Mrs Bectors Food Specialities Ltd

Your Directors are pleased to present the 29^th Annual Report on the affairs of the Company together with the audited statement of accounts for the year ended on 31^st March, 2024.

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On standalone basis, the Company reported revenue from operations of Rs. 15,117.48 million for the financial year 2023-24, as compared to Rs. 12,643.17 million in the previous financial year 2022-23, registering a growth of 19.57%. Profit before financial expenses, depreciation, other income and taxation stood at Rs. 2,176.07 million, as compared to Rs. 1,524.06 million in the previous year. Net profit for the year under review amounted to Rs. 1233.20 million, as compared to Rs. 762.53 million in the previous year, registering a substantive increase of 61.72% over the previous year.

On consolidated basis, the Company reported revenue from operations of Rs. 16,239.45 million for the financial year 2023-24 as compared to Rs. 13,621.39 million in the previous financial year 2022-23, registering a growth of 19.22%. Profit before financial expenses, depreciation, other income and taxation stood at Rs. 2,424.39 million, as compared to Rs. 1,752.04 million in the previous year. Net profit for the year under review amounted to Rs. 1403.61 million, as compared to Rs. 900.74 million in the previous year, registering a substantive increase of 55.83% over the previous year.

The Company was accorded credit rating by two rating agencies namely CRISIL and ICRA. ICRA has given the rating AA-/ Positive (pronounced "Double A minus Positive") for long-term borrowings and ICRA A1+ (pronounced "ICRA A one plus") for short- term borrowings. CRISIL vide its rating letter dated 08^th August, 2024 has revised the Long-term rating of the Company from AA-/ Stable to AA-/ Positive (pronounced "Double A minus Positive") for Long-term borrowings and reaffirmed the short term rating as CRISIL A1+ (pronounced "CRISIL A one plus") for short-term borrowings.

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

The Directors in their meeting held on 08.02.2024 have declared an interim dividend of Rs. 1.25 per equity share of face value of Rs. 10/- each (i.e. 12.5%).

Further your Directors are pleased to recommend a final dividend of Rs. 2.00 per equity share of face value of Rs. 10/- each (i.e. 20%) for the year ended March 31, 2024 in the Board Meeting held on 30.05.2024. The dividend, subject to the approval of members at the Annual General Meeting on Friday, September 27, 2024, will be paid within the time period stipulated under the Companies Act, 2013 (subject to deduction of tax at source).

The Dividend recommended is in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Company's website at https://www.bectorfoods.com/ panel/uploads/investor/09302021075016MBFSL- DividendDistributionPolicy.pdf Link is not opening when we click please reinsert the link.

There have been no 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 events occurred during the year under review.

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in the future.

At the close of financial year 2023-24, the Company had three subsidiary companies, viz.:

i. Bakebest Foods Private Limited

ii. Mrs Bector's English Oven Limited

iii. Mrs. Bectors Food International (FZE)

The company also has one associate company viz., Cremica Agro Foods Limited as on 31^st March 2024.

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has attached along with the financial statements, a separate statement containing the salient features of the financial statements of its subsidiary companies in the manner prescribed under the Companies Act, 2013 and rules made thereunder in form AOC-1 (Annexure- C).

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

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

M/s B S R & Co. LLP, Chartered Accountants, (firm registration No.101248W/W-100022) were appointed by the shareholders for their second term at the 24^th Annual General Meeting as Statutory Auditors of the Company to hold office for the period of five years from financial year 2019-20 to 2023-24, i.e. from the conclusion of the 24^th Annual General Meeting till the conclusion of the 29^th Annual General Meeting.

Since, the term of M/s B S R & Co. LLP, Chartered Accountants, will be expiring at the conclusion of the 29^th AGM, it's been proposed by the Board of Directors in their meeting held on August 27, 2024, to appoint M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm's Registration No.: 001076N/N500013) as Statutory Auditors, subject to approval of the Members of the company for a period of 5 years, i.e. to hold office from the conclusion of the 29^th AGM of the company till the conclusion of the 34^th AGM of the company.

The Auditors have given unmodified report as there are no qualifications, observations or adverse remarks made by the Auditors in their Report for the year ended March 31, 2024.

As required to be reported pursuant to Section 134(3)(q) read with Rule 8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2023-24.

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

*Mr. Alok Kumar Misra has resigned from the Company w.e.f. 27.08.2024.

** Mr. Rajiv Dewan has been re-appointed as an Independent Director of the Company for the second period of five years w.e.f 10.07.2023 to 09.07.2028. His appointment was approved by the members of the company at the Annual General Meeting held on 29.09.2023.

***Mr. Arnav Jain has been appointed as Chief Financial Officer w.e.f. 11.08.2023 in place of Mr. Parveen Kumar Goel, Wholetime Director of the Company, who resigned from the position of CFO w.e.f 11.08.2023

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

Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and in terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was convened on February 8, 2024 to review the matters as laid down in the aforesaid schedule and regulations.

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

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

In accordance with the requirements of the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The Company has also formulated a CSR Policy, which is available on Company's website at https://www.bectorfoods.com/panel/uploads/ investor/09042023044712MBFSLCSRpolicy.pdf

During the year under review, in compliance with the provisions of Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility) Rules,

2014 and the various notifications/circulars issued by the Ministry of Corporate Affairs, the Company was supposed to spend Rs. 17.49 Mn during the Financial Year 2023-24 out of which it has contributed an amount of Rs. 13.36

Mn directly or indirectly through implementing agencies engaged in activities specified in Schedule VII of the Companies Act, 2013. The remaining amount left unspent has been transferred to the CSR Unspent Account opened with Bank. The CSR Committee had approved two longterm projects in relation to development of sports stadium at Patiala and building School via Om Shri Sai Sewa Trust on which the total amount left unspent will be spent over a period of 3 Financial Years.

In the first project of the Company, Mrs. Bectors Food Specialities Limited, has recommended an amount of Rs. 4.00 Mn, for development of sports stadium at Patiala under CSR Policy of the Company, for achieving the goal of building infrastructure for the future generations. For the said project the Company has spent an amount of Rs.

1.04 Mn during the FY24 and the remaining amount of Rs. 2.96 Mn will be spent over a period of 3 years.

In the second project of the Company Mrs. Bectors Food Specialities Limited, has recommended an amount of Rs.

2.5 Mn for building School via Om Shri Sai Sewa Trust. Under this project the Company will be Enhancing School Infrastructure with 4 Classrooms, Computers, and a Vocational Hall with the ultimate aim of educating and guiding underprivileged students, especially those from poor and undereducated backgrounds, to foster a love for learning over a period of 3 years.

The above projects are aligned with the sustainable development goals (SDGs) and these activities will be implemented directly by the Company.

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

During the year 2023-24, the Board of Directors met 5 times on May 25, 2023, August 5, 2023, September 4, 2023, November 10, 2023 and February 8, 2024.

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

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders' Relationship Committee;

4. Corporate Social Responsibility Committee and

5. Risk Management Committee.

All these committees have been established as a part of the best corporate governance practices. There have been no instances where the Board has not accepted any recommendation of the aforesaid committees. The details in respect to the compositions, powers, roles, and terms of reference etc., are provided in the Corporate Governance Report forming part of this report.

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 that period.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis; and

(vi) 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.

The Independent Directors furnished a declaration that they meet the criteria of Independence as provided in sub section 6 of Section 149 of the Companies Act, 2013 at the Board meeting held on 30^th May, 2024.

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

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

a) To identify persons who are qualified to become Directors and who may be appointed as KMPs and in senior management position in accordance with the criteria laid down, recommend to the Board for their appointment and removal;

b) To carry out evaluation of every Director's performance;

c) To identify the criteria for determining qualifications, positive attributes and independence of a director;

d) To finalise the remuneration for the Directors, key managerial personnel and senior management personnel;

e) To assess the independence of Independent Directors; and

f) Such other key issues/matters as may be referred by the Board or as may be necessary in view of the provision of the Companies Act, 2013 and Rules thereunder and the SEBI (LODR), whenever applicable.

In this context, the committee will also review the framework and processes for motivating and rewarding performance at all levels of the organisation, will review the resulting compensation awards, and will make appropriate proposals for Board approval.

The Nomination and Remuneration Committee of the Company had approved a Nomination and Remuneration policy containing the criteria for performance evaluation, which was approved and adopted by the Board of Directors. The key features of this policy have also been included in the report. The policy provides for evaluation of the Board and the individual Directors, including the Chairman of the Board and Independent Directors.

Subsequent to the year under review, the evaluation for the period 2023-24 was completed as per the policy adopted in compliance with the applicable provisions of the Act. The Board's assessment was discussed with the full Board evaluating, amongst other things, the full and common understanding of the roles and responsibilities of the Board, contribution towards development of the strategy and ensuring robust and effective risk management, understanding of the operational programs being managed by the Company, receipt of regular inputs, receipt of reports by the Board on financial matters, budgets and operations services, timely receipt of information with supporting papers, regular monitoring and evaluation of progress towards strategic goals and operational performance, number of Board meetings, committee structures and functioning, etc.

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

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

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 read with the rules made thereunder, the Annual Return of the Company has been disclosed on the website of the Company and web link thereto is https://www.bectorfoods.com/panel/uploads/ investor/08242024061723AnnualReturn2023-24.pdf.

M/s. B.K. Gupta & Associates, Practicing Company Secretaries, Ludhiana, were appointed to conduct Secretarial Audit of the Company for the financial year 2023- 24 pursuant to section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014. A report submitted by them is attached herewith as Annexure-E. There was no qualification, reservation or adverse remark in the Report of the Secretarial Auditor.

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

All related party transactions that were entered into during the financial year 2023-24 were on an arm's length basis and in the ordinary course of business and

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

All such transactions are placed before the Audit Committee for review/approval. The Audit Committee grants omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. All related party transactions are placed before the Audit Committee on a quarterly basis. As good governance practice, the same are also placed before the Board for seeking their approval. Disclosures, as required under Indian Accounting Standards ("IND AS") - 24, have been made in the Note No. 47 to the Consolidated Financial Statements. Further, in terms of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the transactions with person/ entity belonging to the promoter/promoter group holding 10% or more shareholding in the Company have been disclosed in the accompanying financial statements.

The policy on related party transactions, as formulated by the Board is available on the Company's website at https://www.bectorfoods.com/ panel/uploads/investor/09302021075757MBFSL- PolicvonMaterialitvofRPT.pdf

The paid-up share capital of the Company is Rs. 58,81,74,740 divided into 5,88,17,474 equity shares of Rs. 10 each. During the year under review, the company has set-up 'Bector Employee Welfare Trust' pursuant to the Employee Stock Option Scheme 2023 ("ESOS 2023") which was approved by the shareholders in the AGM held on September 29, 2023. The said trust is empowered to purchase shares from the secondary market, in one or more tranches at such point(s) and grant the shares as approved by the Committee to the eligible employees of the Company on such terms and conditions which the committee deems fit.

The Company proposed to raise fund in one or more tranches, by issuance of equity shares and/or other eligible securities upto an amount of Rs. 4000 Mn. Subject to compliance with applicable laws and regulations. This Issue has been authorised and approved by our Board of

Directors pursuant to its resolution passed on June 21, 2024. Subsequently, our Shareholders' have authorised and approved the Issue through a special resolution passed in the EGM held on July 26, 2024.

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

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

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

The committee held Four meetings during the year under review.

The Board of Directors established a vigil mechanism to redress genuine concerns/grievances of employees and Directors of the Company. Mr. Seeraj Beri, Manager Accounts, has been designated as Whistle and Ethics Officer to hear the grievances of employees and Directors of the Company; however, offences of serious nature may be brought to the attention of the Chairman of the Audit Committee of the Company. The Audit Committee regularly reviews the working of the mechanism. No complaint was received during the year under review.

Business Responsibility and Sustainability Report ("BRSR") for the year under review, as stipulated under 34(2)(f) of the SEBI Listing Regulations to be submitted by top-1,000 listed entities based on their market capitalization as on March 31, 2024, is presented separately and forms part of this Annual Report.

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

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

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

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

The Company is complying with the provisions of Section 129 or 134 of Companies Act, 2013, so there was no voluntary revision done by the Company during financial year 2023-24.

Statement in respect of adequacy of Internal Financial Control with reference to the Financial Statements

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

The Company does not have any holding company. Further, no subsidiary company of the Company has paid any commission/ remuneration to the MD/WTD of the Company for the financial year 2023-24.

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

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

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

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

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

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

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed Grant Thornton Bharat LLP, Gurgaon, as Internal Auditors to conduct internal audit for the financial year 2023-24.

The Company has an Internal Audit Department to test the adequacy and effectiveness of internal control systems laid down by the management and to suggest improvement in the systems. Internal Audit Reports are discussed with the management and are reviewed by the Audit Committee of the Board. Grant Thornton Bharat LLP, Gurgaon, conducted the internal audit for the financial year 2023-24 and no reportable weakness in the system was observed.

During the financial year 2023-24 under review, the Company's internal controls were tested by M/s Genikon Services Pvt. Ltd., and no reportable weakness in the system was observed.

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

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

N.A. during the year under review.

N.A. during the year under review.

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

For and on behalf of the Board of Directors For Mrs. Bectors Food Specialities Limited