The Directors of BABA FOOD PROCESSING (INDIA) LIMITED are pleased to present
to you the 10th Annual Report, along with the Audited Accounts, for the financial year ended
March 31, 2025.

Financial Performance

The financial performance of the Company for the Financial Year ended on 31st March, 2025
and for the previous Financial Year ended on 31st March, 2024 is given below:

Company recorded net revenue of Rs. 20675.01 Lacs during the year as against Rs. 18483.36
Lacs in the previous year with growth rate of 12% and CAGR (5 years) of 18%

For the financial year 2024-2025, the Company achieved Profit before tax of Rs. 554.87 Lacs
as against Rs. 838.52 Lacs for previous financial year. The major driver for the decrease in
profit is due to Raw Material Prices which has increased during the year in comparision to
that of increase in finished goods prices because of seasonal effect, government policy,
increase in MSP of Wheat, short supply against demand etc.

Subsidiary company has not yet started its operations, hence in consolidated operations there
is no such major impact on financial.

Dividend

The Board of Directors has not recommended any dividend for the financial year under review
in order to conserve resources and strengthen the financial position of the Company. The
decision has been taken keeping in view the Company’s long-term growth strategy and the
need to retain internal accruals for future business opportunities.

The provisions of regulation 43A (2) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 regarding establishment of a Dividend Distribution Policy
are not applicable to the company.

Share Capital

The Paid-up Equity Share Capital as on 31st March, 2025 was Rs. 16,32,64,030 divided into
1,63,26,403 Equity Shares of Rs. 10/- each. During the year under review, the Company has
not raised its share capital.

As on 31st March, 2025, all the Equity Shares of the Company were traded in electronic form
as all the Equity Shares are held in Dematerialized Form.

The Company has not issued any Equity Shares with differential voting rights, sweat equity
shares, employees stock option and did not purchase its own shares. Hence there is no
information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4)
of the Companies (Share Capital and Debenture) Rules, 2014 and Section 62 of Companies
Act, 2013.

Deposits

The Company has not accepted or renewed any deposits under Section 73 to 76 of Companies
Act, 2013 read with Companies (Acceptance of Deposits) rules, 2014 during the year under
review.

Change in nature of business, if any

There is no change in the nature of business of the Company during the year under review.
Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company has been placed on the website of the Company and can be accessed at
www.babafood.in

Cash Flow Statement

The Cash Flow Statement for the financial year ended 31 March, 2025 prepared in accordance
with accounting standard -3, ‘Statement of Cash Flows’ is attached and forming part of the
financial statements of the Company

Directors & Key Management Personnel

• Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of Executive, Non¬
Executive and Independent Directors. As on the 31st March, 2025, the Board comprises of 6
(Six) Directors, out of which 2 are Executive Directors and 4 are non-Executive that includes
two Woman Directors. The Chairman of the Board is an Executive Director.

The Directors of the Company met at regular intervals with the gap between two meetings
not exceeding 120 days to take a view of the Company’s policies and strategies apart from
the Board matters. The notices of the Board meetings are given well in advance to all the
Directors of the Company.

During the year under review, the Board of Directors met 5 (Five) times and Board Meetings
were held as on the following dates:

• Attendance of the Directors

• Appointment and Cessation

a. Appointment of Ms. Sonal Agarwal, a Member of Institute of Company Secretaries of
India as Company Secretary & Compliance Officer of the Company w.e.f. September
20, 2024;

b. Resignation of Ms. Ashana Vij, a Member of Institute of Company Secretaries of India
as Company Secretary & Compliance Officer of the Company w.e.f. September 20,
2024;

c. Re-appointment of Mr. Yogesh Kumar Sahu, Managing Director of the Company, who
retires by rotation at Annual General Meeting conducted on August 05, 2024

• Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Companies Articles of
Association, Mr. Yogesh Kumar Sahu (Managing Director) of the Company was liable to
retire by rotation during the year under review.

• Key Managerial Personnel

As on the date of this report, the following persons are the Key Managerial Personnel(s)
of the Company:

a. Mr. Yogesh Kumar Sahu, Chairman & Managing Director;

b. Mr. Rajesh Agrawal, Whole Time Director & Chief Financial Officer; and

c. Ms. Sonal Agarwal, Company Secretary & Compliance Office

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies
Act 2013 to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual accounts, for the year ended on March 31, 2025 the
applicable accounting standards have been followed and there is no material departure
from the same;

b. The directors had selected such accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs 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 Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d. The directors had prepared the Annual accounts 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 are 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.

Comment on Auditor’s Report

There were no qualifications, reservations, adverse remarks or disclaimer made by the
auditors in their report for the financial year ended on March 31, 2025.

Particulars of Loans, Guarantees of Investments Made Under the Provisions of Section
186 of the Companies Act, 2013

The details of loans, investment, guarantees and securities covered under the provisions of
Section 186 of the Companies Act, 2013 are provided in the financial statement.

Subsidiaries, Joint Ventures and Associate Companies

The Company has one wholly-owned Subsidiary, Panchakanya Foods Private Limited. There
is no Associate Company within the meaning of Section 2(6) of the Companies Act, 2013.
Further, there has been no material change in the nature of business of the Subsidiary during
the financial year 2024-25.

The Consolidated Financial Statements of the Company for the financial year 2024-25 are
prepared incompliance with applicable provisions of the Companies Act, 2013, read with the
Rules issued thereunder, applicable Accounting Standards and SEBI Listing Regulations.

The Consolidated Financial Statements have been prepared by consolidating the audited
Financial Statements of the Company and it’s Subsidiary. Further, pursuant to the proviso of
sub section (3) of section 129 of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 a separate statement containing the salient features of the financial statements of
Subsidiaries in the prescribed form AOC-1 is attached as Annexure I and forms part of this
report.

The Financial Statements of the Subsidiary Company and related information is also available
for inspection by the members at the Registered Office/ Corporate Office of the Company
during business hours on all days except Sunday and holiday up to the date of Annual General
Meeting (“AGM”) as required under Section 136 of the Companies Act, 2013. Any member
desirous of obtaining a copy of the said financial statements may write to the Company at the
Registered Office/ Corporate Office of the Company.

Particulars of Contracts or Arrangement Made with Related Parties

During the year under review, contracts or arrangements entered into with the related party,
as defined under Section 2(76) of the Companies Act, were in ordinary course of business
and at arm’s length basis. Details of the transactions pursuant to Compliance of Section
134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules,
2014 are enclosed herewith as Annexure II.

During the year the Company has not entered into any materially significant related party
transactions which may have potential conflict with the interest of the Company at large.
Suitable disclosures as required are provided in AS-18 which is forming the part of the notes
to financial statement.

Internal Financial Control Systems and their Adequacy

The Company has its internal financial control system commensurate with operations of the
Company. The management regularly monitors the safeguarding of its assets, prevention and
detection of frauds and errors, and the accuracy and completeness of the accounting records
including timely preparation of reliable financial information.

The head of Internal Audit together with External Audit consults and reviews the
effectiveness and efficiency of these systems and procedures to ensure that all assets are
protected against loss and that the financial and operational information is accurate and
complete in all respects.

Reserves

The Company has Closing Balance of Rs. 4,694.33Lakhs as Reserve and Surplus as on
31.03.2025. The Closing Balance of Reserve and Surplus is bifurcated as follows:

Material Changes and Commitments, if any Affecting the Financial Position of the
Company Occurred Between the End of the Financial Year to Which the Financial
Statements Relates and the Date of the Report

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
the financial statements relate and the date of this Report.

Transfer to the Investor Education and Protection Fund

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013
do not apply as there was no dividend declared and paid in last seven years so the Company
was not required to transfer any amount to the Investor Education and Protection Fund (IEPF)
established by Central Government pursuant to the provision of Section 125(e) of the
Companies Act, 2013 as there is no amount unclaimed for a period of 7 years from the date
it became due for repayment.

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

The information pertaining to conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and outgo as required under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is as follows:

• Conservation Energy:

a) The steps taken or impact on conservation of energy:

The Company lays great emphasis on savings in the cost of energy consumption.
Therefore, achieving reduction in per unit consumption of energy is an ongoing exercise
in the company. The Company ensures optimal use of energy with minimum extent of
wastage as far as possible. The day-to-day consumption is monitored in an effort to save
energy.

b) The steps taken by the Company for utilizing alternate source of energy:

The Company is exploring an alternate source of energy for internal generation of power
for captive consumption.

c) The capital investment on energy conservation equipment:

The Company has not made any capital investment on energy conservation equipment.

• Technology Absorption:

The Company is always in pursuit of finding the ways and means to improve the quality
and reduce the cost of its products. The company has not imported any technology during
the year nor has separate independent research and development activity and hence as
such no material amount of expenditure was incurred on technology and research and
development activity.

• Foreign Exchange Earnings and outgo:

During the Financial year under review, the foreign exchange earnings is Nil and outgo
is USD 483777.82

Statement Concerning Development and Implementation of Risk Management Policy
of the Company

The Company has in place, a mechanism to identify, assess, monitor and mitigate various
risks towards the key business objectives of the Company. Major risks identified by the
business and functions are systematically addressed through mitigating actions on a
continuing basis.

Declaration of Independent Directors

The independent directors of the Company Mr. Raj Kumar Lakhotia, Mrs. Sasmita Mohanty
and Mr. Sanchit Jaiswal have confirmed to the Board that they meet the criteria of
independence as specified under Section 149(6) of the Companies Act 2013 and they qualify
to be the Independent Directors. They have also confirmed that they meet the requirements
of Independent Director as mentioned under Regulation 16(1) (b) SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the
Board.

Formal Annual Evaluation Process by Board

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board
has carried the evaluation of its own performance, performance of Individual Directors, Board
Committees including the Chairman of the Board on the basis of attendance, contribution and
various criteria as recommended by the Nomination and Remuneration Committee of the
Company. The evaluation of the working of the Board, its committees, experience and
expertise, performance of specific duties and obligations etc were carried out. The Directors
expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) was also
evaluated by the Independent Directors at separate meeting held of Independent Directors of
the Company.

Credit Rating

The Company has no credit rating during the year under review.

Deposits

As per Section 73 of the Companies Act, 2013 the Company has not accepted any deposits
during the year under review.

Statutory Auditors

Members of the Company in 8th Annual General Meeting of the Company held on 04.07.2023
appointed M/s Sumit Mohit & Co. (FRN: 021502N), Chartered Accountants as the statutory
auditor of the Company for the tenure of five years starting from the conclusion of 8th Annual
General Meeting till the conclusion of 13 th Annual General Meeting.

Secretarial Auditor

The Board re-appointed M7S Birendra Banka & Associates, Company Secretaries to conduct
Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report for the
Financial Year ended 31st March, 2025 is enclosed herewith as Annexure III to this Report.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark
or disclaimer.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of
the Companies (Accounts) Rules, 2014, the Board of Directors, on the recommendation of
the Audit Committee, has appointed Mr. Hardeep Malhotra, [Chartered Accountant], as the
Internal Auditor of the Company for the financial year 2024-25 to conduct the internal audit
of the functions and activities of the Company and to report to the Audit Committee

Committees of the Board
• Audit Committee

The Audit Committee is duly constituted in accordance Section 177 of the Companies Act,
2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014
as amended from time to time. It adheres to the terms of reference which is prepared in
compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations
2015.

The Audit Committee was constituted on 24th July, 2023.

During the year under review, meeting of Audit Committee was held on 21^st May, 2024, 9^th
July, 2024, 11^th November, 2024 and 10^th March, 2025 and attendance records of the members
of the Committee are as follows:

• Nomination & Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with Section 178
of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and
its Powers) Rules, 2014 as amended from time to time.

The Nomination and Remuneration Committee was constituted on 24th July, 2023.

During the year under review, Meeting of Nomination and Remuneration Committee was
held on 21^st May, 2024 and 20^th September, 2025 and the attendance records of the members
of the Committee are as follows:

• Stakeholder’s Relationship Committee

The Stakeholders Relationship Committee was constituted on 24th July, 2023 and is in
compliance with the requirements of Section 178 of the Companies Act, 2013.

During the year under review, meeting of Stakeholders Relationship Committee was held on
10th May, 2025 and the attendance records of the members of the Committee are as follows:

• Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is constituted in accordance with Section 135
of the Companies Act, 2013 read with applicable rules as amended from time to time.

During the year under review, meeting of Corporate Social Responsibility Committee was
held on 20th September, 2024 and the attendance records of the members of the Committee
are as follows:

Details of Significant and Material Orders Passed by the Regulators or Courts or
Tribunals

There were no significant and material orders issued against the Company by any regulating
authority or court or tribunal that could affect the going concern status and Company’s
operation in future.

Disclosures of the ratio of the remuneration of each director to the median employee’s
remuneration and other details as required pursuant to Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended from time to time, are enclosed as Annexure IV.

Cost Audit

The provisions relating to maintenance of cost records and cost audit under Section 148 of
the Companies Act, 2013 are not applicable to the Company, as it is engaged in the production
of agro products.

Explanations / Comments on Qualification, Reservation or Adverse Remark or
Disclaimer made by the Secretarial Auditor in the Secretarial Audit Report

The auditor has not made any qualifications, reservations, adverse remarks or disclaimers in
their Report for the financial year ended 31st March 2025. Therefore, no further explanation
in this regard.

Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including
all applicable amendments and rules framed thereunder. The Company is committed to
ensuring a safe, inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.

Details of Application made or any Proceeding Pending under the Insolvency and
Bankruptcy Code, 2016 during the Year Along with Their Status as at the End of the
Financial Year

During the year under review and till date of this Report, the Company has neither made any
application against anyone nor any proceedings were pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

Details of Difference Between the Amount of the Valuation Done at the Time of One
Time Settlement and the Valuation Done While Taking Loan from the Banks or
Financial Institutions Along With the Reasons Thereof

It is not applicable for our company.

Management Discussion & Analysis report for the year under review as stipulated under
Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is enclosed as Annexure V hereto and forms
part of this Report.

CORPORATE GOVERNANCE

The provisions of the Corporate Governance regulations shall not be applicable to the
Company, since according to the provisions of Regulation 15(2)(b) of Chapter IV of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. “The listed entity
which has listed its specified securities on the SME Exchange are not liable to file the
Corporate Governance Report under regulation 27(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015”

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013

The Company has always been committed to provide a safe and conductive work environment
to its employees. Your director’s further state that during the year under review, there were
no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

CSR Expenditure

During the year Company was required to spend an amount of Rs.12.12 Lacs towards
CSR(Corporate Social Responsibility) and it has spent Rs. 12.19 Lacs in the activities covered
under Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules, 2014. The annual report on Corporate Social
Responsibility activities, as required under Sections 134 and 135 of the Companies Act, 2013
read with (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure VI
which forms the part of this Report.

Vigil Mechanism / Whistle Blower Policy

The Company believes in the conduct of its affairs in a fair and transparent manner to foster
professionalism, honesty, integrity and ethical behaviour in its employees & stakeholders.
The Company has adopted a Whistle Blower Policy as a part of vigil mechanism.

The Company has complied with the applicable Secretarial Standards - 1 (relating to the
meetings of the Board of Directors) and Secretarial Standards - 2 (relating to the General
meetings) issued by the Institute of Company Secretaries of India and approved by the Central
Government.

Compliance with the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015

The company's equity shares are listed on EMERGE SME Platform of NSE. The company
has paid the Annual Listing Fees to NSE for the Financial Year 2025-26.

All compliances with respect to the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 have been duly made by the company.

Policies of the Company

Your Company has posted the following documents on its website:

• Code of Conduct for Directors and Senior Management.

• Policy of making payments to Non-Executive Directors

• Whistle Blower Policy

• Policy for Determination of Materiality

• Board Evaluation Policy

• Insider Trading Policy

• Policy for Materiality of Related Party Transactions

• CSR Policy

• Nomination and Remuneration Policy

• Investor Grievance and Redressal Policy

Listing

The Equity Shares of the Company are listed with National Stock Exchange of India with
NSE Symbol: BABAFP

Business Responsibility and Sustainability Report (BRSR)

In terms of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, submission of a Business Responsibility and Sustainability Report
(BRSR) is applicable to the top 1,000 listed entities (by market capitalization) as on March
31 of every financial year. As the Company is listed on the SME Platform of NSE and does
not fall within the top 1,000 listed entities, the provisions relating to BRSR are not applicable
to the Company.

Remuneration details of all Executive and Non Executive Directors

Remuneration of Directors (for FY 2024-25)

Registrar and Share Transfer Agent

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed a
Registrar and Share Transfer Agent (RTA) to efficiently handle all share-related services. The
RTA is responsible for maintaining records of the shareholders, processing share transfers,
handling investor grievances, and facilitating various other investor-related services such as
dematerialization, issuance of duplicate share certificates, and transmission of shares.

The Company has appointed MAS Services Limited as its Registrar and Share Transfer
Agent. Shareholders are advised to contact MAS Services Limited for any assistance
regarding share transfers, dematerialization, or other related queries. The contact details of
the RTA are provided below for the convenience of shareholders:

MAS Services Limited

T-34, 2nd Floor, Okhla Industrial Area, Phase-II, New Delhi - 110020
Tel: 91-11-26387281/82/83
Email: info@masserv.com
Website: www.masserv.com

The Company ensures seamless coordination with the RTA to maintain high standards of
investor servicing and regulatory compliance.

In accordance with Regulation 6 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has appointed a qualified Company
Secretary to act as the Compliance Officer. The Compliance Officer is responsible for
ensuring compliance with applicable statutory and regulatory requirements, including
monitoring investor grievances, coordinating with regulatory authorities, and ensuring the
implementation of corporate governance practices.

Ms. Sonal Agarwal, Company Secretary, is designated as the Compliance Officer of the
Company. She acts as the nodal officer for investor communications and regulatory
compliance and oversees all secretarial functions in accordance with the Companies Act, 2013
and SEBI regulations.

Human Resource

The Company considers its Human Resource as the key to achieve its objective. Keeping this
in view, your Company takes utmost care to attract and retain quality employees. Your
Company appreciates the spirit of its dedicated employees.

Acknowledgement

The Board of Directors places on record its sincere appreciation and gratitude to all
stakeholders of the Company, including shareholders, customers, suppliers, bankers, business
associates, and regulatory authorities for their continued support and trust.

The Board also extends its heartfelt thanks to the employees at all levels for their commitment,
dedication, and hard work, which has been instrumental in driving the Company forward
despite challenges

We acknowledge the guidance and cooperation received from the Government of India,
various State Governments, the Ministry of Corporate Affairs, Securities and Exchange Board
of India (SEBI), Stock Exchanges, and other regulatory authorities.

The Board looks forward to continued support from all stakeholders as the Company moves
ahead with its growth plans.

FOR AND ON BEHALF OF THE BOARD
BABA FOOD PROCESSING (INDIA) LIMITED

Sd/- Sd/-

Yogesh Kumar Sahu Rajesh Agrawal

Chairman& Managing Director Whole-time Director& Chief Financial

Officer

DIN: 02139226 DIN: 06448058

Place: Ranchi
Date: May 22, 2025