Your Directors are pleased to present the 31^st Annual Report on the affairs of the Company together with the audited
statement of accounts for the year ended on 31^st March, 2026.

FINANCIAL PERFORMANCE

PERFORMANCE REVIEW

On standalone basis, the Company reported revenue
from operations of ' 18,993.71 million for the financial
year 2025-26, as compared to ' 17,419.05 million in the
previous financial year 2024-25, registering a growth
of 9.04%. Profit before finance cost, depreciation and
amortization, other income and taxation stood at
' 2,265.07 million, as compared to ' 2,216.07 million in
the previous year. Net profit for the year under review
amounted to ' 1,187.82 million, as compared to ' 1,210.29
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 ' 20,435.63 million for the financial year
2025-26 as compared to ' 18,738.78 million in the previous
financial year 2024-25, registering a growth of 9.06%.
Profit before finance cost, depreciation and amortization,
other income and taxation stood at ' 2,576.59 million, as
compared to ' 2,514.53 million in the previous year. Net
profit for the year under review amounted to ' 1,408.81
million, as compared to ' 1,432.33 million in the previous
year, registering a minor decrease of 1.64% 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 04^th November, 2025 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 10^th March, 2026 has reaffirmed the Long¬
term rating of the Company as 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 11.02.2026 have
declared an interim dividend of ' 0.60 per equity share of
face value of ' 2/- each (i.e. 30%).

Further your Directors are pleased to recommend a
final dividend of ' 0.70 per equity share of face value of
' 2/- each (i.e. 35%) for the financial year ended March
31, 2026 at the Board Meeting held on May 27, 2026.
The dividend, subject to the approval of members at the
Annual General Meeting, which is scheduled to be held on
Friday, September 18, 2026, 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
Company's Dividend Distribution Policy. The Dividend
Distribution Policy of the Company is available on the
Company's website athttps://www.bectorfoods.com/
panel/uploads/investor/09302021075016MBFSL-
DividendDistributionPolicy.pdf

MATERIAL CHANGES

(a) Material changes between the end of the
financial year and the date of the Board's
Report

No

(b) Material events during the year under review

1. Bakebest Foods Private Limited has been
re-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.

2. 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 w.e.f. May 9, 2025.

3. Pursuant to shareholders approval, Split of
shares took place in which 1 (One) equity share
having face value of ? 10/- (Rupees Ten Only)
each fully paid up, was sub-divided / split into
5 (Five) equity shares having face value of ? 2/-
(Rupees Two Only) each fully paid up, ranking
pari passu with each other in all respects with
effect from the Record Date dated 12.12.2025.

4. Company's new bakery production facility at
Hooghly adjacent Kolkata has commenced
commercial production with effect from January
6, 2026. The facility has an installed capacity
of 2,25,000 buns per day and 24,000 SKUs of
bread and bakery items per day.

5. New bakery facility of Company's Subsidiary,
Bakebest Foods Private Limited at Khopoli has
commenced commercial production with effect
from March 31, 2026. The facility has an installed
capacity for bakery products of 36,464 metric
tonne per annum.

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

Joint Commissioner, Central Goods & Services Tax,
Gautam Buddha Nagar has confirmed a demand of
' 65.10 million (CGST-? 32.55 million & SGST- ' 32.55
million) 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 ' 65.10 million (CGST-? 32.55 million &
SGST-' 32.55 million) in relation to interpretational
issues viz. rate of GST leviable on supply of Kulcha
and Chocofill Bun vide order dated February 3,
2025. 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. Which has
been decided in the favour of the Company by order
dated March 30, 2026.

Central Consumer Protection Authority (CCPA) vide
its order dated June 9, 2026 has imposed a penalty
of ' 0.10 million on the Company for the use of the
word 100% whole wheat on its bread products i.e.
"100% Atta Bread" / "100% Whole Wheat Bread". The
concerned authority i.e. the CCPA has misinterpreted
the use of the word as it overlooked and ignored to
appreciate the fact that a bread, by its very nature,
necessarily contains ingredients other than flour,
including water, yeast, salt, oil, preservatives and
other permitted ingredients, without which bread
cannot be manufactured at all.

The expression "100% Atta" was used only as a flour-
source assurance to convey that the bread contained
whole wheat flour as the sole flour source and did not
contain maida or any substitute cereal flour.

The Company had also disclosed on the packaging
the complete ingredient list and the approximate
Atta content i.e. 87%, which is above the prescribed
minimum threshold of 75% for Atta/Whole
Wheat Bread.

The Company has filed an appeal before the National
Consumer Disputes Redressal Commission, New Delhi
as per the provisions of the Consumer Protection
Act, 2019.

It is hereby clarified that there is no material / financial
impact of this case on the Company as company has
already filed an application before the FSSAI, wherein,
the Company, without prejudice to its legal rights
and contentions and without admitting anything,
informed the Food Safety and Standards Authority
of India ("FSSAI") vide communication dated May 9,
2026 that it shall voluntarily discontinue the usage of
the descriptor "100% Atta" from the packaging and
labelling of its bread products in a phased manner
within a period of six months.

Further, Additional District Magistrate
(Administration), Gautam Buddha Nagar, passed an
order on June 24, 2026 in a case under Section 52
of the Food Safety and Standards Act, 2006 against
Mrs. Bectors Food Specialities Ltd. and related
parties. The case arose after a sample of "Sliced
Brown Bread" collected from the company's Greater
Noida facility on November 4, 2025 was tested by the
National Food Laboratory, Ghaziabad, showed total
protein and total fat above the label declared value,
and the product was declared 'misbranded'. While the
company argued that any discrepancy in nutritional
values was minor, unintentional, and due to natural
variations in raw materials, the authority noted that
the respondents had effectively admitted the lapse
and undertaken to comply with regulations in the
future. After reviewing the evidence and hearing
both sides, the authority held that the company had
violated Section 26(2)(ii) read with Section 3(1)(zf) of
the Act and imposed a joint penalty of ? 0.03 million
on all respondents under Section 52, recoverable as
arrears of land revenue.

It is hereby clarified that these orders passed by
the CCPA and the Additional District Magistrate
do not have any material financial impact on the
Company and do not impact its going concern status
or operations.

Subsidiary Company/Associate Company

At the close of financial year 2025-26, the
Company had:

Subsidiary Companies:

i. Bakebest Foods Private Limited

ii. Mrs Bector's 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 financial 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 Company's website at www.bectorfoods.com.

STATUTORY AUDITOR & AUDIT REPORT

M/s. Walker Chandiok & Co. LLP, Chartered Accountants
(Firm's Registration No.: 001076N/N500013) were
appointed by the shareholders for their first term at the
29^th 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 29^th Annual General Meeting till the conclusion of
the 34^th 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, 2026.

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 2025-26.

DETAILS OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

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

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 March 28,
2026 to review the matters as laid down in the aforesaid
schedule and regulations.

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 Company's
website athttps://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 ' 28.60 Mn during the Financial Year 2025-26 out
of which it has contributed an amount of ' 14.01 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 Axis
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/ establish a training center to educate children
and the general public, with the objective of enhancing
skills and improving employment opportunities under
the aegis of Mrs. Bector Foundation. This initiative is part
of the company's 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/ establish
a training center to educate children and the
general public, with the objective of enhancing
skills and improving employment opportunities.

o Operational expenses for running the school/
Training Center

• 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 company's 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 2025-26, the Board of Directors met 4
times on May 29, 2025, August 12, 2025, November 12,
2025 and February 11, 2026.

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.

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 31^st March, 2026, 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 31^st March, 2026 and of the profit of
the Company for the year ended on that day.

(iii) they have 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 frauds and
other irregularities.

(iv) the Annual Accounts for the year ended 31^st March,
2026 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, 2026.

(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 31^st
March, 2026.

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 27^th May, 2026.

Company's policy on Directors' Appointment and
Remuneration, including Criteria for Determining
Qualifications, Positive Attributes, Independence of a
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 Company's
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
Director's 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 2025-26 was completed as per the policy
adopted in compliance with the applicable provisions of
the Act. The Board's 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/08202026094809AnnualReturn2025-26.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 2025- 26 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 2025-26 were on an arm's
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
Company's website athttps://www.bectorfoods.com/
panel/uploads/investor/05252026101701MBFSL-
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 30,69,90,595 equity shares of ' 2 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
2,88,383 shares amounting to 0.09% from the secondary
market till 31.03.2026.

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 Company's business is significantly dependent on
agricultural produce, which is highly seasonal and this is
a major element of risk which may threaten the existence
of the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS
REPORT

Management's 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. Dinesh
Kumar Sindhwani, Independent Director, Mr. Ashish
Agarwal, Independent Director as Members.

During the financial year 2025-2026, the Committee was
reconstituted on May 29, 2025. Mr. Dinesh Kumar Sindhwani
was appointed as a member of the Committee, replacing
Mr. Parveen Kumar Goel, who has been redesignated as
the Whole-time Director of the Company. The committee
held four meetings during the year under review.

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.

During the year under review there was one anonymous
complaint was received without any evidence. Though,
the Committee was not bound to take the same into
consideration. Clause 6.3 of the Vigil Mechanism/
Whistle Blower Policy states that, "The Company shall
not entertain anonymous/ pseudonymous disclosures."

However, taking the seriousness of the Company in dealing
with such matters into consideration as a matter of good
corporate governance, Mr. Rajeev Dubey, Director - Bread
Sales, was given a reasonable opportunity of being heard

and Company also undertook Forensic Audit which was
done by Ernst & Young LLP. As no adverse finding was
made, the complaint was closed.

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, 2026, 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
organization. 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 BOARD'S 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 2025-26.

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 2025-26.

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.

BOARD'S OPINION ON INDEPENDENT DIRECTORS

During the year under review, no new Independent
Director was appointed to the Board.

The Board is of the opinion that all the Independent
Directors of the Company possess the requisite integrity,
expertise, experience, and proficiency necessary to
effectively discharge their duties and responsibilities.

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 organization, 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 details of sexual
harassment complaints are as follows:

Number of complaints of sexual harassment received
during the year: Nil

Number of complaints disposed of during the year: Nil
Number of cases pending for more than ninety days: Nil

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
2025-26.

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 ' 4.80 million
@ ' 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 Company's 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 2025-26.

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 2025-26 and presented an
Internal Audit Report, and no reportable weakness in the
system was observed.

INTERNAL FINANCIAL CONTROLS AUDIT

During the financial year 2025-26 under review, the
Company's internal controls were tested by S Y G and
Associates LLP 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.

Accordingly, maintenance of cost records as specified by
the Central Government under sub-section (1) of section
148 of the Companies Act, 2013, is not required by
the Company.

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: 07.08.2026 (DIN: 00775296)