Bikaji Foods International Ltd

Dear Members,

Your Board of Directors are pleased to present the 29^th Annual Report, encompassing the affairs of the Company together with the Audited Financial Statements (Standalone and Consolidated) of Bikaji Foods International Limited ("Bikaji" or "the Company" or "your Company") for the financial year ended on March 31, 2024. Despite prevailing challenges, our commitment to transparency, sustainable growth and shareholder value remains unwavering. We express our gratitude for your continued trust and support, as we strive for excellence in all endeavors.

1. FINANCIAL PERFORMANCE:

The comparative analysis of the Company's financial performance for the financial year 2023-24 and 2022-23, is presented below:

( J in Lakh)

2. RESULT OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

Your Company is an ethnic snacks Company with an international footprint, selling Indian snacks and sweets. The Company product range includes six principal categories: bhujia, namkeen, packaged sweets, papad, western snacks as well as other snacks which primarily include gift packs (assortment), mathri range and cookies. Bikaneri Bhujia, is the flagship product of the Company. Your Company is the first ethnic snacks Company listed on the BSE Limited ("BSE") and National Stock Exchange of India Ltd. ("NSE") with a successful listing on November 16, 2022. As per the market capitalization list released by BSE and NSE, the ranking of your Company stood in the list of Top 500 Companies.

In pursuit of sustained growth and diversification, your directors are pleased to inform that the Company's strategic expansion into the Frozen Food category with a new production line has been established at our plant in Bikaner city in the month of November 2023. This move aligns perfectly with your Company's vision of growth and reflects commitment towards meeting the evolving needs of our customers.

This expansion strengthens our position in the marketplace by:

Expansion of Product Portfolio: By entering into the Frozen Food category, we can offer a wide range of high-quality products to our customers, catering their diverse preferences and convenience needs.

Enhancement of Capacity and Reach: The new production line at our plant in Bikaner allows to increase your Company's overall production capacity, enabling us to meet the growing demand for our products and expand our footprint in new market.

This strategic addition demonstrates our dedication to innovation and responsiveness to market trends. This initiative not only strengthens our product portfolio but also underscores our dedication to delivering excellence across every facet of our operations. Also, we are confident that this expansion will create significant value for our shareholders in the long term.

During the year under review, the Company's strong growth momentum continued and the Standalone Revenue from Operations for the financial year 2023-24 recorded at H 2,29,470.96 Lakh, marking a 18.02% increase over the previous financial years' Standalone Revenue from Operations of H1,94,438.79 Lakh.

The Profit after Tax of the Company for the current financial year reached at H 26,972.76 Lakh, compared to H13,843.48 Lakh in the previous financial year, demonstrating a significant growth of 94.90%. This achievement is attributed to strategic geographical expansions, cost optimization measures in sales and distribution and favorable market conditions.

Your Company is one of the fastest-growing Fast-Moving Consumer Goods ("FMCG") company in India, with its steadfast commitment to positively impact the communities within which it operates. Throughout the financial year 2023-24, our unwavering dedication to stakeholder development extended to uplifting marginalized segments of society. This achievement is attributed to strategic geographical expansions and favorable market conditions etc., underscoring our continued success and resilience.

CONSOLIDATED:

The Consolidated Financial Statements of the Company and its subsidiaries are prepared according to the specified Accounting Standards under Section 133 of the Companies Act, 2013 ("Act") and are included in this Annual Report. The Consolidated Revenue from Operations for the financial year 2023-24 reached at H 2,32,933.66 Lakh, representing a 18.48% increase over the previous financial years' Consolidated Revenue from Operations of H 1,96,607.22 Lakh. The Total Income of the Company for the current financial year stood at H 2,35,666.28 Lakh, compared to H 1,98,884.57 Lakh in the previous financial year, with a Profit after Tax of H 26,346.26 Lakh, as compared to H 13,585.03 Lakh in the previous financial year, demonstrating robust growth. This growth in revenue and profit is attributed to strategic expansions into new geographical markets and favorable market conditions etc., underscoring our persistent progress and adaptability.

For a comprehensive analysis of Company's operational performance, we direct your attention to the Management Discussion and Analysis Report, forming part of this Annual Report.

Furthermore, the audited financial statements, including the consolidated financial statements of the Company and audited accounts of each of its subsidiary(ies), together with relevant information and details, are conveniently accessible on our Company's website at https://www.bikaji.com/financials.

In the financial year 2021-22, our Company received approval under the 'Production Linked Incentive ("PLI") Scheme - Category-I, Segment-Ready to Cook/ Ready to Eat' introduced by the Ministry of Food Processing Industries (MOFPI). Under PLI, the Company is to make investment of H 43,873.84 Lakh in eligible capital assets upto March 31, 2024. This initiative involved substantial commitments from Company to spend H 21,596.90 Lakh, contract manufacturer has to spend H 12,998.74 Lakh, and our subsidiaries have to spend H 9,278.20 Lakh towards plant and machinery, associated infrastructure, technical civil work, with an extended timeline for committed expenditure till Fiscal 2024, as per the latest notification issued by the MOFPI.

During the financial year 2021-22, our Company also received approval for incentives related to international branding and marketing expenditures Scheme - Category III. The Company needs to be incurred in branding and marketing expenditure of H 1,297.00 Lakh from Fiscal 2022 to Fiscal 2026 under the PLI Scheme.

The commitment to spend a significant amount of H 45,170.84 Lakh under PLI Scheme, this initiative aims to enhance our global presence and competitiveness, with a maximum attainable incentive of H 26,138.90 Lakh under the PLI Scheme – Category-I, Segment-Ready to Cook/ Ready to Eat.

During the financial year 2023-24, the Company has fulfilled the conditions and also met defined incremental sales thresholds for the eligible products for the financial year 2021-22, 2022-23 and 2023-24. Accordingly, the Company has recognized PLI of H 9,305 Lakh (net) under other operating income during the year ended on March 31, 2024.

Also, during the year the Company has received an amount of H 2,857.00 under the PLI Scheme, after fulfilling the required conditions set by the MOFPI. During the preceding financial year 2022-23, the Company has received an amount of H 1,984.00 Lakh under the PLI Scheme.

This achievement underscores our operational efficiency and ability to meet government-mandated milestones, reinforcing our role as a key participant in initiatives aimed at fostering industrial growth and innovation.

During the financial year 2022-23, the Scheme of Amalgamation of Hanuman Agrofood Private Limited ("Transferor Company"), with Bikaji Foods International Limited ("Transferee Company") and their respective shareholders and creditors ("Scheme of Amalgamation") was filed with the National

Company Law Tribunal, Jaipur Bench ("NCLT") after getting approval from Board of Directors, marking a significant step towards consolidation and strategic growth.

Further, as per the directions issued by the Hon'ble NCLT, separate meeting of Equity Shareholders and Unsecured Creditors of Transferee Company was convened on Monday, September 25, 2023, through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM), where the Scheme of Amalgamation was approved with requisite majority.

Further, the Scheme of Amalgamation was sanctioned by Hon'ble NCLT. The certified true copy of the Order of Hon'ble NCLT has been filed with Registrar of Companies, Jaipur, Rajasthan on February 14, 2024 by both the Companies. Accordingly, the Scheme of Amalgamation has become effective from February 14, 2024 and Hanuman Agrofood Private Limited, the Wholly-Owned Subsidiary, has been merged with the Company and all the shares issued by the Transferor Company stood cancelled and extinguished. As per the Scheme of Amalgamation, the appointed date is April 01, 2022. Accordingly, the Company has given effect to the Scheme of Amalgamation from the appointed date i.e. April 01, 2022 in the financial statements for the year ended on March 31, 2024 by restating the previous year numbers in the financial statements as if the business combination had occurred from the beginning of the preceding period i.e. April 01, 2022.

In line with Company's strategic growth plan, the Company incorporated a new wholly-owned subsidiary, in the name of Bikaji Foods International USA Corp ("Bikaji USA") on July 10, 2023, in the State of New Jersey, USA. This subsidiary, focuses on trading of food items. This strategic expansion aims to enhance our business reach and solidify our distribution network within the USA territory.

The initial investment in Bikaji USA was made on July 10, 2023 of $ 2,00,000 (Two Lakh Dollar Only) comprised of 20,000 (Twenty Thousand) common stock of $10 (Ten Dollar Only) each. After that, the Company made an additional investment of $ 3,00,000 (Three Lakh Dollar Only) comprised of 30,000 (Thirty Thousand) common stock of $10 (Ten Dollar) each, bringing the total investment to $ 5,00,000 (Five Lakh Dollar Only).

Bikaji USA is operating as a wholesale trader, seller, and distributor of various food products, including snacks, namkeen, bread, biscuits, bakery products, confectionery and more.

The Company is pleased to inform a strategic investment in Bhujialalji Private Limited ("BPL"), a fast-growing player in the Indian FMCG sector. This acquisition, completed on July 19, 2023, aligns with our vision for business expansion and market leadership.

Through this strategic move, your Company have acquired equity stake of 49% in BPL, comprising of 9,608 (Nine Thousand Six Hundred and Eight) equity shares having face value of H 10 (Rupees Ten Only) each and 396 (Three Hundred and Ninety-Six) Compulsorily Convertible Debentures (CCDs) having face value of H 10 (Rupees Ten Only) each. Consequently, BPL now operates as an associate of the Company.

BPL specializes in the manufacturing and trading of bhujia, namkeen, and snacks under the brand name of "BHUJIALALJI". They have established a presence in India's leading modern trade, e-commerce, and quick-commerce channels. This acquisition allows us to leverage their expertise and brand recognition, further strengthen our FMCG portfolio, and solidify our position within the Indian market.

During the financial year 2023-24, the Company has acquired a equity stake of 51% in Bikaji Mega Food Park Private Limited ("BMFPPL") on August 10, 2023. Subsequently, BMFPPL has transitioned into a subsidiary of the Company, marking a noteworthy milestone in our strategic expansion initiatives.

The acquisition of BMFPPL was made with an intent of better expansion of business and branding of ‘Bikaji' Brand, along with owning, promoting, establishing, participating, developing, improving and sponsoring all kinds of sports.

. TRANSFER TO RESERVES:

During the financial year 2023-24, the Company has not transferred amount to any reserve and the Board of Directors have decided to retain the entire profit of H 26,972.76 Lakh in the Statement of Profit and Loss.

. DIVIDEND:

The Dividend Distribution Policy of the Company serves to strike a delicate balance between rewarding the shareholders through dividend and retaining profits within the business for growth and strategic purposes. It reflects the Company's commitment to maximizing shareholder value while ensuring the availability of adequate funds to fuel the Company's growth trajectory.

In line with this policy and our commitment towards shareholders value creation, the Board of Directors of your Company are pleased to recommend a final dividend for the financial year 2023-24 of H 1.00 (Rupee One Only) per equity share i.e., 100% of face value of H 1.00 (Rupee One Only) per equity share, totaling of H 25,03,82,180 (Rupees Twenty Five Crore Three Lakh Eighty Two Thousand One Hundred and

Eighty Only), in their meeting held on May 23, 2024. This recommendation is subject to the approval of the Members at the ensuing 29^th Annual General Meeting ("AGM") of the Company and shall be subject to tax deduction at source.

Furthermore, the declaration of dividend is pursuant to the Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and is in accordance with the Dividend Distribution Policy of the Company. During the financial year 2023-24, there were no changes in the parameters of Dividend Distribution Policy of the Company and the policy is readily accessible on the Company's website at https://www.bikaji.com/ governance#policies

5. ARTICLES OF ASSOCIATION:

During the year under review, your Company has altered its Articles of Association ("AOA"). In a meeting held on May 23, 2023, the Board of Directors have recommended certain amendments to specific clauses for consideration and approval thereon by the Members at the 28^th AGM of the Company.

We are pleased to inform that the proposed amendments to the AOA were successfully approved by Members, through Special Resolution passed at the 28^th AGM held on August 17, 2023. This alteration is in compliance with the provisions outlined in the Act, Listing Regulations and any other applicable laws.

The Company has duly adopted the revised Articles of Association, ensuring compliance with the regulatory mandates and reinforcing governance standards and it will further strengthen the corporate governance framework and compliance practices.

6. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of our Board of Directors reflects a steadfast commitment to governance excellence, adhering to the requirements outlined in Section 149 of the Act and Regulation 17 of the Listing Regulations. We pride ourselves on maintaining a balanced and diverse Board structure, comprising a thoughtful balance of Executive and Non-Executive Directors, with 1 (One) Woman Independent Director and more than half of the Board of Directors comprising of Independent Directors.

The appointment of new Director undergoes rigorous scrutiny, headed by the Nomination and Remuneration Committee ("NRC"), which accurately assesses requisite skills, experience, and competencies in alignment with the Company's operational landscape. The Board, acting on the NRC's recommendations, independently evaluates and confirms appointments based on merits, while also prioritizing diversity across various dimensions, including gender, age, cultural background, education, ethnicity and more.

During the year under review, based on the NRC's recommendation, the Board of Directors at their meeting held on November 06, 2023 appointed Mr. Sunil Sethi (DIN: 08259108), as an Additional Non-Executive and Independent Director of the Company with effect from November 06, 2023. Furthermore, in line with the requirements of the Act, Secretarial Standards and Listing Regulations and in consonance with the AOA of the Company and based on the recommendations made by the Nomination and Remuneration Committee and Board of Directors at their meeting held on November 06, 2023, the Members of the Company approved the appointment of Mr. Sunil Sethi (DIN: 08259108), as a Non-Executive and Independent Director of the Company for a term of 5 (Five) consecutive years, on the board of the Company effective from November 06, 2023, by way of Special Resolution passed through Postal Ballot on January 18, 2024.

As on March 31, 2024, our Board comprises of

9 (Nine) Directors, including 3 (Three) Executive Directors (including 1 (One) Woman Director), 1 (One) Non-Executive and Non-Independent Director and

5 (Five) Non-Executive and Independent Directors (including 1 (One) Independent Woman Director) with representation from diverse regional and industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge and skills including expertise in financial, diversity, global business, leadership, intellectual property rights, mergers and acquisitions, Board service and governance, sales and marketing, Environmental, Social and Governance (ESG), risk management and other domain expertise. The Board affirms that the appointed Independent Directors are individuals of impeccable repute, integrity and possess the requisite acumen in their respective domains.

None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.

1. Mr. Deepak Agarwal (DIN: 00192890), Managing Director of the Company has successfully completed his tenure as a Managing Director of the Company on January 31, 2024. Pursuant to the provisions of the Act, AOA of the Company, performance evaluation and based on the recommendation of the NRC and the Board of Directors of the Company, the Members of the Company at their 28^th AGM held on August 17, 2023, through Special Resolution had approved the re-appointment of Mr. Deepak Agarwal (DIN: 00192890) as a Managing Director of the Company for a further period of 3 (Three) years effective from February 01, 2024 till January 31, 2027.

2. Mrs. Shweta Agarwal (DIN: 00619052), Whole-Time Director of the Company has successfully completed her tenure as a Whole-Time Director of the Company on January 31, 2024. Pursuant to the provisions of the Act, AOA of the Company, performance evaluation and based on the recommendation of the NRC and the Board of Directors of the Company, the Members of the Company at their 28^th AGM held on August 17, 2023, through Special Resolution had approved the re-appointment of Mrs. Shweta Agarwal (DIN: 00619052) as a Whole-Time Director of the Company for a further period of 3 (Three) years effective from February 01, 2024 till January 31, 2027.

3. Mr.ShivRatanAgarwal(DIN:00192929),Chairman and Whole-Time Director of the Company was appointed as Managing Director of the Company w.e.f. May 01, 2020 and was re-designated as a Chairman cum Whole-Time Director w.e.f. September 01, 2021 and will be successfully completing his tenure as a Chairman and Whole-Time Director of the Company on April 30, 2025. Pursuant to the provisions of the Act, AOA of the Company, performance evaluation and based on the recommendation of the NRC, the Board of Directors of the Company at their meeting held on July 24, 2024 approved the re-appointment of Mr. Shiv Ratan Agarwal (DIN: 00192929), as a Chairman and Whole-Time Director for a further period of 3 (Three) years effective from May 01, 2025 to April 30, 2028, subject to the approval of the Members of the Company by way of Special Resolution at the ensuing 29^th AGM.

In accordance with the Section 152(6) of the Act, read with the rules made thereunder and as per the AOA of the Company, Mrs. Shweta Agarwal (DIN: 00619052), Whole-Time Director of the Company is liable to retire by rotation at the ensuing 29^th AGM of the Company and being eligible has offered herself for re-appointment. The Board has recommended her re-appointment at the ensuing AGM. A brief resume of the directors being appointed/ re-appointed, 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, etc., have been furnished in the explanatory statement accompanying the notice of the ensuing AGM of the Company.

Mr. Shiv Ratan Agarwal was liable to retire by rotation in the preceding 28^th AGM, held on August 17, 2023. Subsequently, the Members of the Company approved the re-appointment of Mr. Shiv Ratan Agarwal. His continued service underscores his commitment to the Company's objectives and governance standards.

Mr. Vipul Prakash (DIN: 00380769), who served as a Non-Executive and Independent Director resigned from the Board of the Company, with effect from July 07, 2023, due to pre-occupation and other professional commitments.

We are committed towards fostering transparency and ensuring shareholders have access to information about the Board members, who guide the Company into strategic direction. The detailed profile of our directors is available on the website of the Company at https://www.bikaji.com/governance#board. This offers valuable insights into the background and capabilities of our esteemed Board members.

Duringtheyearunderreview,theCompanyexperienced stability in the Key Managerial Personnel ("KMP") of the Company and there were no changes in the KMP. This continuity in leadership has been instrumental in driving focus and ensuring smooth operations. Our dedicated KMPs possesses the necessary expertise and experience to guide the Company towards its strategic objectives. We are confident that this stability will continue to be a valuable asset as we pursue further growth and success.

During the financial year 2023-24, the Board met 4 (Four) times. The details of board meetings, including attendance of the Directors are provided in the Corporate Governance Report, forming part of this Annual Report.

During the year under review, the Board, in alignment with the Listing Regulations and with a commitment to enhancing governance standards, had re-constituted certain existing Committees to reinforce independence within the Company's governance framework.

Emphasizing the importance of good corporate governance practices, in statutory Board Committees majority members comprises of Independent Directors. This composition ensures independent and objective decision-making within these critical committees. It is worth noting that there were no instances, where the Board has not accepted any recommendation of the Committees.

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

During the year under review, the Independent Directors met on March 15, 2024 without the attendance of Non-Independent Directors and members of the management inter-alia, to:

Review the performance of 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 and Non-Executive Directors.

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

7. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received individual declarations from each Independent Director, as mandated by Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

These declarations confirms that they meet the criteria of independence as outlined in the Act and Listing Regulations and are not disqualified from continuing as Independent Directors and have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs.

The Independent Directors of the Company have complied with the Code for Independent Directors, outlined in the Schedule IV of the Act. Based on the declarations received from the Independent Directors, the Board of Directors has duly recorded their opinion that all the Independent Directors are independent of the management and have fulfilled all the requisite conditions stipulated under the governing provisions of the Act, in conjunction with the accompanying rules and the Listing Regulations.

TheCompanyplacessignificantemphasisonthefamiliarization programmes of the Independent Directors. Details regarding the familiarization programs provided to Independent Directors are comprehensively outlined in the Corporate Governance Report, forming part of this Annual Report.

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

As required to be reported pursuant to the Section 134(3) (q) of the Act, read with the Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company throughout the financial year 2023-24 and the Company steadfastly continues its existing business activities without any deviations.

This consistency in the business operations underscores the Company's commitment to its core objectives and strategies. It reflects the stability and resilience of the Company's business model, reinforcing its position within the industry landscape. As a result, stakeholders can maintain confidence in the Company's sustained focus and direction in pursuing its established business endeavors.

9. 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:

There were 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. Consequently, there are no specific details to be provided or disclosed in this regard.

This stability in the Company's financial position underscores its prudent management and adherence to strategic planning. As such, shareholders and investors can maintain confidence in the Company's financial stability and trajectory.

As on March 31, 2024, the Authorized Share Capital of the Company witnessed an increase from H 30,00,00,000 (Rupees Thirty Crore Only) divided into 30,00,00,000 (Thirty Crore) Equity Shares having face value of H 1 (Rupee One Only) each to 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 (Rupee One Only) each. This augmentation is due to the successful amalgamation of Hanuman Agrofood Private Limited ("Transferor Company"), Wholly-Owned Subsidiary of the Company with Bikaji Foods International Limited ("Transferee Company"). This amalgamation became operational, and effective upon filing of e-Form INC-28 on February 14, 2024 with the Registrar of Companies, Jaipur and led to cessation of existence of Transferor Company as a separate entity.

Furthermore, the Scheme of Amalgamation stipulated that the authorized capital of the Transferee Company shall, automatically increase from H 30,00,00,000 (Rupees Thirty Crore Only) divided into 30,00,00,000 (Thirty Crore) Equity Shares having face value of H 1 (Rupee One Only) each to 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 (Rupee One Only) each, upon the Scheme coming into effect, without any further act or deed.

As on March 31, 2024, the Issued, Subscribed and Paid-up Share Capital of the Company increased from H 24,95,09,880 (Rupees Twenty-Four Crore Ninety-Five Lakh Nine Thousand Eight Hundred and Eighty Only) divided into 24,95,09,880 (Twenty-Four Crore Ninety-Five Lakh Nine Thousand Eight Hundred and Eighty) Equity Shares having face value of H 1 (Rupee

One Only) each to H 25,03,82,180 (Rupees Twenty-Five Crore Three Lakh Eighty Two Thousand One Hundred and Eighty Only) divided into 25,03,82,180 (Twenty-Five Crore Three Lakh Eighty Two Thousand One Hundred and Eighty) Equity Shares having face value of H 1 (Rupee One Only) each, with the augmentation occurring thrice in the financial year 2023-24 as a result of allotment of equity shares under Employee Stock Option Schemes.

Details of shares allotted during the financial year 2023-24 are as follows:

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 (Rupee One Only) each, ranking pari passu.

("SEBI SBEB & SE Regulations") and was ratified by the member through postal ballot on March 02, 2023. Additionally, we received the "In-Principal Approval" from the National Stock Exchange of India Ltd. and BSE Limited, dated April 18, 2023 and April 19, 2023, respectively, for the issuance of equity shares under the ESOP Schemes.

The primary objectives behind these schemes include attracting and retaining the high-performing talent, incentivizing employees to align their efforts with the Company's objectives and fostering increased engagement in the Company's growth trajectory.

Scheme-I encompasses 45,00,000 (Forty-Five Lakh) options convertibles into equity shares, while Scheme-II comprises 5,00,000 (Five Lakh) options convertibles into equity shares. These schemes are pivotal in motivating employees and fostering a culture of ownership and commitment within the organization, thereby driving sustainable growth and success.

A summary of options under Scheme-I and Scheme-II as on March 31, 2024 is as under:

For comprehensive disclosures concerning 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 is provided in the "Annexure-1" of this report.

Additionally, disclosures mandated under Regulation 14 of the SEBI SBEB & SE Regulations have been made available on the Company's website at https://www.bikaji.com/

25,03,82,178 (Twenty-Five Crore Three Lakh Eighty-Two Thousand One Hundred and Seventy-Eight) equity shares of the Company, as on March 31, 2024, representing 99.99% of the total equity shares, were held in dematerialized form and 2 (Two) equity shares were held in physical form by 1 (One) Member of the Company. We are committed to facilitating a seamless transition to dematerialization.

The equity shares of the Company are frequently traded at BSE Limited and National Stock Exchange of India Ltd., underscoring the robust market demand and liquidity of the Company's shares.

Further insights into the Company's shareholding structure and trading activity are detailed in the Corporate Governance Report, forming part of this Annual Report.

The Company is committed to ethical conduct and transparency in all its business dealings. To uphold these values and in compliance with the Section 177(9) and 177(10) of the Act, read with 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 "Whistle Blower Policy" which provides framework to Directors and employees to report instances of unethical behavior, fraud, mismanagement and violations of the Code of Conduct of the Company across all business activities. The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanisms and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Detailed information regarding the Whistle Blower Policy is outlined within the Corporate Governance Report, forming part of this Annual Report. The Policy is also readily available on the website of the Company at https://www. bikaji.com/governance#policies.

In adherence to the Regulation 17(5) of the Listing Regulations, the Company has instituted a robust Code of Conduct for Board of Directors and Senior Management Personnel of the Company ("Code"). All Board members and senior management have affirmed their compliance with the Code for the financial year 2023-24. A declaration confirming this compliance, signed by the Managing Director of the Company, is annexed in the Corporate Governance Report, forming part of this Annual Report.

The Code emphasizes the importance of honest, fair and ethical conduct, requiring directors and senior management to uphold integrity and professionalism in all business dealings, and also mandates respectful and courteous behavior. The Code is readily accessible on the Company's website at https://www.bikaji.com/governance#policies, underscoring the Company's commitment to transparency and ethical governance practices.

There are no significant and material orders passed by the Regulators/ Courts/ Tribunals that would impact the going concern status of the Company and its future operations.

As on April 01, 2023, the Company had 4 (Four) unlisted subsidiary companies inclusive of 2 (Two) wholly-owned subsidiaries. However, throughout the financial year 2023-24, following changes occurred:

A new wholly-owned subsidiary ("WOS"), Bikaji Foods International USA Corp was incorporated in the state of New Jersey, USA on July 10, 2023;

Acquisition of 49% equity stake in Bhujialalji Private Limited on July 19, 2023;

Acquisition of 51% equity stake in Bikaji Mega Food Park Private Limited on August 10, 2023;

Amalgamation of Hanuman Agrofood Private Limited with Bikaji Foods International Limited with effect from February 14, 2024

As on March 31, 2024, the Company had following 5 (Five) subsidiaries and 1 (One) Associate Company, inclusive of 2 (Two) Wholly-Owned Subsidiaries and there is no material subsidiary.

1. Petunt Food Processors Private Limited

2. Vindhyawasini Sales Private Limited (WOS)

3. Bikaji Maa Vindhyawasini Sales Private Limited

4. Bikaji Foods International USA Corp (WOS)

5. Bikaji Mega Food Park Private Limited

1. Bhujialalji Private Limited

Your Company does not have a Joint Venture.

The detailed information regarding the subsidiaries and associate Companies are as follows:

Petunt Food Processors Private Limited (PFPPL): With a 51.22% equity stake held by the Company, PFPPL is currently engaged in the business of manufacturing, processing, preparing, preserving, refining, buying, selling, packing, re-packing, labeling, sorting, grading directly or sub-contracting in all type of food and related products.

Vindhyawasini Sales Private Limited (VSPL): 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.

Bikaji Maa Vindhyawasini Sales Private Limited (BMVSPL): With a 51% equity stake held by the Company, BMVSPL is engaged in the business of Wholesale Traders, sellers, distributors, stockiest, CNF agent, commission agents, importers and exporters of all types and kinds of snacks, namkeen, bread, biscuits, bakery products, confectionery and other foods products. Your directors expect a substantial growth in terms of sales in due course in the state of Bihar and eastern India.

Bikaji Foods International USA Corp (Bikaji USA): During the financial year 2023-24, your Company has incorporated a new wholly-owned subsidiary in the name of Bikaji Foods International USA Corp on July 10, 2023, in the state of New Jersey, USA, in which Company has 100% stake i.e., 50,000 (Fifty Thousand) common stocks of $10 (Ten Dollars Only) each aggregating to $ 5,00,000 (Five Lakh Dollars Only). Bikaji USA is engaged in the business of Wholesale Traders, sellers, distributors of all types and kinds of snacks, namkeen, bread, biscuits, bakery products, confectionery and other foods products. The object is better expansion of the business, increasing export and further strengthen the distribution network of the Company in USA Territory. Your directors expect a substantial growth in the USA market.

Bikaji Mega Food Park Private Limited (BMFPPL):

During the financial year 2023-24, your Company has acquired a equity stake of 51% i.e., 5,100 (Five Thousand and One Hundred) equity shares having face value of H 10 (Rupees Ten Only) each of BMFPPL, by way of acquisition on August 10, 2023. BMFPPL is primarily involved in the business of FMCG and development, design, construction, marketing and operation and maintenance of the Food Processing Park and owning, promoting, establishing, participating, developing, improving and sponsoring all kind of sports. The object is marketing and branding of the "Bikaji" brand which will help in expansion of business.

ASSOCIATE

Bhujialalji Private Limited (BPL): During the financial year 2023-24, your Company has acquired equity stake of 49% in BPL, by way of acquisition on July 19, 2023. BPL is engaged in the business of FMCG and is a manufacturer and trader of bhujia, namkeen and snacks under the Brand name of "BHUJIALALJI" and has presence in India in leading modern trade, e-commerce and q-commerce. The object behind the said acquisition is better expansion of business and to further strengthen the position of the Company.

In accordance with the Section 136 of the Act, the audited financial statements, including the consolidated financial statements along with related information of the Company and audited accounts of each of its subsidiaries and associate Company, are available on Company's website at https://www.bikaji. com/financials#.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement in AOC-1 containing salient features of the financial statement of the Subsidiaries/ Associates/Joint Ventures is annexed as "Annexure-2" of this report. The particulars of the financial performance of the said subsidiaries and associate company are provided as part of the consolidated financial statement and hence not repeated herein for the sake of brevity.

The Management Discussion and Analysis Report for the year under review, in accordance with the Regulation 34(2) (e), read with Part B of Schedule V of the Listing Regulations, is set out in this Annual Report.

The Report offers a comprehensive analysis and interpretation of the Company's financial performance, operational highlights, key achievements, challenges faced, and strategic outlook for the future, which helps stakeholders to gain insights into the Company's performance and prospects, facilitating informed decision-making and fostering transparency and accountability.

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

During the year under review, your Company has complied with the applicable Secretarial Standards as issued and amended, from time to time, by the Institute of Company Secretaries of India ("ICSI") in terms of Section 118(10) of the Act.

In compliance with the requirements of Section 92(3), read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2024 is placed on the website of the Company and can be accessed at https://www.bikaji. com/others#annual-return.

In accordance with the provisions outlined in Section 178 of the Act, along with the accompanying Rules and Regulation 19 of the Listing Regulations, the Company established a robust Nomination and Remuneration Policy governing the appointment, remuneration and other related matters of the Directors, Key Managerial Personnel (KMP), Senior Management of the Company. The Policy, inter-alia, delineates criteria for appointment and remuneration, taking into consideration various factors such as qualifications, experience, performance evaluations, responsibilities, industry benchmarks and the financial position of the Company.

The remuneration decisions are made with careful deliberation, ensuring alignment with Company objectives and market standards. The salient features of the Nomination and Remuneration Policy are elaborated in the Corporate Governance Report, forming part of this Annual Report, fostering transparency and accountability in governance practices. Additionally, stakeholders can access this policy on Company's website at https://www. bikaji.com/governance#policies.

As a testament to Company's dedication to upholding good corporate governance standards, your Company adheres to stringent practices outlined in Regulation 34 of the Listing Regulations, read with Para C of the Schedule V mentioned therein. A separate comprehensive Report on Corporate Governance is included in this Annual Report, detailing the Company's governance structure, policies and practices.

Moreover, to affirm the compliances of corporate governance as per the Listing Regulations, your Company has obtained a certificate from M/s V. M. & Associates, Company Secretaries. This certificate underscores the Company's commitment to transparency, integrity and accountability in its operations. Together,theCorporateGovernanceReportandthecompliance certificate exemplify your Company's unwavering dedication to fostering trust and confidence among stakeholders.

At Bikaji, significant emphasis is placed on fulfilling its environmental, social and governance (ESG) responsibility, considering them intrinsic to its business ethos. In alignment with this commitment, the Company has prepared a comprehensive Business Responsibility and Sustainability Report ("BRSR") for the financial year ended on March 31, 2024, as mandated by the Regulation 34(2) (f) of the Listing Regulations, forming part of this Annual Report, providing a detailed account of the Company's initiatives and performance across environmental, social, and governance dimensions.

BRSR includes details on performance against the 9 (Nine) principles of the National Guidelines on Responsible Business Conduct and a report under each principle.

The Company operates under a robust Nomination and Remuneration Policy, as approved by the NRC and subsequentlyadoptedbytheBoard.ThisPolicyencompasses various aspects, including appointment criteria, remuneration structures, and performance evaluation mechanisms for both Executive and Non-Executive Directors, including Independent Directors, as mandated by the provisions of the Act and Listing Regulations. The detailed evaluation process for the Board, its Committees, and individual Directors, including Independent Directors have been provided under the Corporate Governance Report, forming part of this Annual Report.

This comprehensive approach underscores the Company's commitment to fostering transparency, accountability, and effective governance practices, aligning with regulatory requirements and industry best practices.

Pursuant to Section 134(5) of the Act, the Board of Directors of the Company to the best of their knowledge and belief and according to the information and explanations obtained by them, confirms that-

(a) in the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards had been followed along with proper explanation 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, 2024 and of the profit and loss of the company for the financial year ended on March 31, 2024;

(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, 2024 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.

M/s M S K A & Associates, Chartered Accountants (Firm Registration No.: 105047W) and M/s M Surana & Company, Chartered Accountants (Firm Registration No.: 015312C) were appointed as the Joint Statutory Auditors of the Company at the 24^th AGM of the Company held on September 30, 2019, to hold office for 5 (Five) consecutive years from the financial year 2019-20 upto the financial year 2023-24, i.e. till the conclusion of the 29^th AGM, to be held on September 25, 2024, at such remuneration, as fixed by the Board of Directors of the Company. They have audited the financial statements of the Company for the financial year 2023-24, ensuring a fair and accurate representation of the Company's financial position.

The Joint Statutory Auditors have affirmed their eligibility to serve as the Auditors of the Company for the financial year 2023-24, as stipulated under Sections 139 and 141 of the Act and relevant rules made thereunder.

During the year under review, no instances of fraud was reported by the Joint Statutory Auditors in their Audit Report under Section 143(12) of the Act. Hence, no further disclosure is necessitated under Section 134(3) of the Act.

The notes on financial statement referred in the Auditor's Report are self-explanatory and do not call for any further comments. Importantly, the Auditor's Report does not contain any qualification, reservation or adverse remark. The Statutory Auditors in their report for the financial year 2023-24 have given unmodified opinion.

As the term of 5 (Five) consecutive years of the current Joint Statutory Auditors will be completed at the conclusion of the ensuing 29^th AGM of the Company, M/s M S K A & Associates and M/s M Surana & Company, will be retired as the Joint Statutory Auditors of the Company.

Further, M/s M S K A & Associates has completed their first term as a Statutory Auditor of the Company, hence they are eligible for re-appointment as a Statutory Auditor of the Company for second term i.e., for a period of 5 (Five) consecutive years. Whereas, M/s M Surana & Company has completed their second term as a Statutory Auditor of the Company, hence, they are not eligible for re-appointment as a Statutory Auditor of the Company, as per the provisions of the Section 139 of the Act.

In light of the same and following due process as per the Act and recommendations made by Audit Committee, the Board of Directors at their meeting held on July 24, 2024 has approved the re-appointment of M/s M S K A & Associates, Chartered Accountants (Firm Registration No.: 105047W) and appointment of M/s Ashok Shiv Gupta & Co., Chartered Accountants (Firm Registration No.: 017049N), as the Joint Statutory Auditors of the Company, subject to the Member's approval by way of Ordinary Resolution at the ensuing 29^th AGM. The Joint Statutory Auditors will serve for a term of 5 (Five) consecutive years, commencing from the conclusion of 29^th AGM till the conclusion of 34^th AGM of the Company (i.e., from financial year 2024-25 to 2028-29).

In compliance with the Section 139 and 141 of the Act, the consent letter and eligibility certificate are duly obtained from the proposed Joint Statutory Auditors, confirming their willingness to conduct the Statutory Audit, including Limited Reviews of the Company from the financial year 2024-25 till the financial year 2028-29.

Pursuant to the statutory requirements outlined in Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, M/s S.K. Joshi & Associates, Company Secretaries (Firm Registration No.: P2008RJ064900) was appointed as the Secretarial Auditor, to conduct the Secretarial Audit of the Company for the financial year 2023-24.

Following due process, the Board of Directors re-appointed M/s S.K. Joshi & Associates, Company Secretaries, at their meeting held on May 23, 2024, to continue as the Secretarial Auditor and carry out the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report, issued in Form MR-3 by M/s S.K. Joshi & Associates, Company Secretaries, for the financial year ended on March 31, 2024 has been duly received. The report does not contain any qualification, reservation or adverse remark, reflecting a comprehensive and compliant audit process. Moreover, during the period under review, no instances of fraud were reported by the Secretarial Auditor in their Audit Report under Section 143(12) of the Act. Hence, no further disclosure is necessitated under Section 134(3) of the Act.

In adherence to regulatory guidelines and for detailed review, Secretarial Audit Report issued in Form MR-3 had been annexed as "Annexure-3" to this Report, ensuring transparency and compliance with the statutory obligations.

The Company prioritizes robust internal controls through a dedicated internal audit function, and in line with the stipulations of Section 138 of the Act and rules made thereunder and applicable regulations of the Listing Regulations, M/s SSVA & Co., Chartered Accountants, (Firm Registration No. 022884N), were duly appointed by the Board of Directors as the Internal Auditors of the Company.

Throughout the financial year, the Audit Committee of the Board, alongside the Statutory Auditor and Management, received periodic updates on the findings of the Internal Audit. The Company demonstrated its commitment to enhancing internal processes by diligently implementing the suggestions and recommendations provided by the Internal Auditor.

It's noteworthy that during the period under review, no instances of fraud were reported by the Internal Auditor, in their Audit Report, as mandated by Section 143(12) of the Act. Hence, no further disclosure is necessitated under Section 134(3) of the Act.

The Board at its meeting held on July 24, 2024, based on the recommendation of Audit Committee, appointed Mr. Saurabh Kumar Agrawal as the Internal Auditor of the Company with effect from July 24, 2024, in place of M/s SSVA & Co., Chartered Accountants, due to their resignation.

The Company is dedicated to fulfilling its social responsibility and giving back to the society in which it operates. The Company has constituted CSR Committee in compliance with Section 135 of the Act, the details of which have been mentioned in the Corporate Governance Report, forming part of this Annual Report.

As per the stipulations set forth in the Act, along with the Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has compiled the Annual Report on CSR activities, which is furnished in "Annexure-4" of this Report. In adherence to the statutory requirements, the Company has adopted a robust CSR Policy, aligning with the provisions of the Act. This comprehensive CSR

Policy encompasses objectives, scope and areas of CSR activities, mechanisms for implementation and monitoring, allocation of CSR budget, as well as framework for reporting and disclosures.

For the benefit of stakeholders and interested parties, the complete CSR Policy is made readily accessible on the Company's website at https://www.bikaji. com/governance#policies. Our CSR efforts reflect a genuine desire to contribute meaningfully for the well-being of society.

Pursuant to the provisions of Section 186 of the Act, particulars of Loans and Guarantees given and Investments made are provided in the Financial Statements, read together with the notes annexed thereto and forms an integral part of the financial statements.

At Bikaji, we prioritize the highest ethical standards, transparency and accountability. This commitment extends to our approach towards the Related Party Transactions ("RPT"). In the past, the Company had only entered into RPT which were in the ordinary course of business and at arm's length basis.

We are pleased to report that all RPT undertaken during the financial year 2023-24, complied with statutory requirements. These transactions were conducted in the ordinary course of business and on an arm's length basis, adhering to Section 188 of the Act, relevant rules and Regulation 23 of the Listing Regulations.

During the year under review, all RPT received prior approval from the Audit Committee and the same were also approved by the Board. Your Company has not entered into any contracts, arrangements or transactions with related parties which could be considered material in terms of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under 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 operations, the Board and the Audit Committee at their meeting held on February 02, 2024, have granted omnibus approval for transactions of repetitive nature and that are in ordinary course of business with related parties during the financial year 2024-25. However, all related party transactions will continue to be presented to the Audit Committee on a quarterly basis for review. Disclosures concerning related party transactions have been incorporated in the Note No. 36 of the Financial Statements, forming part of this Annual Report, adhering to Indian Accounting Standards (Ind AS) – 24.

The Company has formulated a Policy on dealing with Related Party Transactions. The Policy outlines procedures to prevent potential conflicts of interest between the Company and its stakeholders. For review, the Policy is available on the website of the Company at https://www. bikaji.com/governance#policies

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in "Annexure-5" of this report.

Bikaji upholds a zero-tolerance policy towards all forms of discrimination and harassment, including sexual harassment and is dedicated to fostering a healthy and inclusive environment within its workplace. In alignment with the requirements stipulated under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has instituted an Anti-Sexual Harassment Policy for the Prevention of Sexual Harassment at the Workplace. This policy underscores the Company's commitment towards safeguarding positive and safe work environment for our employees. The complete policy is available on the Company's website at https://www.bikaji.com/ governance#policies.

In accordance with the Section 4 of the POSH Act, Bikaji had constituted an Internal Complaints Committee (ICC) tasked with addressing complaints related to sexual harassment.

The summary of the complaints received and disposed of during the financial year 2023-24 is provided herein below:

By prioritizing the prevention and redressal of sexual harassment at workplace, Bikaji reaffirms its commitment to upholding the rights and dignity of every individual within its workforce.

Your Company remains steadfast in its commitment to enhancing the quality of its products, ensuring the delivery of superior, safe, and compliant offerings to its consumers. The Company takes pride in the certification of its manufacturing units by accredited third-party entities, in alignment with the ISO 22000:2018 standard. This certification underscores the Company's dedication to upholding stringent food safety and quality standards throughout its operations.

In Bikaji's ongoing pursuit of excellence in food safety and quality, your Company has developed sustainable systems and processes to uphold the highest standards of food safety and hygiene. A dedicated Quality Assurance team spearheads process change management, implementation, and adherence across the organization. The team diligently monitors quality and productivity enhancements through comprehensive checks on incoming raw materials, in-process, and final products. Moreover, the implementation of a quality module in the Enterprise Resource Planning (ERP) system enhances transparency in quality checks and facilitates the dissemination of results to all stakeholders.

Demonstrating our unwavering commitment to quality and food safety, the Company conducts periodic internal and external audits of its manufacturing facilities and management systems. These audits are based on the criteria outlined in international standards such as FSMS (Food Safety Management System), BRCGS (British Retail Consortium Global Standards) and QMS (Quality Management System), ensuring compliance with all relevant regulations governing the manufacture, storage, distribution, and labeling of products. Bikaji also complies with all applicable rules and regulations under the Food Safety and Standards Act, 2006, including Legal Metrology requirements. By adhering to international quality standards and certifications, Company reaffirms its dedication to delivering products of the highest caliber to its consumers.

To further solidify our commitment to excellence, your Company adheres to internationally recognized quality standard certifications, including ISO 22000, BRCG, APEDA, EIC and HALAL. By prioritizing these practices, we consistently deliver exceptional food products that meet the highest standards for safety, quality, and consumer satisfaction.

Your Company has always believed that employees are its greatest strength and key to the Company's sustainable growth and success. A multitude of initiatives were undertaken throughout the year to ensure that the work environment fosters high performance, inclusivity, respect, empathy, and employees are provided with opportunities for their development.

With a workforce of 2,559 permanent employees as on March 31, 2024, drawn from diverse social, economic, and geographic backgrounds, the Company emphasizes the integral role of its employees in its growth and overall development. Through skill enhancement initiatives and a meritocratic environment, the Company aims to optimize employee potential, efficiency, and competency. Maintaining harmonious industrial relations, fostering gender diversity, and supporting community development underscore the Company's commitment to proactive employee relations.

Weprioritizebuildingstrongteamsbyattractingandretaining skilled professionals across all functions. Recognizing employees as its most valuable asset, the Company fosters an open, transparent, and meritocratic culture. It acknowledges the pivotal role of engaged employees in driving growth and achieving excellence, leveraging the 5Ps – People, Policy, Process, Performance, and Productivity for business advancement and consumer satisfaction.

The implementation of the Bikaji Employees Stock Option Scheme 2021 - Scheme I and Bikaji Employees Stock Option Scheme 2021 - Scheme II underscores the Company's commitment to talent retention and alignment of individual objectives with organizational goals. These Schemes enables permanent employees to become Company's shareholders by granting them, the opportunity to hold shares of the Company.

During the financial year 2023-24, on the basis of recent development and including operational and financial performance of the Company, ICRA Limited, Credit Rating Agency has re-affirmed rating on May 23, 2024 as follows:

The information and disclosures pertaining to ratio of the remuneration of each director to the median employee's remuneration and such other details, as specified in Section 197(12) of the Act, read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure-6" of this report.

The Company maintains robust framework of internal financial controls aligned with the scale and complexity of its operations. The internal financial controls have been designed in the interest of all its stakeholders by providing an environment which is facilitative to conduct its operations and take care of, inter alia, financial and operational risk with emphasis on integrity and ethics as part of work culture. These controls encompasses of verification of entity level, process level and IT controls, ensuring the accuracy and completeness of accounting records, fraud prevention, and timely financial reporting. Regular evaluations during the year, affirmed the effectiveness of these controls.

Furthermore, an independent firm of Chartered Accountants conducts internal audit periodically and presents report to the Audit Committee of the Company. These internal control system, coupled with rigorous internal audit procedures, provide reasonable assurance to the Statutory Auditors regarding the reliability of financial reporting and compliance with the applicable Indian Accounting Standards (Ind AS), Companies Act and its rules, SEBI Regulations and other relevant regulations.

A detailed overview of the internal financial controls and their adequacy is provided in the Management Discussion and Analysis Report, forming part of this Annual Report.

The Company is dedicated towards health and safety standards in line with regulatory requirements, licenses, and certifications. Through our health and safety policy, we prioritize the well-being of our employees and those working under our management. We remain committed to fostering a secure work environment and providing appropriate healthcare benefits to our employees, along with guidance on occupational health and safety.

Recognizing the environmental impact of plastic waste, particularly in light of regulatory changes, the Company has taken proactive steps to address this issue. We have partnered with a Waste Management Company equipped to handle plastic waste responsibly, ensuring compliance with regulations and fulfilling our environmental commitments. This strategic partnership underscores our commitment to environment sustainability and responsible waste management practices.

The Company has established robust financial, operational, and compliance controls integrated within its business processes. A dedicated Risk Management Committee, overseen by the Board, is tasked with formulating, implementing, and monitoring the risk management plan. This Committee ensures the effectiveness of risk management measures, with additional oversight from the

Audit Committee on financial risks and controls. Major risks identified by the business and functions are systematically addressed on a continuous basis.

With a comprehensive risk management framework in place, the Company identifies, prioritizes, and mitigates significant threats to its strategic objectives, reputation, operational continuity, and compliance. The Risk Management Committee plays a pivotal role in overseeing and recommending the Company's Risk Management Policy, which formalizes the process of identifying, assessing, monitoring, and managing business risks. Your Company has a Risk Management Policy in place to identify, assess and mitigate risks appropriately. The Risk Management Policy is publicly available on the Company's website at https://www.bikaji.com/governance#policies, underscoring its commitment to transparent risk management practices.

The Equity Shares of the Company are listed on the BSE Limited and National Stock Exchange of India Ltd. Both the stock exchanges have nation-wide trading terminals. Also, the Annual Listing Fees for the financial year 2024-25 have been duly paid by the Company to the BSE Limited and National Stock Exchange of India Ltd.

In terms of the applicable provisions of the Act and Listing Regulations, your Company provides following additional disclosures as on March 31, 2024:

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 Buyback 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.

6. The maintenance of cost records, as specified by the Central Government under sub-section (1) of 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.

The Board of Directors expresses their sincere gratitude to the Governments of various states in India, relevant Government departments, Financial Institutions, and Banks for their invaluable guidance, support and co-operation.

Heartfelt appreciation is extended to all employees for their unwavering dedication, hard work, solidarity and commitment, which have contributed significantly to the Company's performance. The Board also acknowledges the steadfast support from shareholders, investors, suppliers, distributors, retailers, directors, auditors, Government and regulatory authorities.

The Board expresses gratitude to customers for their continued co-operation, enabling the Company to understand and meet their unique needs, thus, ensuring maximum customer satisfaction. Looking ahead, the Board eagerly anticipates their ongoing support.

The Board acknowledges that the collective efforts of these stakeholders are instrumental in the Company's success.