives. In alignment with our goal of fostering engagement, accountability and a shared sense of purpose, the Company has 2 (Two) distinctive Schemes: Bikaji Employees Stock Option Scheme 2021 – Scheme I ("Scheme-I") and Bikaji Employees Stock Option Scheme 2021 – Scheme II ("Scheme-II") (collectively referred as "ESOP Schemes"). The ESOP Schemes are in adherence with the requirements stated in the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations"). No changes have been made to the ESOP Schemes, following the approvals obtained from the Board of Directors and the Members of the Company on January 25, 2023, and March 02, 2023, respectively, subsequent to the listing of the Company on the stock exchanges.

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

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

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

	SCHEME-I		SCHEME-II
PARTICULARS	JANUARY 07, 2022	DECEMBER 13, 2023	JANUARY 07, 2022
1. Total Option available for Grant	45,00,000	5,00,000
2. Options granted	8,45,500	6,18,000	2,05,050
3. Options lapsed	68,215	65,650	49,550
4. Options exercised	7,74,900	2,08,130	99,800
5. Options outstanding	2,385	3,44,220	55,700

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

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

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

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

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

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

12. GOVERNANCE, COMPLIANCE AND BUSINESS INTEGRITY:

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

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

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

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

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

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

13. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

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

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

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

14. CODE OF CONDUCT:

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

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

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

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

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

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

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

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

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

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

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

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

A. Subsidiaries: i. Petunt Food Processors Private Limited

ii. Vindhyawasini Sales Private Limited (WOS) iii. Bikaji Foods International USA Corp (WOS) iv. Bikaji Mega Food Park Private Limited v. Ariba Foods Private Limited vi. Bikaji Foods Retail Limited (WOS) vii. Bikaji Bakes Private Limited (WOS)

B. Associate i. Bhujialalji Private Limited

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

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

SUBSIDIARY COMPANIES:

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

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

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

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

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

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

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

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

Bikaji Foods Retail Limited (BFRL): During the financial year 2024-25, your Company has incorporated a new wholly-owned subsidiary, in the name of Bikaji Foods Retail Limited, with the Company holding 100% equity stake. This venture marks a significant expansion by way of engaging in the business of own, manage, administer, establish, develop, lease, license, franchise, operate, maintain and carry on the business of caf?, restaurant, tavern, food catering services, snacks catering services, ice cream catering services, quick service restaurants (QSRs), food chain, travel catering, kiosk, mobile food station, canteens, opening outlets, etc., and investment thereto. With our aim to better expansion of business, and not only diversify our offerings, but, also, to position the Company favorably in this competitive market and pursue the new business ventures. For more information, please refer to the section titled as "Results of Operations and State of the Companys Affairs".

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

ASSOCIATE COMPANY:

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

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

Additionally, as per the necessities of the Section 129( 3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a detailed statement in AOC-1, containing salient features of the financial statements of the Subsidiaries/ Associate is annexed herewith as "Annexure II" to this Report. The detailed specifics of the operations, financial performance, and other key metrics of the subsidiaries and associate are provided as part of the consolidated financial statement and therefore, have not been repeated here for the sake of brevity, ensuring full transparency and alignment with regulatory requirements

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

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

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

18. DEPOSITS:

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

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

20. ANNUAL RETURN:

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

21. NOMINATION AND REMUNERATION POLICY:

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

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

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

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

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

22. CORPORATE GOVERNANCE REPORT:

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

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

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

23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

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

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

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

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

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

The Companys approach to the performance evaluation of the Board, its Committees and individual Directors, including Independent Directors is both comprehensive and rigorous and the detailed evaluation process, which is systematically delineated in the Corporate Governance Report, forming integral part of this Annual Report, and the detailed evaluation process reiterates the Companys commitment to maintaining and confirming the highest standards of effective governance, answerability and transparency.

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

25. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit and loss of the Company for the financial year ended on March 31, 2025;

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

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

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

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

26. STATUTORY AUDITORS AND THEIR REPORT:

The Company remains steadfast in its commitment to upholding the highest standards of financial integrity, transparency and governance, ensuring that our stakeholders are provided with an accurate and reliable view of our financial health. In line with this commitment and following the recommendation made by Audit Committee and the Board of Directors of the Company, M/s M S K A & Associates, Chartered Accountants (Firm Registration No.: 105047W) and M/s Ashok Shiv Gupta & Co., Chartered Accountants (Firm Registration No.: 017049N) were appointed as the Joint Statutory Auditors of the Company by the Members, at the 29^th AGM of the Company held on September 25, 2024, to hold the office for a term of 5 (Five) consecutive years, commenced from the financial year 2024-25 upto the financial year 2028-29, i.e. till the conclusion of the 34^th AGM to be held in year 2029, at such remuneration, as fixed by the Board of Directors and Shareholders of the Company.

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

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

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

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

27. SECRETARIAL AUDITOR AND THEIR REPORT:

EXISTING SECRETARIAL AUDITOR

In compliance with the statutory requirements stipulated under Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board of Directors appointed M/s S.K. Joshi & Associates, Company Secretaries in Practice (Firm Registration No.: P2008RJ064900), as the Secretarial Auditor of the Company for the financial year 2024-25.

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

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

JOINT SECRETARIAL AUDITORS

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

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

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

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

28. INTERNAL AUDITOR:

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

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

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

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

29. CORPORATE SOCIAL RESPONSIBILITY:

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

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

In the spirit of transparency and to ensure accessibility for all the stakeholders and interested parties, the complete CSR Policy is readily available for review on the Companys website at https://www.bikaji.com/governance#policies. Our CSR initiatives are a testament to our deep-rooted commitment to social welfare, reflecting our wish to create sustainable, positive impact on the society and communities we serve.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

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

The Company has formulated a comprehensive Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions ("Policy"), to ensure the fair treatment of all stakeholders and also, outline the procedures to prevent and mitigate any potential conflicts of interest between the Company and its stakeholders. For review, a copy of the Policy is available on the Companys website at https:// www.bikaji.com/governance#policies.

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

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

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

Bikaji remains firmly committed to a zero-tolerance policy towards all forms of discrimination, harassment, and any form of misconduct, including sexual harassment and is dedicated to fostering a healthy and inclusive environment within its workplace. Upholding the dignity and rights of all employees is of paramount importance, and continue to promote a safe, respectful and inclusive work environment, which is exemplified by our adherence to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). In alignment with the requirements specified under the POSH Act, the Company has implemented a comprehensive and robust Anti-Sexual Harassment Policy for the prevention of Sexual Harassment of Women at Workplace, underpinning the Companys commitment towards providing and maintaining a positive and safe work environment and a workplace, where all employees can thrive, without fear of discrimination or harassment. The complete Anti-Sexual Harassment policy is available on the Companys website and can be accessed at https://www.bikaji.com/governance#policies.

In compliance with the Section 4 of the POSH Act, Bikaji has an Internal Complaints Committee (ICC), tasked to address and resolve any complaints related to sexual harassment at the workplace.

The following is a summary of the complaints received and resolved by the Company during the financial year 2024-25:

PARTICULARS	STATUS
1 No. of Complaints pending at the beginning of the year i.e., April 01, 2024	Nil
2 No. of Complaints received during the year	Nil
3 No. of Complaints disposed-off during the year	Nil
4 No. of Complaints remaining unresolved at the end of the year i.e., March 31, 2025	Nil
5 No. of workshops or awareness programs against sexual harassment carried out	The Company conducted 3 (Three) awareness programs for its employees.
6 Nature of action taken by the employer and District Officer	Not applicable

By prioritizing the prevention, prohibition, and redressal of sexual harassment at workplace, Bikaji reaffirms its unwavering commitment to upholding and safeguarding the rights, dignity and well-being of every individual within our workforce and continue to take proactive steps to ensure that the Companys work environment remains conducive to the professional growth and personal safety of all employees.

34. QUALITY PROCESSES:

At Bikaji, our unwavering commitment to excellence is at the core of our operations and remain resolutely committed to elevating the quality of our products, ensuring the consistent delivery of superior, safe and compliant offerings to our valued consumers. Our dedication to quality is exemplified by the accreditation of our manufacturing facilities, which have been certified by independent, reputable third-party organizations, in alignment with the ISO 22000:2018 standard. This certification serves as a testament to the Companys unwavering commitment to maintaining the rigorous food safety and quality standards across all facets of our operations.

In our ongoing quest for excellence, Bikaji has developed and systematically implemented sustainable systems and robust processes that safeguard the integrity of food safety and hygiene at every level. Our highly skilled specialized Quality Assurance (QA) team intensified its focus on quality assurance of products across geographies and ensured process excellence, harmonisation, and the implementation of customized quality guidelines. The team actively drives continuous improvements by conducting comprehensive, rigorous evaluations, at every stage – from incoming raw materials to in-process controls and final product assessments. In addition, the seamless integration of an advanced quality module within our Enterprise Resource Planning (ERP) system enhances greater transparency in quality checks, fosters accountability, and facilitates the swift dissemination of results to all stakeholders.

Signifying our unyielding commitment to quality and food safety, we conduct both internal and external audits of our manufacturing facilities and management systems, at regular intervals. These audits are carried out in strict compliance with internationally recognized frameworks and standards such as the Food Safety Management System (FSMS), Brand Reputation Compliance Global Standards (BRCGS), and Quality Management System (QMS). This rigorous approach ensures our alignment with global standards and compliance with all the pertinent regulations governing the production, storage, distribution and labeling of food products. Besides, Bikaji complies with the requirements of the Food Safety and

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

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

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

35. SUSTAINABILITY:

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

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

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

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

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

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

36. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

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

As of March 31, 2025, our workforce embraces 2,589 (Two Thousand Five Hundred and Eighty-Nine) permanent employees, a diverse group drawn from a wide array of social, economic and geographic backgrounds. This diversity is not only a reflection of our inclusive approach, but, also, a vital source of strength, enabling us to tackle challenges we face, with unique and fresh perspectives and innovative solutions. In recognition of the immense value of this diversity, we continue to invest in programs designed for skill enhancement, leadership expansion, and a meritocratic environment, to promote excellence in every facet of our operations and all aimed at optimizing employee potential, increasing productivity, and fostering a culture of continuous improvement.

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

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

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

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

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

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

37. CREDIT RATING:

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

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

38. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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

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

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

Our internal financial control system spans a broad spectrum, encompassing entity-level governance, process-level safeguards and IT controls. These multi-layered mechanisms ensure the accuracy, reliability, and completeness of financial records. In addition, these controls play a crucial role in preventing fraud, minimizing errors, and ensuring the timeliness and accuracy of financial reporting. We undertake regular and rigorous evaluations of the effectiveness of these controls throughout the year, and the results consistently affirm their effectiveness in managing both financial and operational risks.

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

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

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

40. ENVIRONMENT, HEALTH AND SAFETY (EHS):

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

As environmental concerns continue to take center stage in the global discussion, we are acutely aware of the impact of plastic waste. In light of this and as a part of our ongoing commitment to environmental responsibility, your Company has proactively taken significant steps to mitigate its environmental footprint. One of our key strategic initiatives is to fully comply with the Plastic Waste Management Rules, 2016, which guide the responsible disposal and recycling of plastic waste. Our efforts are underpinned by a partnership with a technology-driven company, for the Extended Producer Responsibility (EPR) solutions. Through this collaboration, we are linking the digital technologies to streamline and ensure the fulfillment of our EPR obligations, effectively managing the end-of-life cycle of our products in a manner that aligns with both regulatory standards and global sustainability targets and minimize environmental impact, contributing to a circular economy.

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

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

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

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

41. AWARDS AND ACCOLADES:

Your company has garnered significant recognition during the year, for its exceptional performance and commitment to excellence across various domains. Honored with four prestigious Rajasthan Business Awards presented by The Economic Times, which acknowledged our efforts in diverse categories including ‘Best Green Innovation, ‘Beyond the Boundaries Award, ‘Best FMCG Food and Grocery Retailer and ‘HR Excellence Award. These accolades reflect our dedication not only to sustainability and innovation but also to operational excellence and nurturing a strong organizational culture. In addition, we received the highly coveted ‘Food Safety and Quality Company of the Year award at the India Food Summit

& Awards 2024, a testament to our unwavering commitment to food safety standards and superior product quality. Further amplifying our industry impact, we were also recognized as a ‘Champion of Pitch Top 50 Brands 2024 by Laqshya Media Group, underscoring our brands influence, growth, and consumer trust in a highly competitive market.

42. APPOINTMENT OF NEW REGISTRAR AND SHARE TRANSFER AGENT:

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

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

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

43. RISK MANAGEMENT:

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

A key element of our risk management strategy is the Risk Management Committee ("RMC"), operating under the direct oversight of the Board and the RMC is entrusted with the critical responsibility of formulating, executing, implementing and continuously monitoring the Companys risk management plan and strategies. The RMC is charged with ensuring that effective risk management practices are embedded across the organization and also, ensures that risks are effectively identified and mitigated, while, also, overseeing the execution of appropriate corrective actions, as needed and ensuring continued alignment of risk management activities with the Companys overall business goals. In addition, the Audit Committee provides an additional layer of oversight, focusing specifically on financial risks and internal control systems, thereby enhancing the robustness of our risk management system.

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

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

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

44. STAKEHOLDERS ENGAGEMENT:

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

We ensure that every interaction is built on a foundation of integrity, transparency, and respect. Through this, we shape our interactions with key stakeholders—ranging from partners, suppliers, customers, and employees to shareholders, governmental bodies, non-governmental organizations (NGOs), and industry associations. The guiding frameworks establish clear standards for ethical behavior across the Company, setting the tone for how we engage with various stakeholders. By adhering these, we foster trust, strengthen relationships and create value that contribute to both business performance and societal impact.

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

45. LISTING OF SHARES:

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

46. OTHER DISCLOSURES:

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

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

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

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

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

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

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

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

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

47. ACKNOWLEDGEMENT:

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

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

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

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

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

ON BEHALF OF THE BOARD OF DIRECTORS
FOR BIKAJI FOODS INTERNATIONAL LIMITED
	SHIV RATAN AGARWAL
PLACE: GURUGRAM	CHAIRMAN
DATE: MAY 15, 2025	DIN: 00192929