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 Company's 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 Company's financial performance for the financial year
2024-25 and 2023-24:

2. RESULT OF OPERATIONS AND STATE OF COMPANY'S
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 Company's 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 Company's 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 white 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 brand's 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 Company's portfolio, the
Company made a strategic investment by way of acquisition of
Ariba Foods Private Limited, which will support the Company's
presence in Frozen Snacks and Sweets segment, both within
India and on the global stage.

The Company's 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 Company's
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 Company's 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 Company's
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 Company's website at https://www.
bikaii.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 Company's
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 Hon'ble 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 Hon'ble 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 Hon'ble NCLT on December 23, 2024.
The Scheme is pending before the Hon'ble NCLT
for its approval.

Upon receipt of the final order from the Hon'ble
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 Company's percentage
ownership in Bikaji USA, which remains at 100%.

The decision to increase the capital infusion into
Bikaji USA is a part of the Company's 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 Company's 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 Hon'bfe 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 AFPL's 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 Company's market
position by providing access to AFPL's 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 AFPL's 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 Company's ongoing
commitment to strategic expansion and business
diversification, the Board of Directors has approved
a strategic investment to further extend the
Company's 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 subsidiary's
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 cafe chains, QSRs, taverns,
food catering services, snacks catering, ice cream
catering, mobile food stations, canteens, kiosks,
and various food-related outlets, enhancing the
Company's footprint in the dynamic food services
industry. This initiative aligns with the Company's
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 Company's 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 Company's
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
Cafe 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 cafe 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 THF's cafes 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 cafe
options to cater to evolving consumer preferences.

G. INCORPORATION OF BIKAJI BAKES PRIVATE
LIMITED

As part of the Company's 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 Company's unwavering
commitment to enhancing shareholders' value, while ensuring
financial flexibility and availability of adequate funds to
support Company's 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 Company's
website at https://www.bikaii.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 iudicious
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 Company's strategic goals and
operational landscape. The Board, acting on the NRC's
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 Board's 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 re¬
appointment underscores her significant contribution
to the achievement of the Company's 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 Company's website
at https://www.bikaii.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 Company's 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 Company's 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 Company's governance framework.

As a part of our continued focus on good corporate
governance practices, the maiority 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 obiectivity, independence and make decisions
that are independent of management influence and
providing unbiased and obiective 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 Company's 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 Company's commitment to its core objectives
and long-term strategies and vision. It demonstrates the
steadiness and resilience of the Company's business model,
further underpinning its position within the industry landscape.
As a result, stakeholders can remain assured of the Company's
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 Company's 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 Company's continued financial stability reflects the
Company's 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
Company's 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 Company's 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:

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 Company's broader strategic
objectives and enhance engagement in the Company's growth
trajectory. By offering employees the opportunity to participate
in the Company's 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 Company's ongoing success. By linking
employee rewards to the Company's long-term performance,
we aim to drive sustainable value creation for all stakeholders,
as well as long-term success of the Company.

For a comprehensive disclosure vis-a-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 Company's website at
https://www.bikaii.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 Company's Equity Shares, but, also, liquidity and
investor confidence in the Company's financial stability and
growth prospects.

For a detailed analysis and insights into the Company's
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 Company's 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 function's approach is characterized by innovation
and agility. By continuously embracing cutting-edge
technologies, we ensure that our legal operations remain
aligned with the Company's 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 Company's 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 Company's website at https://www.bikaii.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 Company's
website at https://www.bikaii.com/governance#policies.
highlighting the Company's 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 COMPANY'S 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 ieopardize the going concern status of the
Company or adversely affect the Company's future operations,
which reflects Company's 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 Company's growth
path and expand its market presence, through which we re¬
shaped the Company's 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 manufacturer's 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
Hon'ble NCLT. For more information, please refer to the
section titled as "Results of Operations and State of the
Company's 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
Company's footprint in the USA territory market,
increasing exports, this subsidiary plays a key role in
enhancing the Company's 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
BMFPPL's role in marketing and branding of the "BIKAJI"
brand plays a pivotal role in the Company's 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 Company's 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 cafe, 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 Company's 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 Company's 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 Company's 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 "BHUJIALALJr 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 Company's website at https://www.
bikaii.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 Company's
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 Company's 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 Company's current
position, but also articulate its vision for sustainable growth
and long-term value creation.

By presenting a clear overview of the Company's performance
and future prospects, the Report aims to empower stakeholders
with the knowledge required to make well-informed decisions,
while reinforcing the Company's 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 Company's 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 Company's website, which is readily
accessible to all the stakeholders and can be viewed at https://
www.bikaii.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 Company's
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 Company's
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 Company's
website at https://www.bikaii.com/governance#policies,
ensuring all stakeholders are informed and aligned with the
Company's governance standards.

22.    CORPORATE GOVERNANCE REPORT:

As a testament to Company's 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 Company's 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 Company's
firm commitment to fostering transparency, integrity and
accountability in aft 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
Company's 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 Company's
initiatives, progress, performance and achievements across the
ESG dimensions.

The BRSR precisely outlines Company's 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 Company's 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 Company's 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 Company's
financial statements, ensuring it provide a true, fair,
and accurate representation of the Company's 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 Auditor's
Report, are comprehensive and self-explanatory, requiring
no additional commentary or clarification. Importantly, the
Auditor's 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 Company's website
at https://www.bikaii.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 arm's 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 arm's 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 Company's
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 Company's website at https://
www.bikaii.com/governance#poticies.

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 aft forms of discrimination, harassment, and any form

of misconduct, including sexuat harassment and is dedicated
to fostering a healthy and inclusive environment within its
workplace. Upholding the dignity and rights of aft employees
is of paramount importance, and continue to promote a safe,
respectful and inclusive work environment, which is exemplified
by our adherence to the Sexuat Harassment of Women at
Workplace (Prevention, Prohibition and Redressat) Act, 2013
("POSH Act"). In atignment with the requirements specified under
the POSH Act, the Company has imptemented a comprehensive
and robust Anti-Sexuat Harassment Poticy for the prevention of
Sexuat Harassment of Women at Workptace, underpinning the
Company's commitment towards providing and maintaining a
positive and safe work environment and a workptace, where
att emptoyees can thrive, without fear of discrimination or
harassment. The comptete Anti-Sexuat Harassment poticy is
avaitabte on the Company's website and can be accessed at
https://www.bikaii.com/governance#poticies.

In comptiance with the Section 4 of the POSH Act, Bikaji has
an Internal Comptaints Committee (ICC), tasked to address
and resotve any comptaints retated to sexuat harassment
at the workptace.

The fottowing is a summary of the comptaints received and resotved by the Company during the financiat year 2024-25:

By prioritizing the prevention, prohibition, and redressat of
sexuat harassment at workptace, Bikaji reaffirms its unwavering
commitment to uphotding and safeguarding the rights, dignity
and wett-being of every individuat within our workforce and
continue to take proactive steps to ensure that the Company's
work environment remains conducive to the professionat
growth and personat safety of att emptoyees.

34. QUALITY PROCESSES:

At Bikaji, our unwavering commitment to excettence is at the
core of our operations and remain resotutety committed to
etevating the quatity of our products, ensuring the consistent
detivery of superior, safe and comptiant offerings to our vatued
consumers. Our dedication to quatity is exemptified by the
accreditation of our manufacturing facitities, which have been
certified by independent, reputabte third-party organizations, in
atignment with the ISO 22000:2018 standard. This certification
serves as a testament to the Company's unwavering
commitment to maintaining the rigorous food safety and quatity
standards across att facets of our operations.

In our ongoing quest for excettence, Bikaji has devetoped and
systematicatty imptemented sustainabte systems and robust
processes that safeguard the integrity of food safety and

hygiene at every tevet. Our highty skitted speciatized Quatity
Assurance (QA) team intensified its focus on quatity assurance of
products across geographies and ensured process excettence,
harmonisation, and the imptementation of customized quatity
guidetines. The team activety drives continuous improvements
by conducting comprehensive, rigorous evatuations, at every
stage - from incoming raw materiats to in-process controts and
finat product assessments. In addition, the seamtess integration
of an advanced quatity modute within our Enterprise Resource
Ptanning (ERP) system enhances greater transparency in
quatity checks, fosters accountabitity, and facititates the swift
dissemination of resutts to att stakehotders.

Signifying our unyietding commitment to quatity and food
safety, we conduct both internat and externat audits of our
manufacturing facitities and management systems, at regutar
intervats. These audits are carried out in strict comptiance
with internationatty recognized frameworks and standards
such as the Food Safety Management System (FSMS), Brand
Reputation Comptiance Gtobat Standards (BRCGS), and
Quatity Management System (QMS). This rigorous approach
ensures our atignment with gtobat standards and comptiance
with att the pertinent regutations governing the production,
storage, distribution and tabeting of food products. Besides,
Bikaji compties 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 Company's 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
Company's 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 Company's 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 Company's strategic objectives, we
ensure that our employees are not only equipped with the
skills to succeed, but, also, inspired to drive the Company's
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 Company's vision
and mission, ensuring both business advancement and
customer satisfaction.

The introduction of the ESOP Schemes exemplifies the
Company's 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 Company's 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:

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 Company's 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 rote 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 Company's 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 Company's 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 Company's 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 Yeah 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 brand's 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 Company's 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 Company's 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 Company's 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 Company's website at https://www.bikaji.
com/governance#policies, demonstrating the Company's
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
Company's 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