Mrs Bectors Food Specialities Ltd Directors Report

Dear Members

Your Directors are pleased to present the 30th Annual Report on the affairs of the Company together with the audited statement of accounts for the year ended on 31st March, 2025.

FINANCIAL PERFORMANCE

(Amount in million)

				(Amount in million)
Particulars	Standalone		Consolidated
	For the year ended 31 March 2025	For the year ended 31 March 2024	For the year ended 31 March 2025	For the year ended 31 March 2024
Revenue from Operations (Net)	17,419.05	15,117.48	18,738.78	16,239.45
Other Income	241.57	174.61	289.78	190.09
Total Income	17,660.62	15,292.09	19,028.56	16,429.54
Less: Expenses	15,202.98	12,941.41	16,224.25	13,815.06
Less: Finance Cost	127.86	118.38	128.77	118.39
Less: Depreciation and Amortisation	712.39	579.51	758.72	613.96
Share of net profit of associate	-	-	0.92	0.69
Profit before Taxation	1,617.39	1,652.79	1,917.74	1,882.82
Less: Tax Expense	407.10	419.59	485.41	479.21
Profit for the year	1,210.29	1,233.20	1432.33	1403.61
Add: Other Comprehensive Income / (loss) for the year	(1.88)	(2.30)	(1.39)	(2.59)
Total Comprehensive Income for the year	1,208.41	1,230.90	1430.94	1401.02
Earnings per Share
Basic ()	20.10	20.97	23.79	23.87
Diluted ()	20.10	20.96	23.78	23.85

PERFORMANCE REVIEW

On standalone basis, the Company reported revenue from operations of 17,419.05 million for the financial year 2024-25, as compared to 15,117.48 million in the previous financial year 2023-24, registering a growth of 15.22%. Profit before finance cost, depreciation and amortisation, other income and taxation stood at 2,216.07 million, as compared to 2,176.07 million in the previous year. Net profit for the year under review amounted to 1210.29 million, as compared to 1233.20 million in the previous year showing a minor decrease of 1.86% over the previous year.

On consolidated basis, the Company reported revenue from operations of 18,738.78 million for the financial year 2024-25 as compared to 16,239.45 million in the previous financial year 2023-24, registering a growth of 15.39%. Profit before finance cost, depreciation and amortisation, other income and taxation stood at 2,514.53 million, as compared to 2,424.39 million in the previous year. Net profit for the year under review amounted to 1,432.33 million, as compared to 1403.61 million in the previous year, registering a substantive increase of 2.05% over the previous year.

CREDIT RATING

The Company was accorded credit rating by two rating agencies namely CRISIL and ICRA. CRISIL vide its rating letter dated 07th August, 2024 has given the rating AA-/ Positive (pronounced “Double A minus Positive”) for Long-term borrowings and CRISIL A1+ (pronounced “CRISIL A one plus”) for short-term borrowings. ICRA vide its rating letter dated 30th September, 2024 has revised (upgraded) the Long-term rating of the Company from to AA-/ Positive to AA/ Stable (pronounced “Double A Stable”) for long-term borrowings and reaffirmed the short-term rating as ICRA A1+ (pronounced “ICRA A one . plus”) for short- term borrowings.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to reserves.

DIVIDEND

The Directors in their meeting held on 05.02.2025 have declared an interim dividend of 3.00 per equity share of face value of 10/- each (i.e. 30%).

Further your Directors are pleased to further recommend a final dividend of 3.00 per equity share of face value of 10/- each (i.e. 30%) for the financial year ended March 31, 2025 in the Board Meeting held on May 29, 2025. The dividend, subject to the approval of members at the Annual General Meeting, which is scheduled to be held on Friday, September 19, 2025, will be paid within the time period stipulated under the Companies Act, 2013 (subject to deduction of tax at source as may be applicable). The Dividend recommended is in accordance with the Companys Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Companys website at https://www.bectorfoods.com/ panel/uploads/investor/09302021075016MBFSL-DividendDistributionPolicy.pdf

MATERIAL CHANGES

(a) Material changes between the date of the Board report and end of financial year

New production facility of Biscuits at Distt. Dhar, Madhya Pradesh has started its Commercial Production with an installed Capacity of 21000 Metric Tons per annum in the month of May, 2025

(b) Material events during the year under review

1. The Company raised an amount of 4,000 millions via QIP (Qualified Institutional Placement).

2. Bakebest Foods Private Limited has been identified as the material subsidiary of Mrs. Bectors Food Specialities Limited as its net worth exceeds 10% of the consolidated net worth of the company.

(c) Significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and companys operations in future.

Joint Commissioner, Central Goods & Services Tax, Gautam Buddha Nagar has confirmed a GST of 65.11 Mn (Rupees Sixty Five Million One Hundred Ten Thousand only) under Section 74 of the CGST Act, 2017 and UPGST Act, 2017 read with Section 20 of the IGST Act, 2017 in respect of a case pertaining to July 2017 to March 2023 and has imposed equivalent penalty of 65.11 Mn (Rupees Sixty Five Million One Hundred Ten Thousand only) in relation to interpretational issues viz. rate of GST leviable on supply of Kulcha and Chocofill Bun vide order dated February 3, 2025. The company has shown the same as a contingent liability in the balance sheet as the Company is hopeful for a favourable outcome. Furthermore, the Company has filed an appeal before the Commissioner of (Appeals), Central Goods And Service Tax and Central Excise Commissionerate, Gautam Buddha Nagar, on April 30, 2025.

Subsidiary Company/Associate Company

At the close of financial Company had: Subsidiary Companies: i. Bakebest Foods Private Limited ii. Mrs Bectors English Oven Limited iii. Mrs. Bectors Food International (FZE) Associate Company: Cremica Agro Foods Limited Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has attached along with the financial statements, a separate statement containing the salient features of the statements of its subsidiary companies in the manner prescribed under the Companies Act, 2013 and rules made thereunder in form AOC-1 (Annexure- C).

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the consolidated financial statements of the Company and its subsidiaries have been prepared in the same form and manner as mandated by Schedule III of the Companies Act, 2013 and shall be laid before the forthcoming Annual General Meeting (AGM) of the Company.

The consolidated financial statements of the Company have also been prepared in accordance with relevant accounting standards issued by the Ministry of Corporate Affairs forming part of this Annual Report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the Companys website at www. bectorfoods.com.

STATUTORY AUDITOR & AUDIT REPORT

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firms Registration No.: 001076N/N500013) were appointed by the shareholders for their first term at the 29th Annual General Meeting as Statutory Auditors of the Company to hold office for the period of five years from financial year 2024-25 to 2028-29, i.e. from the conclusion of the 29th Annual General Meeting till the conclusion of the 34th Annual General Meeting. The Auditors have given unmodified report as there are no qualifications, observations or adverse remarks made by the Auditors in their Report for the year ended March 31, 2025.

CHANGE IN THE NATURE OF BUSINESS

As required to be reported pursuant to Section 134(3) (q) read with Rule 8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2024-25.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following is the constitution of the Board of Directors and key managerial personnel as on date:

Sr. No. Name of the Director/ KMP	Designation
1. Mr. Ashish Agarwal	Chairman & Independent Director
2. Mr. Anoop Bector	Managing Director
3. Mr. Manu Talwar	Chief Executive Officer
4. Mr. Ishaan Bector	Whole-time Director
5. Mr. Suvir Bector	Whole-time Director
6. Mr. Parveen Kumar Goel*	Whole-time Director & CFO
7. Mr. Rajiv Dewan	Independent Director
8. Ms. Pooja Luthra	Independent Director
9. Mr. Dinesh Kumar Sindhwani**	Independent Director
10. Mr. Atul Sud	Compliance Officer and Company Secretary

10. Mr. Atul Sud Compliance Officer and Company Secretary

*Appointed Mr. Parveen Kumar Goel, Wholetime Director (DIN:00007297) as the acting Chief Financial Officer (CFO) of the company w.e.f. 29.05.2025 in place of Mr. Arnav Jain who tendered his resignation from the position of Chief Financial Officer (CFO) of the Company to explore the world of start-ups w.e.f. the close of business hours on 16.05.2025. **Mr. Alok Kumar Misra, resigned from the position of Non-Executive Independent Director of the Company w.e.f 27.08.2024 and in his place, members of the Company through their Postal ballot dated 25.11.2024 have approved the appointment of Mr. Dinesh Kumar Sindwani (DIN: 02317742) as a Non-Executive Independent Director of the Company for a period of five years w.e.f. 25.11.2024.

WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Pooja Luthra has been appointed as Independent Woman Director on the Board of the Company.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and in terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was convened on February 5, 2025 to review the matters as laid down in the aforesaid schedule and regulations.

DEPOSITS

(Amount in )

	(Amount in )
Particulars	Amount
Deposits accepted during the year (including renewed during the year)	Nil
Deposits remained unpaid or un claimed at the end of the year	Nil
Default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved	Nil
(i) at the beginning of the year
(ii) maximum during the year
	(Amount in )
Particulars	Amount
Deposits which are not in compliance with requirement of chapter V of the Companies Act, 2013	Nil

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure A.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The Company has also formulated a CSR Policy, which is available on Companys website at https://www.bectorfoods.com/panel/uploads/ investor/09042023044712MBFSLCSRpolicy.pdf During the year under review, in compliance with the provisions of Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility) Rules, 2014 and the various notifications/circulars issued by the Ministry of Corporate Affairs, the Company was supposed to spend 22.44 Mn during the Financial Year 2024-25 out of which it has contributed an amount of 4.71 Mn directly or indirectly through implementing agencies engaged in activities specified in Schedule VII of the Companies Act, 2013. The remaining CSR amount left unspent has been transferred to the CSR Unspent Account opened with ICICI Bank. The CSR Committee of the company, in alignment with its Corporate Social Responsibility (CSR) objectives and in collaboration with its subsidiary Bakebest Foods Pvt. Ltd has approved a long-term project of establishing a school under the aegis of Mrs. Bector Foundation. This initiative is part of the companys ongoing efforts to contribute to the community and promote education. The total CSR amount left unspent for the current FY will be utilised over a period of 3 Financial Years.

Project Overview:

• Total Investment: upto 75 million ( 7.5 crore)

• Funding Partners: Mrs. Bectors Food Specialities Ltd. and Bakebest Foods Pvt. Ltd.

• Implementation Period: Spanning over three financial years

• Project Components: o Acquisition of land o Construction of school infrastructure o Operational expenses for running the school

• Target Beneficiaries: Underprivileged students, particularly those from economically disadvantaged and undereducated backgrounds

Educational Objectives: To foster a love for learning and provide quality education to students from marginalized communities.

This project underscores the companys commitment to sustainable development goals (SDGs) and its dedication to making a positive impact on society through educational initiatives.

The salient features of the CSR policy along with the Report on CSR projects/ activities are given in Annexure-B to this Directors Report.

NUMBER OF MEETINGS OF THE BOARD

During the year 2024-25, the Board of Directors met 9 times on May 30, 2024, June 21, 2024, August 2, 2024, August 27, 2024, September 5, 2024, September 16, 2024, November 8, 2024, November 25, 2024 and February 5, 2025.

BOARD COMMITTEES

The Company has constituted the following committees in compliance with the Companies Act, 2013 and the Listing Regulations.

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee and

5. Risk Management Committee.

6. Fund Raise Committee (A special purpose committee constituted with the sole objective of overseeing the Qualified Institutional Placement (QIP), through which the Company successfully raised funds during the year) All these committees have been established as a part of the best corporate governance practices. There have been no instances where the Board has not accepted any recommendation of the aforesaid committees. The details in respect to the compositions, powers, roles, and terms of reference etc., are provided in the Corporate Governance Report forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that: (i) in the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed and there are no material departures from the same. (ii) they have 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 state of affairs of the Company as of 31st March, 2025 and of the profit of the Company for the year ended on that day. (iii) suff icientthey have taken proper careand 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 frauds and other irregularities.

(iv) the Annual Accounts for the year ended 31st March, 2025 have been prepared on a “going concern” basis. (v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively throughout the financial year ended 31 st March, 2025.

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively throughout the financial year ended 31st March, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors furnished a declaration that they meet the criteria of Independence as provided in sub section 6 of Section 149 of the Companies Act, 2013 at the Board meeting held on 29th May, 2025.

Companys policy on Directors Appointment and Remuneration, including Criteria for Determining Qualifications, Positive Attributes, Independence of Director and other Matters provided under sub-section (3) of Section 178.

The Board, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, senior management and their remuneration and to develop and recommend to the Board a set of Corporate Governance Guidelines. The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations is available on the Companys website at www.bectorfoods.com.

Broad terms of reference of the committee inter-alia include: a) To identify persons who are qualified to become Directors and who may be appointed as KMPs and in senior management position in accordance with the criteria laid down, recommend to the Board for their appointment and removal; b) To carry out evaluation of every Directors performance; c) To identify the criteria for determining qualifications, positive attributes and independence of a director; d) To finalise the remuneration for the Directors, key managerial personnel and senior management personnel; e) To assess the independence of Independent Directors; and f) Such other key issues/matters as may be referred by the Board or as may be necessary in view of the provision of the Companies Act, 2013 and Rules thereunder and the SEBI (LODR), whenever applicable. In this context, the committee will also review the framework and processes for motivating and rewarding performance at all levels of the organisation, will review the resulting compensation awards, and will make appropriate proposals for Board approval.

BOARD EVALUATION

The Nomination and Remuneration Committee of the Company had approved a Nomination and Remuneration policy containing the criteria for performance evaluation, which was approved and adopted by the Board of Directors. The key features of this policy have also been included in the report. The policy provides for evaluation of the Board and the individual Directors, including the Chairman of the Board and Independent Directors. Subsequent to the year under review, the evaluation for the period 2024-25 was completed as per the policy adopted in compliance with the applicable provisions of the Act. The Boards assessment was discussed with the full Board evaluating, amongst other things, the full and common understanding of the roles and responsibilities of the Board, contribution towards development of the strategy and ensuring robust and effective risk management, understanding of the operational programs being managed by the Company, receipt of regular inputs, receipt of reports by the Board on financial matters, budgets and operations services, timely receipt of information with supporting papers, regular monitoring and evaluation of progress towards strategic goals and operational performance, number of Board meetings, committee structures and functioning, etc.

The members concluded that the Board was operating in an effective and constructive manner.

DISCLOSURE OF REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

Information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure F and forms part of this report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 read with the rules made thereunder, the Annual Return of the Company has been disclosed on the website of the Company and web link thereto is https://www.bectorfoods.com/panel/uploads/ investor/07142025023041AnnualReturn2024-25.pdf

SECRETARIAL AUDIT REPORT

M/s. B.K. Gupta & Associates, Practicing Company Secretaries, Ludhiana, have been appointed to conduct Secretarial Audit of the Company and its material subsidiary, Bakebest Foods Private Limited, for the financial year 2024- 25 pursuant to section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014. A report submitted by them is attached herewith as Annexure E. There was no qualification, reservation or adverse remark in the Report of the Secretarial Auditor.

CORPORATE GOVERNANCE

The Company is committed to follow the best Corporate Governance practices, including the requirements under the SEBI Listing Regulations and the Board is responsible to ensure the same from time to time. The Company has duly complied with the Corporate Governance requirements. Further, a separate section on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V of the said regulations, along with a certificate from a Practicing Company Secretary confirming that the Company is and has been compliant with the conditions stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 forms part of the Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2024-25 were on an arms length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. None of the transactions with related parties fall under the scope of Section 188(1) of the Act. There are no material related party transactions made by the Company during the year under review. Given that the Company does not have anything to report pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC- 2, therefore the same is not provided.

All such transactions are placed before the Audit Committee for review/approval. The Audit Committee grants omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. All related party transactions are placed before the Audit Committee on a quarterly basis. As good governance practice, the same are also placed before the Board for seeking their approval. Disclosures, as required under Indian Accounting Standards (“IND AS”) 24, have been made in the Note No. 48 to the Consolidated Financial Statements. Further, in terms of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the transactions with person/ entity belonging to the promoter/promoter group holding 10% or more shareholding in the Company have been disclosed in the accompanying financial statements. The policy on related party transactions, as formulated by the Board is available on the Companys website at https://www.bectorfoods.com/ panel/uploads/investor/09302021075757MBFSL-PolicyonMaterialityofRPT.pdf

SHARE CAPITAL AND PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY TRUSTEES OR EMPLOYEES FOR THE BENEFIT OF EMPLOYEES

The paid-up share capital of the Company is 61,39,81,190 divided into 6,13,98,119 equity shares of 10 each. Bector Employees Welfare Trust created pursuant to the Employee Stock Option Scheme 2023 (“ESOS 2023”) which was approved by the shareholders in the AGM held on September 29, 2023. The said trust has purchased 50,700 shares from the secondary market till 31.03.2025.

UTILISATION OF ISSUE PROCEEDS

The Company raised an amount of 4000 Mn, by issuance of equity shares during the financial year 2024-2025. The company has appointed ICRA Limited, Monitoring Agency to monitor the use of Funds raised through QIP. The statement having the details of utilization of funds raised through QIP till 31.03.2025 is as given below:

The statement having the details of utilization of funds raised through QIP:

Particulars	Object of the issue as per Prospectus	Utilization up to 31st March 2025	Unutilized amount as on 31st March 2025
Repayment and/ or pre-payment, in full or in part, of certain outstanding borrowings availed by our Company	1550.00	1550.00	0.00
Investment in our Subsidiary, Bakebest Foods Private Limited for financing the project cost towards Khopoli Expansion Project	1300.00	555.06	744.94
Financing the project cost towards Madhya Pradesh Project	200.00	200.00	0.00
Issue Related Expenses	119.38	113.27	6.11
General corporate purposes and QIP Expenses	830.62	307.61	523.01
Total Net Proceeds	4000.00	2725.94	1274.06

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy with the objective to formalise the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Management Policy is a step taken by the Company towards strengthening the existing controls. The business of the Company solely depends upon agricultural produce, which is highly seasonal and this is a major element of risk which may threaten the existence of the Company.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule V of the Listing Regulations, is presented separately and forms part of this Annual Report.

AUDIT COMMITTEE AND VIGIL MECHANISM

As required under Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors have already constituted an Audit Committee, which, as of the close of the financial year under review, comprised of Mr. Rajiv Dewan, Independent Director as Chairman, Mr. Parveen Kumar Goel, Whole-time Director, Mr. Ashish Agarwal, Independent Director as Members.

During the financial year 2024 2025, Mr. Alok Kumar Misra, a member of the Committee, resigned on August 27, 2024, and served as a member until that date. The Committee was reconstituted on May 29, 2025. Mr. Dinesh Kumar Sindwani was appointed as a member of the Committee, replacing Mr. Parveen Kumar Goel, who has been redesignated as the Whole-time Director and Chief Financial Officer (CFO) of the Company. The committee held Eight meetings during the year under review. of The Board of Directors established a vigil mechanism to redress genuine concerns/grievances of employees and Directors of the Company. Mr. Seeraj Beri, Deputy General Manager- Accounts, has been designated as Whistle and Ethics Officer to hear the grievances of employees and Directors of the Company; however, offences of serious nature may be brought to the attention of the Chairman of the Audit Committee of the Company. The Audit Committee regularly reviews the working of the mechanism. No complaint was received during the year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report (“BRSR”) for the year under review, as stipulated under 34(2)(f) of the SEBI Listing Regulations to be submitted by top-1,000 listed entities based on their market capitalization as on March 31, 2025, is presented separately and forms part of this Annual Report.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

During the year under review, the Company enjoyed cordial relations with workers and employees at all levels of the organisation. A detailed section on Human Resources/ Industrial Relations is provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company, under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any equity shares with differential rights.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company, under the provision of Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity shares.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

Pursuant to the resolution of our Board of Directors dated September 4, 2023 and of our shareholders resolution dated September 29, 2023, our Company has instituted the Employee Stock Option Scheme 2023 (“ESOS 2023”) which became effective from September 29, 2023 and continues to be in force. In accordance with ESOS 2023, Company can grant from time to time, in one or more tranches, not exceeding 2,94,087 (Two Lakh Ninety Four Thousand Eighty Seven) employee stock options (“Options”) to or for the benefit of such person(s) working exclusively with the Company, and its group including the subsidiaries and holding companies, whether in or outside India, including any director, whether whole-time or not (excluding the employees/directors who are promoters and persons belonging to the promoter group, independent directors and directors holding directly or indirectly more than 10% (ten percent) of the outstanding equity shares of the Company) subject to their eligibility as may be determined under the Scheme, exercisable into not more than 2,94,087 (Two Lakh Ninety Four Thousand Eighty Seven) equity shares of face value of 10/- (Rupees Ten) each fully paid-up, to be sourced from secondary acquisition, in one or more tranches at such point(s) in time as decided, through an irrevocable employee welfare trust of the Company namely ‘Bector Employees Welfare Trust set-up by the Company The detailed Report on the ESOS 2023 is given the Annexure D.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT

The Company is complying with the provisions of Section 129 or 134 of Companies Act, 2013, so there was no voluntary revision done by the Company during financial year 2024-25.

Statement in respect of adequacy of Internal Financial Control with reference to the Financial Statements Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, and ICAI guidance note on adequacy of internal financial controls with reference to financial statements it is stated that there is adequate internal control system in the Company. The Company has an effective and reliable internal control system commensurate with the size of its operations. The internal control system provides for well- documented policies and procedures that are aligned with global standards and processes.

RECEIPT OF ANY COMMISSION/REMUNERATION BY MD / WTD OF COMPANY FROM ITS HOLDING OR SUBSIDIARY

The Company does not have any holding company. Further, no subsidiary company of the Company has paid any commission/ remuneration to the MD/ WTD of the Company for the financial year 2024-25.

STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

In line with the provisions of the Companies Act, 2013, the Board evaluation was carried out through a structured evaluation process by all the Directors based on the criteria such as composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behaviour, leadership qualities, level of engagement, independence of judgement, decision-making ability for safeguarding the interest of the Company, stakeholders and its shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and Non- Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and the results thereof.

REPORTING

There was no fraud reported to the Board during the year under review.

DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT

The Company is committed to maintaining a productive environment for all its employees at various levels in the organisation, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has also set up “Internal Complaint Committee” (‘the Committee) to redress complaints received regarding sexual harassment, which has formalised a free and fair enquiry process with clear timelines. During the year under review, the Company had not received any complaint of harassment.

DISCLOSURE REGARDING COMPLIANCE W.R.T THE MATERNITY BENEFITS ACT 1961

The Company hereby states that it was Compliant with Maternity Benefits Act, 1961 during the Financial Year 2024-25.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS (LGSI) UNDER SECTION 186

The Company has not given any loans, or provided any guarantees, or security as specified under Section 186 of the Companies Act, 2013.

The Company has made a total investment of 48,00,000 @ 10 per share in Solarstream Renewable Services Private Limited during FY22 and FY23 and has been allotted 4,80,000 shares in the said Company. After investment, the Company is holding 4.90% equity holding in the Company.

INTERNAL AUDITOR

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed M/s KPMG Assurance and Consulting Services LLP, Gurgaon, as Internal Auditors to conduct internal audit for the financial year 2024-25. The Company has an Internal Audit Department to test the adequacy and effectiveness of internal control systems laid down by the management and to suggest improvement in the systems. Internal Audit Reports are discussed with the management and are reviewed by the Audit Committee of the Board. KPMG Assurance and Consulting Services LLP, Gurgaon, conducted the internal audit for the financial year 2024-25 and presented an Internal Audit Report, and no reportable weakness in the system was observed.

INTERNAL FINANCIAL CONTROLS AUDIT

During the financial year 2024-25 under review, the Companys internal controls were tested by M/s Genikon Services Pvt. Ltd., and no reportable weakness in the system was observed.

COST AUDITORS

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, appointment of Cost Auditor is not applicable to our Company. of

SECRETARIAL STANDARDS

The Secretarial Standards SS-1 and SS-2 relating to ‘Meetings of the Board of Directors and General Meetings issued and notified by the Institute of Company Secretaries of India as amended/ replaced from time to time have been complied with by the Company during the financial year under review.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to all associates for their valuable support, and look forward to their continued co- operation in the years to come. Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day-to-day management.

For and on behalf of the Board of Directors
For Mrs. Bectors Food Specialities Limited
	Sd/-
	(Ashish Agarwal)
Place: Phillaur	Chairman
Date: 12.08.2025	(DIN: 00775296)