DIRECTORS' REPORT

Your Board of Directors take immense pleasure in presenting the 31^st Annual Report of Bikaji Foods International Limited
(“Bikaji" or “the Company” or “your Company”), setting out a detailed review of its operations and affairs, together with the Audited
Standalone and Consolidated Financial Statements for the financial year ended on March 31, 2026.

Your Company remains steadfast in its commitment towards transparency, sustainable growth and long-term shareholders' value
creation. We extend our sincere gratitude for your continued trust, confidence and support, as we work diligently to achieve excellence
across all our business endeavors.

1. FINANCIAL PERFORMANCE:

The following provides a comprehensive comparative analysis of the Company's financial performance for the financial year
2025-26 and 2024-25:

(H in Lakh, unless otherwise stated)

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

For years, we have shared the authentic taste of India with
the world. As a renowned manufacturer of premium ethnic
snacks, we take pride in blending traditional heritage
with modern excellence. Our offerings span six principal
categories from our flagship Bikaneri Bhujia, which carries
the legacy of our brand, to our curated range of Namkeen,
Packaged Sweets, Papad, Western Snacks and other
snacks. At the heart of our success is our signature Bikaneri
Bhujia, a product synonymous with uncompromising quality
and time-honored tradition.

This dedication to quality has earned us the continued
trust of our customers. Reflecting our sustained growth
and performance, we continue to feature among the top
500 companies by market capitalization, as ranked by BSE
Limited ("BSE") and National Stock Exchange of India Ltd.
("NSE"). This reflects our journey of robust growth and our
steadfast commitment to the stakeholders who make our
success possible.

STRATEGIC EXPANSION AND DIVERSIFICATION:

To drive sustained growth, diversification and strengthen
our market presence, your Board of Directors are pleased
to share that the Company has undertaken several strategic
initiatives, aimed at expanding our product offerings,

boosting operational capacity and deepening our customer
outreach. These steps are in alignment with the Company's
long-term vision of innovation, market leadership and
sustainable growth.

Your Company continues to strengthen its market
leadership through the following strategic expansion and
diversification initiatives undertaken during the year:

Strategic Expansion: A Landmark Partnership in
Nepal

On July 23, 2025, your Company's Board of Directors
has approved the execution of the Joint Venture cum
Shareholders' Agreement to be entered with Nepal's
leading conglomerate Chaudhary Group (CG)', for
establishing a 50:50 joint venture in Nepal, which is a
landmark step in our international journey. This isn't
just a business agreement; it is a union of two regional
powerhouses. By combining Bikaji's deep-rooted legacy
in ethnic snacks with CG's unmatched market expertise,
we are set to redefine the Fast-Moving Consumer Goods
("FMCG") landscape in Nepal.

To ensure our Nepalese consumers enjoy the freshest, most
authentic snacks and sweets, we will be co-investing in a state-
of-the-art manufacturing facility. By producing locally, we will
significantly reduce turnaround time, ensuring that the "Bikaji
crunch" reaches every home with maximum freshness.

This venture is a cornerstone of our long-term global strategy. The
Company aims to strengthen its brand presence in Nepal, cater to
local consumer preferences through local manufacturing. By uniting
our heritage with the CG's local strength, we aren't just crossing a
border, we are building a lasting bond with the people of Nepal.

Strategic Brand Evolution: The New Identity - A Tribute to
Rajasthani Heritage and Modern Progress

Inspired by Bikaji's deep-rooted Rajasthani heritage, our new
visual identity is anchored by a distinctive royal shield. This
emblem symbolizes the trust, legacy and pride that have defined
the brand since its inception. The logo's upper curve subtly echoes
the silhouette of a traditional Rajasthani turban, symbolizing
honor and our culture of warm hospitality. Complementing
this, the fluid lines mirror the golden sand dunes of Bikaner,
serving as a timeless tribute to our origins while signaling our
momentum toward modern progress.

“Kya Baat Hai Ji" - Redefining the Joy of Snacking

At Bikaji, we believe that the best stories are told over a bowl of
namkeen. Our new integrated brand campaign, "Kya Baat Hai
Ji!”, featuring the celebrated Bollywood icon Pankaj Tripathi,
is a tribute to those everyday moments that become brighter,
smoother and more delightful with our snacks.

Choosing Mr. Pankaj Tripathi as the face of this campaign
was a strategic decision rooted in authenticity. His versatility,
finesse and grounded charm resonate deeply with the spirit of
Uttar Pradesh, a region where food, culture, and tradition are
inextricably intertwined. By aligning our brand with a personality
who embodies the values of the heartland, we have created a
narrative that feels personal, relatable and authentically local.

This campaign is more than a marketing milestone; it is our
strategic doorway into the hearts of consumers across Uttar
Pradesh. With a rich legacy of namkeen and an even richer food
culture, Uttar Pradesh represents a vital frontier for our " Har
Ghar Bikaji' vision. Through this initiative, the Company aims to
deepen brand engagement and further its vision of making Bikaji
a preferred household snack brand across India.

Expansion into the Bakery Category:

On November 11, 2025, in another significant move towards growth,
diversification and expansion of the Company's portfolio, your
Company's Board of Directors approved the execution of Joint
Venture cum Shareholders Agreement on a 70:30 joint venture
basis with veteran expert Mr. Thayekunni Khaleel, a distinguished
industry veteran, visionary entrepreneur, and the Founder of the
renowned bakery brand Bakemart', whose decades of experience,
deep domain expertise, and pioneering contributions have
significantly shaped the bakery and confectionery industry.

Bikaji's strong brand equity, extensive distribution network and
consumer reach with the proven manufacturing capabilities,
product innovation expertise and entrepreneurial legacy of
Mr. Khaleel is expected to unlock new growth opportunities in
the rapidly expanding bakery category, enhancing the Company's
diversified food portfolio, and reinforcing its long-term vision
of building a comprehensive, future-ready food products
enterprise, thereby creating sustainable value for shareholders
and other stakeholders.

Strengthening Market Presence: Quick Service Restaurants
(QSR) Expansion:

As we look to the future, we are constantly evolving to meet
the changing needs of our patrons. In a move to bring our
commitment to quality into the daily lives of our customers, we
have entered the Quick Service Restaurant ("QSR”) space.

Following the successful launch of our first Quick Service
Restaurant (QSR) outlet, we will further expand our footprint
with the launch of additional outlets. This initiative is more
than just a business expansion; it is a way for us to offer fresh,
high-quality and convenient meals in a fast-paced dining
environment, perfectly complementing the snacks you have
loved for generations.

•    STANDALONE FINANCIAL STATEMENT:

The financial year 2025-26 has been a period of strategic
growth and resilient performance for the Company. We
are pleased to report a robust top-line performance,
with our Standalone Revenue from Operations reaching
H 2,81,717.61 Lakh, marking a healthy 10.88% increase
over the previous year's Revenue from Operations of
H 2,54,072.92 Lakh. Our Standalone Profit After Tax (“PAT")
for the financial year 2025-26 reached H 26,907.07 Lakh,
marking a notable 28.33% increase over the previous year's
PAT of H 20,967.05 Lakh.

The Company's performance was supported by our focused
strategic initiatives, including route-to-market efficiencies,
targeted geographical expansion and disciplined cost
management initiatives. These efforts have successfully
driven growth while strengthening our operational
efficiencies, leading to substantial value creation for our
shareholders. This growth is particularly significant as it
was achieved despite temporary volatility in commodity
prices that exerted upward pressure on our input costs.

This performance underscores the resilience of our business
model and our ability to drive sustained value for our
shareholders, even in a fluctuating economic environment.

•    CONSOLIDATED FINANCIAL STATEMENT:

The Consolidated Financial Statement for the financial
year 2025-26 have been prepared in strict adherence
with the provisions of Section 133 of the Companies Act,
2013 ("Act”). During the year under review, the numbers
tell a story of a company actively reaching for its next
level of growth. Our revenue from operations climbed to
H 2,99,386.34 Lakh, a healthy 14.41% increase from previous
year's Revenue from Operations of H 2,61,676.53 Lakh. Even
as we expanded, we remained focused on the bottom line.
Our Profit After Tax (PAT) reached at H 25,440.98 Lakh,
marking a notable 30.98% increase over the previous year's
PAT of H 19,424.12 Lakh.

This steady climb is not just a number; it is a direct result
of our team's dedicated efforts in exploring new markets
and diversifying where we do business. We are successfully
planting flags in new territories and identifying fresh
avenues for growth.

While these figures provide a snapshot of our performance,
they represent only part of the overall narrative. For a
comprehensive analysis of the business environment,
operational performance, industry dynamics, key strategic
initiatives, risks and opportunities, and future outlook, we
invite you to refer the Management Discussion and Analysis
Report, forming an integral part of this Annual Report.

Access to Financial Statements: The Audited Financial
Statements, including the Consolidated Financial
Statement of the Company and the audited accounts of
each of its subsidiary(ies) and associate, together with the
relevant information and details pertaining to the financial
performance of the Company, subsidiary(ies) and associate
company, are readily available in the Investor Relations
section of the Company's website athttps://www.bikaji.
com/financials.

Commitment to Sustainable Growth and Social
Responsibility: As one of the India's fastest-growing
FMCG Companies, the Company remains profoundly
committed to sustainable development and making a
positive impact on the communities, in which it operates.
Throughout the financial year 2025-26, we continued
to focus on stakeholder development, with a particular
emphasis on uplifting marginalized segments of society,
to strengthen our position as a responsible corporate
entity. This commitment towards sustainable growth and
corporate responsibility underpins our strong financial and
operational performance, ensuring our continued success
and resilience.

• MATERIAL EVENTS DURING THE YEAR:

A. PRODUCTION LINKED INCENTIVE SCHEME

During the financial year 2021-22, the Company
received approval under the Production Linked
Incentive (“PLI”) Scheme - Category-I, Segment-
Ready to Cook/ Ready to Eat' as introduced by the
Ministry of Food Processing Industries (MOFPI).

Your Company successfully fulfilled the requisite
conditions of the PLI Scheme during the financial
year 2025-26 also. Consequently, the Company has
recognized a PLI Incentive of H 5,136 Lakh (net) under
other operating income during the financial year
ended on March 31, 2026. Similarly, the Company
recognized a PLI Incentive of H 5,984 Lakh (net) under
other operating income during the financial year
ended on March 31, 2025.

Beyond the financial impact, these milestones affirm
our position as a leader in industrial growth and
innovation. Our ability to meet stringent government
criteria underscores our operational discipline
and reinforces our contribution to the nation's food
processing sector, thereby affirming our commitment

to driving sustainable growth and long-term value
creation for all stakeholders.

B.    AMALGAMATION OF VINDHYAWASINI SALES
PRIVATE LIMITED

As part of its strategic initiative to streamline
operations and enhance overall efficiency, the
Company during the financial year 2024-25, initiated
the Scheme of Amalgamation of Vindhyawasini Sales
Private Limited (“Transferor Company”), with Bikaji
Foods International Limited (“Transferee Company”)
and their respective shareholders and creditors under
Sections 230 to 232 and other applicable provisions
of the Act ("Scheme of Amalgamation"). The Scheme
of Amalgamation was duly approved by the Board of
Directors of the Company and subsequently filed with
the Hon'ble National Company Law Tribunal, Jaipur
Bench ("NCLT"), marking a significant step towards
consolidation of operations, realization of synergies
and acceleration of growth.

Further, the Scheme of Amalgamation was sanctioned
by Hon'ble NCLT on June 06, 2025. The certified true
copy of the Order of Hon'ble NCLT has been filed with
Registrar of Companies, Jaipur, Rajasthan on June 30,
2025 by both the Companies. Accordingly, the Scheme
of Amalgamation has become operative and effective
from June 30, 2025.

Consequent to the same, Vindhyawasini Sales Private
Limited, the Wholly-Owned Subsidiary ("WOS") of the
Company, stands merged with the Company and has
ceased to exist as a separate legal entity. As a result,
all shares issued by the Transferor Company stood
cancelled and extinguished.

As per the Scheme of Amalgamation, the appointed
date was April 01, 2024. In accordance with Indian
Accounting Standards ("Ind AS") 103 - Business
Combinations (common control transactions),
the amalgamation has been accounted for using
the pooling of interest method. Accordingly, the
comparative figures for the quarter, half year and
year ended March 31, 2025, have been restated to give
effect to the amalgamation and are presented solely
to reflect its impact in line with Ind AS 103.

C.    ADDITIONAL INVESTMENT IN BIKAJI FOODS
INTERNATIONAL USA CORP

As a part of our continued commitment to enhance
our global footprint and capitalize on emerging
market opportunities, the Company has strategically
scaled its investment in the Bikaji Foods International
USA Corp (“Bikaji USA”), a WOS. To support the
accelerating demand for our products and to fortify

our competitive position in the USA, the Company infused additional capital into Bikaji USA during the financial year
2025-26 as follows:

These additional investments did not result in any change in the Company's ownership interest in Bikaji USA, which
continues to remain at 100%.

Further, this capital infusion is a pivotal component of
our broader strategy to enhance distribution capabilities,
accelerate market penetration and drive substantial
growth within the USA market. The Management
remains confident that this investment will facilitate the
continued expansion of our business operations while
strengthening our brand position in the region.

D. INCORPORATION OF BIKAJI FOUNDATION, SECTION
8 COMPANY (NON-PROFIT ORGANIZATION)

In a significant step toward formalizing our
commitment to social responsibility, the Company
incorporated the Bikaji Foundation on October 9, 2025.
Established as a Company limited by guarantee under
Section 8 of the Act (Non-Profit Organization) and a
WOS of the Company, the Bikaji Foundation serves as
the dedicated philanthropic arm of your Company.

The incorporation of the Bikaji Foundation is designed
to bring a structured and professional approach
to our community engagement with the following
key objectives:

•    To serve as a dedicated platform for planning,
implementing and monitoring the Company's
Corporate Social Responsibility (CSR) initiatives,
as outlined under Schedule VII of the Act, ensuring
that our contributions drive measurable change.

•    To achieve greater agility and independence
in the execution of high-impact social
development programs.

•    To ensure seamless compliance with the
applicable provisions of the Act and Companies
(Corporate Social Responsibility Policy) Rules,
2014 (“CSR Policy Rules”), and subsequent
amendments, maintaining the highest standards
of transparency and reporting.

By channelling our Corporate Social Responsibility
("CSR") efforts through a dedicated entity, we aim to
build a sustainable legacy of social empowerment,
aligning our corporate success with the welfare of the
communities we serve.

E.    ACQUISITION OF REMAINING STAKE IN PETUNT
FOOD PROCESSORS PRIVATE LIMITED

Driven by the strategic objective of consolidating
ownership and enhancing operational oversight,
the Board of Directors, at its meeting held on
November 11, 2025, approved the acquisition of the
remaining equity stake of 48.78% in Petunt Food
Processors Private Limited ("PFPPL"), a subsidiary
of the Company.

The Company successfully completed the said
acquisition on March 06, 2026. Consequent to this
transaction, PFPPL became a WOS of the Company
with effect from March 06, 2026. This strategic
consolidation empowers the Company with absolute
managerial and operational control, facilitating
streamlined decision-making and the realization
of deeper operational synergies. This integration
ensures that PFPPLs growth trajectory remains in
total alignment with the Group's long-term strategic
vision and value-creation goals.

F.    ADDITIONAL INVESTMENT IN BIKAJI FOODS
RETAIL LIMITED

In alignment with the Company's ongoing commitment
to strategic expansion and business diversification,
the Company incorporated Bikaji Foods Retail Limited
("BFRL") as a WOS on September 20, 2024.

To further support the operational growth and
enhance the business capabilities of this subsidiary,
the Company made an additional subscription to
10,52,630 equity shares at an amount of H 4,000 Lakh
in BFRL on March 14, 2026.

This additional investment did not result in any change
in the Company's ownership interest in BFRL, which
continues to remain at 100%.

The Company believes that BFRL will play a significant
role in expanding its retail footprint and QSR space,
enhancing consumer engagement, and creating
new avenues for growth, thereby contributing to the
Company's long-term strategic objectives and value
creation initiatives.

G.    ADDITIONAL INVESTMENT IN HAZELNUT FACTORY
FOOD PRODUCTS PRIVATE LIMITED BY BIKAJI
FOODS RETAIL LIMITED

In furtherance of the Company's strategic vision to
develop and expand our QSR business vertical through a
comprehensive "House of Brands’ strategy, Bikaji Foods
Retail Limited ("BFRL”), a WOS of the Company, announced
on October 16, 2024 to make a strategic investment of
H 13,101 Lakh to acquire a total of 53.02% equity stake In
Hazelnut Factory Food Products Private Limited ("THF”),
with the transaction structured in multiple tranches.

•    First tranche: Completed on October 26, 2024,
BFRL acquired 40.40% equity stake in THF by
investing H 6,100 Lakh, pursuant to which THF
became an associate of BFRL.

•    Second tranche: Completed on March 26, 2026,
BFRL acquired an additional 8.59% of equity
stake in THF by investing H 3,999.73 Lakh,
thereby increasing its aggregate shareholding
from 40.40% to 48.99%.

The acquisition of remaining equity stake is expected
to be completed within the agreed time period, further
consolidating our stake. This phased acquisition
is designed to enhance operational synergies and
bolster our competitive position within the high-
growth food and beverage sector.

THF, based in Lucknow, India operates as a premier
Cafe cum Artisanal sweets brand, within the Food and
Beverage (F&B) industry, renowned for its specialty
coffee, artisanal sweets, bakery, patisserie and
curated cafe menus. As one of the fastest-growing
brands in F&B sector, THF has built a strong reputation
for its innovative approach to manufacturing, and
distributing a diverse range of premium products,
including bakery and patisserie items, artisanry
sweets, desserts bread, savouries and snacks, etc.

These products are currently accessible through
THF's network of cafes across Uttar Pradesh and
Delhi, as well as through e-commerce and major
food aggregator platforms. By integrating THF into
our portfolio, we are significantly strengthening
our presence in the premium bakery and patisserie
segment and broadening our cafe offerings to cater to
evolving consumer preferences.

H.    DIVESTMENT IN BIKAJI MEGA FOOD PARK
PRIVATE LIMITED

As part of our ongoing commitment to optimizing
the Company's corporate structure and focusing
resources on core growth drivers, the Board of
Directors, at their meeting held on May 15, 2025,
approved the divestment of the Company's entire stake
in Bikaji Mega Food Park Private Limited ("BMFPPL”).

BMFPPL was a non-material subsidiary of the
Company and had remained inactive, with no
immediate plans for the commencement of its
business operations. Hence, the Company has
divested its entire equity stake of 51% in BMFPPL.

Consequently, upon the completion of this transaction,
BMFPPL ceased to be a subsidiary of the Company.
This move reflects our disciplined approach to
capital allocation, ensuring that management's focus
remains entirely on high-potential, value-accretive
business segments, dedicated to long-term value
creation for all our stakeholders.

3.    TRANSFER TO RESERVES:

Your Company has not transferred any amount to any
reserve during the financial year 2025-26. After careful
consideration of the Company's future expansion plans
and working capital requirements, the Board of Directors
decided to retain the entire profit of H 26,907.07 Lakh in the
Statement of Profit and Loss.

4.    DIVIDEND:

The Company's Dividend Distribution Policy ("Policy”) is
designed to strike a prudent balance between rewarding
our shareholders and retaining sufficient profits to fuel
the future growth and strategic reinvestment. The Policy
underscores our unwavering commitment to enhancing
shareholders' value, while maintaining financial flexibility
and availability of adequate funds for continued expansion.

In line with the Policy and commitment to creating enduring
value, the Board of Directors, at their meeting held on May
21, 2026, recommended a Final Dividend of H 1.25 per
equity share i.e., 125% of the face value of H 1.00 each for
the financial year ended on March 31, 2026, aggregating to
a total of H 3,134.21 Lakh. This proposed dividend is subject
to the approval of the Members at the ensuing 31^st Annual
General Meeting ("AGM”) of the Company, if approved, shall
be subject to Tax Deduction at Source (TDS), as per the
applicable statutory provisions.

The declaration of proposed Dividend is made in
compliance with the requirements of Regulation 43A
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations”) and is in full compliance with
the established Policy.

During the financial year 2025-26, there were no revisions
or alterations to the Policy parameters. The Policy
is accessible to all the stakeholders of the Company
on the Company's website athttps://www.bikaji.com/
governance#policies.

5. MATTERS RELATED TO DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

• APPOINTMENT OF DIRECTORS:

In strict adherence to the provisions of Section 149 of
the Act and Regulation 17 of the Listing Regulations,
the composition of our Board of Directors (“Board”)
reflects our unwavering commitment to corporate
governance and strategic oversight. We maintain
a ju di ciou s bala nce between Executi ve a nd Non¬
Executive Directors, ensuring that independent
perspectives drive our decision-making.

The appointment of Directors to the Board is governed
by a robust and meticulous evaluation process, led

by the Nomination and Remuneration Committee
(“NRC”). The NRC undertakes a comprehensive
assessment of potential candidates to ensure
that they possess the requisite qualifications,
experience, skills, and competencies aligned with
the Company's strategic priorities and business
environment. Based on the NRC's recommendations,
the Board independently evaluates and confirms such
appointments based on merits. In doing so, the Board
also places significant emphasis on maintaining
diversity across various dimensions, including gender,
age, cultural perspectives, education background,
professional expertise and other relevant attributes,
thereby fostering a well-balanced and effective
governance framework.

Subsequently, the Members, at the 29^th AGM
held on September 25, 2024, duly approved the
re-appointment of Mr. Shiv Ratan Agarwal (DIN:
00192929), as a Chairman and Whole-Time
Director of the Company, by way of a Special
Resolution, for a further period of 3 Years,
effective from May 01, 2025 till April 30, 2028.
Further he passed away on April 23, 2026.

2.    Mr. Deepak Agarwal (DIN: 00192890), was re¬
appointed as Managing Director of the Company
for a term of 3 years which commenced from
February 01, 2024 and will be concluded on
January 31, 2027. Pursuant to the provisions of
the Act, read with the rules made thereunder,
relevant clauses of the AOA of the Company,
based on a comprehensive performance
evaluation, the NRC and Board of the Company
at their respective meetings held on May 21,
2026, have recommended the re-appointment
of Mr. Deepak Agarwal (DIN: 00192890), as
Chairman and Managing Director of the
Company for a further term of 3 consecutive
years with effect from February 01, 2027 to
January 31, 2030 (Both days inclusive), subject
to the approval of the Members of the Company
by way of Special Resolution at the ensuing 31^st
AGM of the Company.

3.    Mrs. Shweta Agarwal (DIN: 00619052), Whole¬
Time Director of the Company, was re-appointed
as Whole-Time Director of the Company for a
term of 3 years commenced from February 01,
2024 and will be concluded on January 31, 2027.
Pursuant to the provisions of the Act, read with the
rules made thereunder, relevant clauses of the
AOA of the Company, based on a comprehensive
performance evaluation, the NRC and Board
of the Company at their respective meetings
held on May 21, 2026, have recommended the
re-appointment of Mrs. Shweta Agarwal (DIN:
00619052), as Whole-Time Director of the
Company for a further term of 3 consecutive
years commencing from February 01, 2027 to
January 31, 2030 (Both days inclusive), subject
to the approval of the Members of the Company
by way of Special Resolution at the ensuing 31^st
AGM of the Company.

4.    Mr. Nikhil Kishorchandra Vora (DIN: 05014606),
was appointed as the Non-Executive and
Independent Director of the Company for
a first term of 5 consecutive years, which
commenced from December 08, 2021 and will
be concluded on December 07, 2026. Pursuant
to the provisions of the Act, read with the rules
made thereunder, relevant clauses of the AOA
of the Company, based on a comprehensive
performance evaluation, the NRC and Board
of the Company at their respective meetings
held on May 21, 2026, have recommended the
re-appointment of Mr. Nikhil Kishorchandra

Vora (DIN: 05014606), as Non-Executive and
Independent Director for a second term of 5
consecutive years with effect from December 08,
2026 to December 07, 2031 (Both days inclusive),
subject to the approval of the Members of the
Company by way of Special Resolution at the
ensuing 31^st AGM of the Company.

5.    Mr. Pulkit Anilkumar Bachhawat (DIN:
07685824), was appointed as the Non-Executive
and Independent Director of the Company
for a first term of 5 consecutive years which
commenced from December 08, 2021 and will
be concluded on December 07, 2026. Pursuant
to the provisions of the Act, read with the rules
made thereunder, relevant clauses of the AOA
of the Company, based on a comprehensive
performance evaluation, the NRC and Board
of the Company at their respective meetings
held on May 21, 2026, have recommended
the re-appointment of Mr. Pulkit Anilkumar
Bachhawat (DIN: 07685824), as Non-Executive
and Independent Director for a second term of 5
consecutive years with effect from December 08,
2026 to December 07, 2031 (Both days inclusive),
subject to the approval of the Members of the
Company by way of Special Resolution at the
ensuing 31^st AGM of the Company.

6.    Mrs. Richa Manoj Goyal (DIN: 00159889), was
appointed as the Non-Executive and Independent
Director of the Company for a first term of 5
consecutive years which commenced from
December 08, 2021 and will be concluded on
December 07, 2026. Pursuant to the provisions
of the Act, read with the rules made thereunder,
relevant clauses of the AOA of the Company,
based on a comprehensive performance
evaluation, the NRC and Board of the Company
at their respective meetings held on May 21,
2026, have recommended the re-appointment
of Mrs. Richa Manoj Goyal (DIN: 00159889), as
Non-Executive and Independent Director for a
second term of 5 consecutive years with effect
from December 08, 2026 to December 07, 2031
(Both days inclusive), subject to the approval
of the Members of the Company by way of
Special Resolution at the ensuing 31^st AGM
of the Company.

7.    Mr. Siraj Azmat Chaudhry (DIN: 00161853),
was appointed as the Non-Executive and
Independent Director of the Company for a first
term of 5 consecutive years which commenced
from August 24, 2021 and will be concluded on
August 23, 2026. Pursuant to the provisions of
the Act, read with the rules made thereunder,
relevant clauses of the AOA of the Company,
based on a comprehensive performance
evaluation, the NRC and Board of the Company
at their respective meetings held on May 21,
2026, have recommended the re-appointment

of Mr. Si raj Azmat Chaudhry (DIN: 00161853),
as Non-Executive and Independent Director
for a second term of 5 consecutive years with
effect from August 24, 2026 to August 23, 2031
(Both days inclusive), subject to the approval
of the Members of the Company by way of
Special Resolution at the ensuing 31^st AGM
of the Company.

Further, as per the requirements of Regulation 36 of
the Listing Regulations and Secretarial Standard on
General Meetings (“SS-2”) issued by the Institute of
Company Secretaries of India (“ICSI”), a brief profiles
of the Directors seeking re-appointment, outlining
their experience, qualifications and other relevant
details, have been furnished in the explanatory
statement, annexed to the notice of the ensuing 31^st
AGM of the Company.

•    DIRECTOR, RETIRING BY ROTATION:

In accordance with the provisions of Section 152(6)
and other applicable provisions, if any, of the Act, read
with the rules made thereunder and relevant clauses
of the AOA of the Company, Mr. Deepak Agarwal
(DIN: 00192890), Chairman and Managing Director
of the Company is liable to retire by rotation, at the
ensuing 31^st AGM of the Company and being eligible,
has offered himself for re-appointment. The NRC and
the Board, at their respective meetings held on May
21, 2026, have recommended his re-appointment for
approval by the Members at the ensuing 31^st AGM
of the Company.

Further, as per the requirements of Regulation 36 of
the Listing Regulations and SS-2 issued by the ICSI,
a brief profile of Mr. Deepak Agarwal outlining his
experience, qualifications and other relevant details,
has been furnished in the explanatory statement,
annexed to the notice of the ensuing 31^st AGM
of the Company.

Earlier, Mr. Sachin Kumar Bhartiya (DIN: 02122147),
Non-Executive and Non-Independent Director of
the Company, retired by rotation at the 30^th AGM of
the Company, held on September 16, 2025. The
Members of the Company, subsequently approved
his re-appointment, to continue his service with the
Company. His continued association underscores
his significant contribution to the achievement of the
Company's goals and his commitment to upholding
the highest standards of corporate governance.

•    CESSATION:

The Board's composition remained consistent
throughout the financial year 2025-26, characterized
by stability and a shared commitment to the
Company's long-term vision. There were no
resignations or cessations of any Director from
the Board of the Company during the period under
review. This continuity has enabled the Board to
leverage its collective experience and maintain a

steady hand in guiding the Company's strategic and
operational milestones.

Mr. Shiv Ratan Agarwal (DIN: 00192929), Chairman
and Whole-Time Director of the Company passed
away on April 23, 2026.

Adherence to Transparency: Transparency serves as the
cornerstone of our corporate governance framework.
We believe that informed stakeholders are integral to
a robust and sustainable corporate ecosystem. The
Company remains steadfast in its commitment to
ensuring transparency in its operations and fostering
trust with its shareholders. We also recognize the
vital role of our Directors, who are instrumental in
steering the strategic vision and overall direction
of the Company. To provide shareholders with a
comprehensive understanding of the Board, the
detailed profiles of our esteemed Directors, including
their background, qualifications, areas of expertise
and other pertinent information, are available on the
Company's website and can be accessed athttps://
www.bikaii.com/governance#board. This enables
stakeholders to gain valuable insights into the
capabilities and competencies of the Board Members,
who are influential in guiding the Company's sustained
growth and success.

•    KEY MANAGERIAL PERSONNEL:

The Company maintained a steady leadership
core throughout the year, with its Key Managerial
Personnels (“KMPs”) remaining unchanged. This
stability has served as a strategic anchor, ensuring
seamless operational continuity and the effective
management of day-to-day activities.

Beyond governance oversight, our KMPs bring a
wealth of diverse industry experience, enabling the
Company to effectively navigate market dynamics
and convert challenges into opportunities. Their
leadership has been instrumental in driving
operational excellence and achieving key performance
benchmarks. As we look ahead, this institutional
stability remains a key asset, empowering the
Company to pursue its long-term strategic objectives
with confidence and precision.

The profiles of the KMPs of the Company, containing
details of their qualifications, experience, expertise
and leadership responsibilities, are available on the
Company's website and can be accessed athttps://
www.bikaii.com/governance#managerial. This enables
stakeholders to gain an understanding of the leadership
capabilities of the KMPs, who play a vital role in driving the
Company's strategy, operations and long-term growth.

•    NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met 4 times
during the financial year 2025-26, to deliberate on
matters of strategic importance, including financial
performance, business strategy, governance, CSR
initiatives and other key business operations.

Details of these Board meetings, including attendance
of individual director and meeting dates, are provided
in the Corporate Governance Report, which forms an
integral part of this Annual Report.

•    COMMITTEES OF THE BOARD:

To reinforce the Company's strong corporate
governance framework and in compliance with
the requirements of the Listing Regulations, the
composition of the Board Committees remained
unchanged during the financial year 2025-26. The
existing structure was consciously retained to
ensure continuity, preserve institutional knowledge,
and sustain the independence, effectiveness and
transparency embedded within the Company's
governance practices.

Aligned with the Company's commitment to
robust governance standards, a majority of the
members across all statutory Board Committees
continue to comprise Independent Directors. This
balanced composition fosters objective oversight,
strengthens decision-making integrity, and ensures
that recommendations are formulated free from
management influence, thereby upholding the highest
standards of fairness and accountability.

The Board places significant reliance on the
deliberations and recommendations of its Committees
and is pleased to confirm that, during the year
under review, all such recommendations were duly
accepted, reflecting the effectiveness and credibility
of the Committee framework.

For a comprehensive overview of the Board
Committees, including their composition, terms of
reference, frequency of meetings and attendance
details, stakeholders are directed to refer to the
Corporate Governance Report, which forms an
integral part of this Annual Report.

•    INDEPENDENT DIRECTORS' MEETING:

In accordance with the provisions of Section 149
(8) of the Act, read with the Schedule IV of Code for
Independent Directors and rules made thereunder
and Regulation 25( 3) of the Listing Regulations, the
Independent Directors are required to hold at least
one separate meeting in a financial year. To uphold
the highest standards of corporate governance and
effective Board oversight, the Independent Directors
of the Company convened 2 such meetings during the
financial year 2025-26, on May 15, 2025 and January
27, 2026, thereby complying with the discretionary
requirement of holding two meetings of Independent
Directors as mentioned in Part E of Schedule II of the
Listing Regulations. These meetings were conducted
without the presence of Non-Independent Directors
or members of the Management, thereby providing
a dedicated forum for independent deliberations on
the Board's performance, governance framework and
overall strategic oversight.

The Independent Directors met inter-alia, to:

•    Review the performance of the Non-Independent
Directors and the Board as a whole.

•    Review the performance of the Chairperson
of the Company, taking into account the views
of the Executive Directors and Non-Executive
Directors of the Company.

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

6. DECLARATION FROM INDEPENDENT DIRECTORS:

In accordance with the provisions of Section 149(7) of the
Act and Regulation 25( 8) of the Listing Regulations, the
Company has obtained requisite declarations from all the
Independent Directors, affirming that they meet the criteria
of independence.

Each Independent Director has affirmed that they:

•    fulfil the criteria of independence, as specified under
Section 149(6) of the Act and Regulation 16(1) (b) of the
Listing Regulations.

•    have complied with the requirements of Regulation
25(8) of the Listing Regulations.

•    are not disqualified from being appointed, re¬
appointed or continuing as an Independent Director
under the statutory requirements of the Act or the
Listing Regulations.

•    have complied with the registration requirements
of the Independent Directors' Databank maintained
by the Indian Institute of Corporate Affairs
(IICA), as applicable.

The Independent Directors of the Company strictly adhere
to the Code for Independent Directors, as outlined in
Schedule IV of the Act. Based on these declarations
received from the Independent Directors, the Board has
evaluated and confirmed that all Independent Directors
remain independent of the management and are in full
compliance with the relevant statutory provisions.

Familiarization Program for Independent Directors:

The Company places substantial emphasis on the
orientation and familiarization of its Independent
Directors, to ensure they possess the insights required to
discharge their duties effectively. The Company conducts
comprehensive familiarization programs covering the
Company's operations, governance framework and
evolving regulatory landscape. Detailed information
regarding these familiarization programs is outlined in the
Corporate Governance Report, which forms an integral part
of this Annual Report.

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

The Company confirms that during the financial year 2025-26,
there has been no change in the nature of its business, as required
to be reported in accordance with the provisions of Section 134(3)
(q) of the Act, read with Rule 8(5) (ii) of the Companies (Accounts)
Rules, 2014 and the Company has persistently continued to
engage in its existing business activities, maintaining a focused
approach, without any deviations or alteration.

This continuity reflects the resilience of the Company's
business model and unwavering commitment to long-term
strategic vision and objectives, ensuring sustained value
creation for all stakeholders.

8.    MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF
THE REPORT:

The Company hereby confirms that there have been no
material changes and commitments affecting the financial
position of the Company which have occurred between
the end of the financial year of the Company to which this
financial statement relates and the date of this Report.

This steadiness reflects the Company's sound financial
management and practices, strategic foresight and prudent
decision-making. Accordingly, no additional disclosures or
specific details are required at this stage. The Company's
continued financial position underscores its commitment to
effective governance, disciplined execution, sound decision¬
making and a stable and secure financial trajectory enabling
stakeholders to remain confident in its ability to sustain
stability and pursue its long-term growth objectives.

9.    SHARE CAPITAL:

• AUTHORIZED SHARE CAPITAL:

There has been a change in the Authorized Share
Capital of the Company during the period under
review, as detailed in the table below:

This augmentation is attributed to the successful
amalgamation of Vindhyawasini Sales Private
Limited (“Transferor Company”), a WOS of the
Company with Bikaji Foods International Limited
(“Transferee Company”).

This amalgamation became operative and effective
upon filing of e-Form INC-28 with the Registrar of
Companies, Jaipur by both the Transferor Company
and the Transferee Company on June 30, 2025.

Furthermore, the Scheme of Amalgamation stipulated
that the authorized share capital of the Transferee
Company shall, automatically increase from H 3,600
Lakh divided into 3,600 Lakh Equity Shares having
face value of H 1 each to H 3,700 Lakh divided into 3,700
Lakh Equity Shares having face value of H 1 each, upon
the Scheme of Amalgamation coming into effect,
without any further act or deed.

•    ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

There has been a change in the Issued, Subscribed
and Paid-up Share Capital of the Company during the
period under review, as detailed in the table below:

This increase in the paid-up share capital, is
attributable to the allotment of equity shares under
the Bikaji Employees Stock Option Scheme 2021 -
Scheme- I of the Company.

This allotment reflects the Company's ongoing
commitment to rewarding and incentivizing its
workforce. By strengthening our human capital, we
ensure that the interests of our employees remain
closely aligned with those of our shareholders,
driving the long-term success and sustained growth
of the business.

The following table provides the specifics of the Equity Shares allotted during the financial year 2025-26, resulting in the
augmentation of the Company's paid-up share capital:

It is pertinent to note that, during the period under review, the Company has not issued any equity shares with differential
rights, sweat equity shares or bonus shares. The Company has only one class of equity shares with face value of H 1.00
each, ranking pari passu in all respects, including dividend and voting rights, ensuring a fair and equitable treatment for
all shareholders.

10. PARTICULARS OF EMPLOYEE STOCK OPTION
SCHEME:

The Company is steadfast in its commitment to nurturing
a culture of ownership and recognizing the contributions of
its employees, by rewarding the employees, while aligning
individual performance with organizational objectives.

The Company operates two distinctive schemes
(collectively referred to as “ESOP Schemes”), each
offering the opportunity for employees to participate in the
Company's equity:

•    Bikaji Employees Stock Option Scheme 2021 -
Scheme I (“Scheme-I”): comprises 45 Lakh options,
each convertible into 1 Equity Share of the Company.

•    Bikaji Employees Stock Option Scheme 2021 -
Scheme II (“Scheme-II”): comprises 5 Lakh options,
each convertible into 1 Equity Share of the Company.

The ESOP Schemes are in compliance with the requirements
of the Securities and Exchange Board of India (Share Based

Employee Benefits and Sweat Equity) Regulations, 2021
(“SEBI SBEB & SE Regulations”).

The overarching objectives of these ESOP Schemes are to
attract and retain high-caliber talent, incentivize employees
to align their personal efforts with the Company's broader
strategic objectives and enhance engagement in the Company's
growth trajectory. By offering employees the opportunity to
participate in the Company's equity, the Company aims to
foster a deep sense of ownership and responsibility among its
employees, thereby reinforcing their commitment to the long¬
term growth, success and sustainability of the business.

These ESOP Schemes are an integral component of our
strategy to foster a high-performance culture, where
employees are motivated to contribute to the Company's
ongoing success. By linking employee rewards to the
Company's long-term performance, we aim to drive
sustainable value creation for all stakeholders, while ensuring
the continued success and resilience of the Company.

A summary of the options under ESOP Schemes, as on March 31, 2026, is outlined below:

Detailed information as required under Section 62 of the Act, read in conjunction with Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014, is provided in “Annexure I” to this report.

Additionally, in compliance with the requirements of Regulation 14 of the SEBI SBEB & SE Regulations, detailed disclosures
regarding the Company's ESOP Schemes have been made readily accessible to all the stakeholders of the Company in the
'Investor Relations' section on the Company's website athttps://www.bikaji.com/.

11.    SHARE TRANSFER SYSTEM, DEMATERIALISATION
OF SHARES AND LIQUIDITY:

The Company continues to maintain an almost entirely
dematerialized shareholding structure, reflecting our
commitment to a digital-first shareholder experience.
25,07,36,398 Equity Shares of the Company as on March
31, 2026, representing 99.99% of the total Issued and Paid-
Up Equity Share Capital, are held in dematerialized form
and only 2 Equity Shares, representing a negligible fraction
of the total Issued and Paid-Up Equity Share Capital,
remained in physical form, held by a single Shareholder
of the Company.

The Equity Shares of the Company are frequently traded
on both the BSE and NSE. This active market participation
underscores strong demand and reflects high investor
confidence in the Company's financial stability and long¬
term growth prospects.

Detailed insights into shareholding structures and allied
matters are available in the Corporate Governance Report,
which forms an integral part of this Annual Report.

12.    GOVERNANCE, COMPLIANCE AND BUSINESS
INTEGRITY:

In an increasingly complex and dynamic business
environment, the ability to navigate risk while enabling
growth has become a defining organizational strength. At
Bikaji, Governance, Compliance and Business Integrity are
central to this capability, forming a robust framework that
protects the Company's interests while supporting its long¬
term strategic ambitions.

The Legal, Compliance and Secretarial functions
collectively form an integral part of this framework,
serving as custodians of integrity and enablers of informed
decision-making. Guided by the principle of "Value with
Values" these functions work in close alignment with
business teams to provide strategic counsel across areas
regulatory matters, corporate governance, mergers and
acquisitions, competition law, and product compliance and
enterprise-wide risk management. Its role extends beyond
oversight to actively shaping responsible and sustainable
business outcomes.

Amid rapid technological advancement and evolving
consumer expectations, the regulatory landscape
continues to grow in complexity. In this context, data privacy
and information security have assumed critical importance.
Bikaji remains focused on strengthening its data protection
architecture, ensuring that its legal and security practices
are aligned with leading global standards and are resilient
to emerging risks.

These functions also play a vital role in reinforcing
Corporate Governance standards by ensuring strict
adherence to regulatory requirements, supporting Board
and its Committee processes, and facilitating timely and
transparent disclosures and statutory filings. This ensures
that your Company remains compliant, accountable and
aligned with best practices in corporate governance.

With a strong emphasis on innovation and continuous
improvement, the Company is progressively adopting
technology-driven solutions to enhance governance, risk
and compliance processes.

These functions are also key partners in the Company's
ESG journey, ensuring that our sustainability initiatives and
environmental disclosures are grounded in transparency
and meet emerging global reporting frameworks. Through
engagement with industry leaders, national and regional
regulators, and thought leaders, we strive to influence the
development of policies that support sustainable growth,
ethical competition and highest standards of governance.

Going forward, this integrated governance ecosystem will
continue to anchor the Company's commitment to integrity
and long-term resilience. By providing trusted guidance,
it enables Bikaji to navigate uncertainty with confidence
while upholding the highest standards of governance and
ethical conduct.

13.    WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

At the heart of our corporate identity is an unwavering
commitment to ethical conduct and transparency. Guided
by this principle and in strict adherence to the provisions
of sub-section (9) and (10) of Section 177 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 institutionalized a robust
Vigil Mechanism through its Whistle Blower Policy
(“Policy”). This framework serves as a vital pillar of our
governance architecture, ensuring that every stakeholder
has a protected voice.

This Policy establishes a comprehensive framework that
empowers Directors, Employees and other Stakeholders to
report, confidentially, any instances of unethical behavior or
conduct, fraud, financial mishandling, mismanagement or
violations of the Company's Code of Conduct. It provides a
transparent mechanism for addressing concerns across all
the business activities, while underscoring the Company's
unwavering commitment to safeguarding the whistle
blowers, who act in good faith.

The Company ensures absolute protection against any
form of retaliation or victimization. Furthermore, the Policy
allows for direct access to the Chairperson of the Audit
Committee in appropriate, sensitive or exceptional cases,
ensuring that concerns are addressed with the highest
level of priority and discretion.

Detailed information regarding the Whistle Blower Policy
is outlined within the Corporate Governance Report, which
forms an integral part of this Annual Report. The complete
Policy is available on the Company's website athttps://
www.bikaii.com/governance#policies.

14.    CODE OF CONDUCT:

The Company remains steadfast in its commitment to
the highest standards of ethical conduct, professionalism
and accountability. In alignment with the requirements of

Regulation 17(5) of the Listing Regulations, the Company has
instituted a robust Code of Conduct for Board of Directors
and Senior Management of the Company ("Code"). This
Code serves as an ethical framework guiding leadership
behaviour, ensuring that integrity and transparency remain
at the forefront of all business operations.

For the financial year 2025-26, every Member of the Board
and Senior Management has affirmed their adherence
to the requirements of the Code. A formal declaration
stating this compliance, duly signed by the Chairman and
Managing Director of the Company, is incorporated within
the Corporate Governance Report, which forms an integral
part of this Annual Report.

The Code mandates that Directors and Senior Management
Personnel uphold the highest standards of professionalism
and integrity in all business interactions. Beyond regulatory
compliance, the Code fosters a corporate culture
characterized by mutual respect, fairness, courtesy and
inclusivity. By setting this tone at the top, the Company
promotes an environment of trust that permeates every
level of the organization.

To further reinforce our commitment to ethical governance
and transparency, the Code is readily available on
the Company's website athttps://www.bikaji.com/
governance#policies. This accessibility reflects our ongoing
dedication to aligning our operations with the global best
practices in corporate ethics.

15.    DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:

There were no significant and material orders passed by
any Regulators or Courts or Tribunals, during the financial
year 2025-26, that would, in any way, impact or jeopardize
the going concern status of the Company or adversely
affect its future operations. This reflects Company's strong
regulatory standing, ensuring continued stability and
business growth.

16.    DETAILS OF SUBSIDIARY, JOINT VENTURES AND
ASSOCIATE COMPANIES:

At the beginning of the financial year on April 01, 2025, the
Company had 7 unlisted subsidiary companies [including 4
WOS] and 1 Associate Company.

During the financial year 2025-26, the Company has taken
several strategic decisions, which were executed to enhance
the Company's growth path and expand its market presence.
These actions re-shaped the Company's subsidiary
structure, which include the following key changes:

• Divestment of entire equity stake of 51% in Bikaji
Mega Food Park Private Limited (“BMFPPL”), a non¬
material Subsidiary of the Company. Consequently,
BMFPPL ceased to be a Subsidiary of the Company
with effect from May 15, 2025.

•    Amalgamation of Vindhyawasini Sales Private Limited
(“VSPL”), a WOS of the Company with Bikaji Foods
International Limited, upon filing of e-Form INC-28
with the Registrar of Companies, Jaipur on June 30,
2025. Consequently, VSPL merged with the Company
and ceased to exist as a separate entity.

•    The incorporation of 1 WOS of the Company in the
name of Bikaji Foundation, a Company limited by
guarantee (Non-Profit Organization) under Section 8
of the Act on October 09, 2025.

•    Acquisition of remaining stake of 48.78% in Petunt
Food Processors Private Limited, a Subsidiary of
the Company. Consequently, it became a WOS of the
Company with effect from March 06, 2026.

As at March 31, 2026, the Company operates with below
stated 6 unlisted subsidiary companies [including 5 WOS]
and 1 Associate Company. Currently, the Company does not
have any material subsidiary.

A.    Subsidiaries:

i.    Petunt Food Processors Private Limited (WOS)

ii.    Bikaji Foods International USA Corp (WOS)

iii.    Ariba    Foods Private Limited

iv.    Bikaji    Foods Retail Limited (WOS)

v.    Bikaji    Bakes Private Limited (WOS)

vi.    Bikaji    Foundation (WOS)

B.    Associate

i.    Bhujialalji Private Limited

The Company does not have any Joint Venture as at
March 31, 2026.

For full transparency and a comprehensive
understanding of the financial and operational
standing of these entities, detailed information is
provided below:

•    SUBSIDIARY COMPANIES:

Petunt Food Processors Private Limited (PFPPL):

The Company holds a 100% equity stake in PFPPL,
which operates in the food sector, engaged in the
manufacturing, processing, preparing, preserving,
refining, buying, selling, packing, re-packing,
labelling, sorting, grading directly or sub-contracting
and distribution of a diverse range of food and related
products. PFPPL is involved in the end-to-end
production and delivery of food and related products,
ensuring quality and consistency across its operations,
with the strategy of expanding our footprint in the food
processing sector.

During the financial year 2025-26, the Company has
acquired the remaining equity stake of 48.78% in
PFPPL. For more information, please refer to the
section titled as "Result of Operations and State of
Company's Affairs".

Bikaji Foods International USA Corp (Bikaji USA):

Bikaji USA in the United States represents a significant
expansion of our global operations. The Company
holds 100% stake in Bikaji USA, which is primarily
engaged in the business of marketing, distribution,
trading and sale of a diverse range of food and food-
related products, including bhujia, namkeen, sweets,
frozen food products and other related foods products.

With a strategic focus on strengthening the Company's
international presence, accelerating business growth
and expanding Company's footprint in the USA
territory market, increasing exports, this WOS plays a
key role in enhancing the Company's global presence.

During the financial year 2025-26, the Company has
made a strategic investment by way of an additional
subscription of 55,000 Common Stock of $ 10 each,
amounting to $ 5,50,000 in Bikaji USA. For more
information, please refer to the section titled as
"Result of Operations and State of Company's Affairs".

Bikaji Foods Retail Limited (BFRL): The Company
holds 100% equity stake in BFRL. This venture
marks a significant expansion by way of engaging in
the business of own, manage, administer, establish,
develop, lease, license, franchise, operate, maintain
and carry on the business of cafe, restaurant, tavern,
food catering services, snacks catering services, ice
cream catering services, QSRs, food chain, travel
catering, kiosk, mobile food station, canteens, opening
outlets, etc., and making investment in other entities
or organizations having similar or allied objectives.

During the financial year 2025-26, the Company has
made an additional subscription to 10,52,630 Equity
Shares in BFRL. For more information, please refer to
the section titled as "Result of Operations and State of
Company's Affairs".

Bikaji Bakes Private Limited (BBPL): The Company
holds 100% equity stake in BBPL. BBPL is a vital
part of our strategy to expand our presence in the
bakery and frozen food markets. BBPL is engaged
in the manufacturing, sales and marketing of bakery
products like croissants, breads, viennoiseries, cakes,
pastries, doughnuts, brownies, and other bakery
products. This venture strengthens the Company's
position in the bakery and frozen food segments,
offering greater operational capabilities and
outspreads our competitive positioning in the market.

Bikaji Foundation: During the financial year 2025¬
26, the Company has incorporated a new WOS in
the name of Bikaji Foundation, a Section 8 Company
(Non-Profit Organization). The Bikaji Foundation is
incorporated to plan, design, undertake, implement,
supervise, and monitor the CSR initiatives, programs,
and projects, on behalf of the holding Company (i.e.
Bikaji Foods International Limited), with the objective
of achieving operational autonomy in executing
CSR initiatives, while ensuring compliance with the

applicable provisions of the Act, read with the CSR
Policy Rules, as amended, from time to time. For
more information, please refer to the section titled as
"Result of Operations and State of Company's Affairs".

Ariba Foods Private Limited (AFPL): The Company
holds equity stake of 55% in AFPL and it is specializes
in the business of manufacturing and selling of high-
quality snacks under the brand name InDine’, and
also, undertakes contract manufacturing services
for various third parties and its operations comprise
of manufacturing, marketing, distribution, sale of
all type of snacks & savories, frozen food including
samosa, naan, paratha, sweets, etc. This subsidiary
forms an integral part of the Company's strategy to
strengthen and expand its frozen snacks and sweets
business across domestic and international markets.

• ASSOCIATE COMPANY:

Bhujialalji Private Limited (BPL): The Company
currently holds 49% equity stake in the BPL, which is
engaged in the FMCG division and with a specialization
in the manufacturing and trading of bhujia, namkeen
and snacks, marketed under the brand name
"BHUJIALALJI’’ and has an extensive presence across
modern trade, e-commerce and quick-commerce
platforms in the territory of India. The strategic
investment in BPL is integral to further strengthening
our market position in the FMCG sector, enabling us
to capitalize on emerging market trends and further
enhancing our product portfolio.

The audited financial statements of the Company,
including the consolidated financial statement, along
with documents required to be attached thereto
and audited financial statements of each of its
subsidiary(ies) and associate company, in compliance
with the provisions of Section 136 of the Act and
Regulation 46(2) of the Listing Regulations, are readily
available for review on the Company's website at
https://www.bikaii.com/financials.

In addition, as required under Section 129(3 ) of the
Act, read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing salient features
of the financial statements of the Subsidiary(ies)
and Associate company in Form AOC-1 is annexed
herewith as "Annexure II" to this Report. To ensure
brevity and avoid duplication, the detailed specifics
regarding the operations, financial performance and
key metrics of these entities are incorporated within
the Consolidated Financial Statement ensuring full
transparency and regulatory alignment.

17. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Pursuant to the requirements of Regulation 34(2)(e), read
with Part B of Schedule V of the Listing Regulations,
the Management Discussion and Analysis Report
(“MDA Report”) for the financial year 2025-26 is set out in
this Annual Report.

More than a mere financial summary, MDA Report presents
a comprehensive analysis of the Company's financial
performance, operational milestones, key achievements,
strategic initiatives and internal control system during the
period under review. It also highlights the key challenges
encountered, along with the Company's responsive and
adaptive strategies to address them, while outlining the
strategic roadmap ahead. The insights set out in this
Report not only provide a holistic understanding of the
Company's current position, but also articulate its vision
for sustainable growth and long-term value creation.

Through a clear and balanced overview of performance and
future prospects, the Report seeks to equip stakeholders
with meaningful insights to make well-informed decisions,
while reinforcing the Company's commitment to
maintaining the highest standards of corporate governance,
transparency and accountability.

18.    DEPOSITS:

The Company has neither accepted, nor renewed any
Deposits, as delineated under Section 73 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014, during
the financial year 2025-26.

19.    COMPLIANCE WITH SECRETARIAL STANDARDS:

Pursuant to Section 118(10 ) of the Act, the Company has
diligently adhered to all the applicable Secretarial Standards,
issued by the ICSI, including any subsequent amendments,
during the year under review. Such compliance reflects the
Company's commitment to robust corporate governance,
transparency and regulatory compliance, emphasizing its
dedication to ethical business practices and accountability.

20.    ANNUAL RETURN:

In accordance with the provisions of Section 92(3 ) and
Section 134(3)(a) of the Act, the Annual Return of the
Company for the financial year ended on March 31, 2026,
has been made available on the Company's website, which
is readily accessible to all stakeholders and can be viewed
athttps://www.bikaii.com/others#annual-return.

21.    NOMINATION AND REMUNERATION POLICY:

In alignment with the provisions of Section 178 of the Act
and Regulation 19 of the Listing Regulations, the Company
has instituted a robust Nomination and Remuneration
Policy (“NR Policy”) governing the process of selection,
appointment, remuneration and other related matters
pertaining to the Directors, KMPs and Senior Management
of the Company.

The NR Policy, delineates the clear and transparent
framework for the appointment, re-appointment and
remuneration of key personnel, ensuring a thorough
evaluation of several factors such as professional
qualifications, relevant industry experience, positive
attributes and performance assessments. Furthermore,
it aligns remuneration with the scope of responsibilities,

industry benchmarks, and the Company's long-term
strategic obiectives and financial health.

Remuneration decisions are the result of a strategic
review process, ensuring they remain market-competitive
while staying closely aligned with the Company's vision
and values. These structures are designed to incentivize
performance and drive sustainable value creation for all
the stakeholders.

The salient features of the NR Policy are expounded in the
Corporate Governance Report, which forms an integral
part of this Annual Report. In the spirit of transparency
and stakeholder engagement, the NR Policy is also made
available for review on the Company's website athttps://
www.bikaii.com/governance#policies.

22.    CORPORATE GOVERNANCE REPORT:

Guided by a culture of transparency, the Company strictly
adheres to the governance norms stipulated under
Regulation 34, read with Para C of Schedule V of the
Listing Regulations. A detailed Corporate Governance
Report is featured as an integral part of this Annual Report,
providing stakeholders with a clear view of our ethical
framework and internal practices, which collectively
reinforce our commitment to integrity, accountability and
stakeholder trust.

To provide independent assurance of our compliance with
the corporate governance norms as stipulated in the Listing
Regulations, the Company has obtained a certificate from
M/s V. M. & Associates, Company Secretaries in Practice
(Firm Registration No: P1984RJ039200), which confirms that
the Company has complied with the conditions of corporate
governance as stipulated under the Listing Regulations.

This certificate underscores the Company's dedication to
operational excellence and ethical leadership. Together,
the Corporate Governance Report and the accompanying
certificate clearly demonstrate the Company's commitment
to fostering enduring trust and confidence among its valued
stakeholders.

23.    BUSINESS    RESPONSIBILITY    ANDSUSTAINABILITY REPORT:

We recognize that responsible business practices are the
bedrock of sustainable growth. For Bikaji, ESG principles
are recognized as an innate pillar of our business ethos,
serving not merely as a reporting requirement but as a
framework for operational excellence. By aligning our
business obiectives with broader societal goals, we strive
to ensure that our growth remains ethical, transparent
and impactful.

Pursuant to the requirements of Regulation 34(2)(f) of
the Listing Regulations, the Company has prepared a
comprehensive Business Responsibility and Sustainability
Report (“BRSR”) for the financial year 2025-26. This report
forms an integral part of this Annual Report, provides a
transparent, detailed account of the Company's initiatives,

progress, performance and achievements across all the
ESG dimensions.

This disclosure serves as a detailed roadmap of our ESG
journey, outlines Company's performance against the
9 core principles of the National Guidelines for Responsible
Business Conduct (NGRBC), which presents an in-depth
overview of our endeavors and actions under each of
these principles, reflecting our continued commitment to
sustainable and responsible business practices.

From environmental stewardship to social equity, the BRSR
underscores our commitment to a balanced and sustainable
future. Through this approach, the Company continues to
create long-term value while contributing positively to the
environment and the stakeholders it serves.

24.    PERFORMANCE EVALUATION OF THE BOARD,
ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

A cornerstone of the Company's governance framework
is the NR Policy, which is meticulously formulated,
reviewed and recommended by the NRC and duly
approved by the Board.

In strict alignment with the provisions of the Act and the
Listing Regulations, the NR Policy is designed to ensure
a transparent, fair and merit-based approach towards the
appointment, remuneration and performance evaluation
of both Executive and Non-Executive Directors. It lays
down clear guiding principles relating to qualification
criteria, positive attributes, independence of Directors,
remuneration structures and evaluation parameters.

The Company has instituted a structured and comprehensive
performance evaluation framework for assessing the
effectiveness of the Board, its Committees and individual
Directors, including Independent Directors. This evaluation
mechanism is aimed at enhancing overall governance
effectiveness by reviewing the functioning, composition,
competencies, participation and contribution of members.
The detailed methodology and criteria for such evaluation
are elaborated in the Corporate Governance Report, which
forms an integral part of this Annual Report.

The evaluation process is conducted in a systematic and
objective manner, ensuring that constructive feedback is
provided and duly considered for improving Board dynamics,
decision-making processes and strategic guidance.

Through this robust framework, the Company ensures
that its leadership remains aligned with regulatory
expectations, global best practices and the evolving
needs of its stakeholders. The process underscores the
Company's continued commitment to fostering a culture of
accountability, transparency and continuous improvement,
thereby strengthening its governance standards and
supporting long-term sustainable value creation.

25.    DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Act,
the Board of Directors of the Company, to the best of

their knowledge and belief and based on the information
and interpretations obtained by them, hereby confirms
and states that:

(a)    in the preparation of the annual accounts for the
financial year ended on March 31, 2026, the applicable
accounting standards had been followed with no
material departures;

(b)    the Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at March 31, 2026 and of the profit and
loss of the Company for the financial year ended on
March 31, 2026;

(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, 2026 on a going
concern basis;

(e)    the Directors had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

(f)    the Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

26. JOINT STATUTORY AUDITORS AND THEIR
REPORT:

Financial integrity and transparent reporting serve as
the bedrock of our engagement with stakeholders. The
Company remains steadfast in its commitment to providing
an accurate, reliable, and comprehensive view of the
financial health, ensuring that all disclosures are aligned
with the highest standards of corporate governance and
regulatory compliance.

In line with this commitment and following the
recommendation made by Audit Committee and the Board
of Directors of the Company, the Members of the Company
at their 29^th AGM of the Company held on September 25,
2024, approved the appointment/re-appointment of M/s
Ashok Shiv Gupta & Co., Chartered Accountants (Firm
Registration No.: 017049N) and M/s M S K A & Associates
LLP (Formerly known as M S K A & Associates!, Chartered
Accountants (Firm Registration No.: 105047W/W101187)
respectively, as the Joint Statutory Auditors of the Company
for a term of 5 consecutive years, to hold the office from the
conclusion of 29^th AGM till the conclusion of 34^th AGM of the
Company to be held in the year 2029.

For the financial year 2025-26, the Joint Statutory
Auditors conducted a comprehensive audit of the
Company's financial statements to ensure a true, fair
and accurate representation of the Company's financial
performance and position.

In strict adherence to the provisions of Section 139 and 141
of the Act, read with the relevant rules and regulations made
thereunder, the Joint Statutory Auditors of the Company
have affirmed their eligibility and independence to continue
as Statutory Auditors of the Company for the financial year
2026-27, consistently maintaining independence and the
highest standards of professional ethics.

The robustness of the Company's internal controls systems
and governance framework is further evidenced by the
fact that no instances of fraud were identified or reported
by the Joint Statutory Auditors of the Company in their
Audit Report for the financial year ended on March 31,
2026, in terms of Section 143(12 ) of the Act. Accordingly,
no additional disclosure under Section 134(3) of the Act is
warranted in this regard.

An Unmodified Opinion was issued in the Auditor's
Report for the financial year 2025-26, affirming that the
financial statements are free from any qualifications,
reservations, or adverse remarks. The accompanying
notes to these financial statements are comprehensive and
self-explanatory, requiring no further clarification. This
clean audit report reaffirms the Company's unwavering
commitment to the highest standards of corporate
governance, ensuring continued trust and confidence from
our stakeholders and investors.

27. JOINT SECRETARIAL AUDITORS AND THEIR
REPORT:

Legal integrity and procedural transparency serve as the
bedrock of our compliance framework. The Company
remains steadfast in its commitment to upholding the
highest standards of statutory adherence, ensuring that all
corporate actions and secretarial disclosures are aligned
with the provisions of the law and the principles of ethical
corporate governance.

In line with this commitment and in compliance with
the provisions of Section 204 of the Act, read with the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the Listing
Regulations, following the recommendation made by Audit
Committee and the Board of Directors of the Company, the
Members of the Company at their 30^th AGM of the Company
held on September 16, 2025, approved the appointment
of M/s S.K. Joshi and Associates, Company Secretaries
in Practice (Firm Registration No.: P2008RJ064900) and
M/s V. M. & Associates, Company Secretaries in Practice
(Firm Registration No.: P1984RJ039200), as the Joint
Secretarial Auditors of the Company. They were appointed
for the first term of 5 consecutive years, with effect from
April 01, 2025 to March 31, 2030.

For the financial year 2025-26, the Joint Secretarial
Auditors have issued their Secretarial Audit Report in Form
MR-3, which does not contain any qualification, reservation
or adverse remark, reflecting a comprehensive and robust
compliance framework.

Further, during the year under review, no instances of fraud
were identified or reported by the Joint Secretarial Auditors
of the Company in their Secretarial Audit Report, in terms
of Section 143(12 ) of the Act. Accordingly, no additional
disclosure is warranted in this regard under Section
134(3) of the Act.

The Joint Secretarial Auditors of the Company have affirmed
their eligibility and independence to continue as Secretarial
Auditors of the Company for the financial year 2026-27.

The Secretarial Audit Report issued in Form MR-3 is annexed
as "Annexure III" to this Report, providing stakeholders and
investors complete transparency regarding our compliance
framework and reinforcing our commitment to rigorous
corporate governance.

28. INTERNAL AUDITOR:

Governance at the Company is defined by transparency,
accountability and the continuous evaluation of our
internal control systems. To ensure our operations remain
compliant and efficient, we have instituted a comprehensive
internal audit mechanism fully aligned with the provisions
of Section 138 of the Act, read with rules made thereunder
and applicable regulations under the Listing Regulations.
This framework empowers us to identify potential risks
early and fortify our internal processes, ensuring that
our systems remain robust and responsive to the evolving
business environment.

The Board of Directors based on the recommendation
of the Audit Committee, appointed Mr. Saurabh Kumar
Agrawal, Associate Vice President - Finance, as the Internal
Auditor of the Company, at their meeting held on July 24,
2024. He continues to lead the internal audit function,
and his expertise remains instrumental in strengthening
internal controls, ensuring compliance and reinforcing our
commitment to transparent corporate governance.

Our internal audit process is characterized by close
collaboration between the Internal Auditor, the Audit
Committee, and the Joint Statutory Auditors. Throughout the
financial year 2025-26, the Audit Committee was systematically
apprised of key audit findings and recommendations. The
Committee conducts a thorough review of these reports and
oversees the implementation of corrective actions, ensuring
that potential risks and operational inefficiencies are
proactively mitigated. This structured approach underscores
our dedication to maintaining operational excellence and
sound financial management.

Adopting a risk-based approach, the internal audit function
goes beyond traditional compliance to focus on operational
value addition. Through periodic reviews of business cycles and
cross-functional processes, we ensure that our control systems
evolve in tandem with our organizational scale. We leverage

data-driven insights to refine our risk mitigation strategies,
to ensure that our internal controls are not only effective in
detecting deviations but are also proactive in preventing them.
This focus on continuous improvement enables us to anticipate
market shifts and operational challenges, fostering a culture
of resilience and disciplined growth.

During the year under review, no instances of fraud
were identified or reported by the Internal Auditor of the
Company in the Internal Audit Report, in terms of Section
143(12) of the Act. Accordingly, no additional disclosure
is warranted in this regard under Section 134(3) of the
Act. This outcome reflects the strength of the Company's
internal control framework and the effectiveness of its
governance practices.

29.    CORPORATE SOCIAL RESPONSIBILITY:

In alignment with the provisions of Section 135 of the
Act, read with the CSR Policy Rules, the Company has
constituted a CSR Committee, the details of which are
comprehensively outlined in the Corporate Governance
Report, which forms an integral part of this Annual Report.
The Company is profoundly committed to fulfilling its
social responsibilities and consistently strives to make a
meaningful and sustainable contribution to the well-being
of the society in which it operates.

In accordance with the provisions of the Act and Rule 8
of the CSR Policy Rules, the Company has prepared the
Annual Report on CSR activities, which is furnished in
“Annexure IV” to this Report.

Adhering to the statutory requirements, the Company has
adopted a robust and well-structured CSR Policy, fully aligned
with the legal framework. This CSR Policy encompasses
clearly defined objectives, identified focus areas, a strategic
mechanism for implementation and monitoring, appropriate
allocation of the CSR budget and a structured framework for
transparent reporting and disclosure.

During the year under review, the Company has
incorporated a WOS i.e. Bikaji Foundation to plan, design,
undertake, implement, supervise, and monitor the CSR
initiatives, programs and projects, on behalf of the holding
Company (or other entities, as legally permissible). Further
details in this regard are provided in the section titled as
"Result of Operations and State of Company's Affairs".

In line with the Company's commitment to transparency
and to ensure accessibility for all the stakeholders and
interested parties, the complete CSR Policy is available
for review on the Company's website athttps://www.
bikaii.com/governance#policies. Our CSR initiatives serve
as a testament to our deep-rooted commitment to social
welfare, reflecting our ongoing efforts to create sustainable,
positive impact on the society and communities we serve.

30.    PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The detailed particulars of loans given, guarantees provided
and investments made by the Company are disclosed in

the Financial Statements, together with the accompanying
notes thereto, which forms an integral part of the financial
statements, in compliance with the provisions of Section
186 of the Act.

31. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

Strong corporate governance practices form the foundation
of Bikaji's operations, with a clear emphasis on the highest
standards of ethics, transparency and accountability. In line
with these principles, all the Related Party Transactions
(“RPTs”), are entered into exclusively in the ordinary course
of business and on an arm's length basis, ensuring that
the interests of the Company and its stakeholders are
consistently safeguarded.

During the financial year 2025-26, all RPTs undertaken
were in full compliance with the provisions of Section 177,
188 of the Act, read with the relevant rules made thereunder
and Regulation 23 and other applicable regulations of the
Listing Regulations.

All RPTs received prior approval from the Audit Committee
of the Company, which were also approved by the Board
of Directors, as part of the Company's commitment to
upholding sound Corporate Governance practices. Further,
all RPTs are placed before the Audit Committee for quarterly
review and oversight. The Audit Committee comprises
solely of Non-Executive Directors, with no representation
from Executive Directors, thereby ensuring independent
and unbiased oversight in its functioning.

All RPTs entered during the financial year 2025-26 were
executed with due diligence, in the ordinary course of
business and on an arm's length basis. Further, the
Company has not entered into any contracts, arrangements
or transactions with related parties that would be
considered material in terms of Section 188(1) of the Act.
Accordingly, the requirement for disclosure in Form AOC-2
pursuant to Section 134(3)(h) of the Act, read with Rule 8(2)
of the Companies (Accounts) Rules, 2014, is not applicable
to the Company.

In addition, the Company has established robust internal
control mechanisms and monitoring systems to identify,
review and manage RPTs on an ongoing basis. All such
transactions are periodically evaluated to ensure continued
compliance with the applicable regulatory framework. The
Company obtains a report from an independent accounting
firm confirming the arm's length nature of pricing
adopted for its RPTs.

To facilitate seamless business operations, the Board and
Audit Committee, at their meeting held on January 27,
2026, granted omnibus approval for RPTs of a repetitive
nature expected to occur in the ordinary course of business
during the financial year 2026-27.

While these transactions are routine and conducted on
an arm's length basis, they will continue to be presented
before the Audit Committee, on a quarterly basis for
review, to ensure sustained compliance and transparency.

Details of RPTs are disclosed in Note No. 36 of the Financial
Statements, which forms an integral part of this Annual
Report, in accordance with Ind AS - 24.

The Company has also adopted a comprehensive Policy
on Materiality of Related Party Transactions and on
Dealing with Related Party Transactions (“Policy”), which
establishes clear guidelines to ensure fair treatment of
all stakeholders and also, outline procedures to prevent
or mitigate any potential conflicts of interest between the
Company and its stakeholders. The Policy is available on
the Company's website and can be accessed athttps://
www.bikaii.com/governance#policies.

32.    CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

In compliance with the provisions of Section 134(3)(m) of
the Act, read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, the prescribed particulars relating to the
conservation of energy, technology absorption, foreign
exchange earnings and outgo are set out in “Annexure V”
to this Report.

33.    DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

At Bikaji, we uphold a zero-tolerance policy towards all
forms of discrimination, harassment and misconduct,

including sexual harassment. We are steadfast in our
dedication to fostering a healthy, respectful and inclusive
workplace where the dignity and rights of all employees are
protected as a matter of paramount importance.

Our commitment to a safe work environment is anchored in
our strict adherence to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 (“POSH Act”). In alignment with the requirements of
the POSH Act, the Company has implemented a robust Anti¬
Sexual Harassment Policy (“Policy”). This Policy underpins
the Company's commitment towards providing and
maintaining a positive, safe and secure work environment
and a workplace, empowering all employees to excel without
the fear of discrimination or harassment. The complete
policy is available on the Company's website and can be
accessed athttps://www.bikaii.com/governance#policies.

In compliance with the provisions of Section 4 of the POSH
Act and rules made thereunder, Bikaji has constituted an
Internal Complaints Committee (ICC), specifically tasked
with the impartial, timely and sensitive resolution of any
complaints related to sexual harassment at the workplace.
By prioritizing fairness and confidentiality in our redressal
mechanisms, we ensure that our governance standards are
consistently applied across all levels of the organization.

In our ongoing quest for excellence, Bikaji has developed
and systematically implemented sustainable systems and
robust processes that safeguard the integrity of food safety
and hygiene at every level. Our highly skilled specialized
Quality Assurance (QA) and Quality Control (QC) teams have
intensified their focus on quality assurance of products
across geographies and ensured process excellence,
harmonization, and the implementation of customized
quality guidelines. The team actively drives continuous
improvements by conducting comprehensive, rigorous
evaluations, at every stage - from incoming raw materials
to in-process controls and final product assessments.
For operational excellence, we recently upgraded our
Enterprise Resource Planning (ERP) platform from
Microsoft Dynamics to SAP.

This transition is aimed at:

•    Enhancing traceability and quality control transparency;

•    Fostering accountability with swift dissemination of
results to all stakeholders; and

•    Standardizing the processes across all units to ensure
uniform product with consistent quality.

Signifying our unyielding commitment to quality and food
safety, we conduct both internal and external audits of our
manufacturing facilities and management systems, at regular
intervals. These audits are carried out in strict compliance
with the regulatory requirements as well as internationally
recognized frameworks and standards such as Food Safety
and Standards Authority of India (FSSAI), Export Inspection
Council (EIC), Agriculture and Processed Food Products
Export Development Authority (APEDA), as well as Food Safety
Management System (FSMS), Brand Reputation Compliance
Global Standards (BRCGS) and Quality Management System
(QMS). This rigorous approach ensures our alignment with
global standards and compliance with all the pertinent
regulations governing the production, storage, distribution
and labeling of food products. Furthermore, Bikaji complies
with the requirements of the Food Safety and Standards Act,
2006, and all other relevant Legal Metrology requirements by
adhering to international quality standards and certifications.
This underscores our commitment to maintaining the highest
levels of regulatory compliance and delivers the products of
highest caliber to its consumers.

To further solidify our commitment to excellence, your
Company fully adheres to internationally recognized quality
standard certifications, including ISO 22000, BRCGS,
APEDA, EIC and HALAL. By prioritizing these practices, we
consistently deliver excellent food products that not only
meet, but exceed, the highest standards for safety, quality
and consumer satisfaction.

Through the steady application of these industry-leading
practices, Bikaji assures all the stakeholders including
investors, customers and regulatory bodies that we
remain dedicated to upholding the highest standards of
quality, delivering products of exceptional excellence, and
contributing to the trust and value that defines our brand.

35. SUSTAINABILITY:

At Bikaji we believe that true growth is measured by the
footprint we leave behind, sustainability is not an adjunct to
our business; it is the core of our operations, driving every
decision and shaping our long-term vision. We recognize
the profound responsibility we hold as a responsible
business in the FMCG division and the vital importance of
minimizing our environmental footprint, while, maximizing
value for our stakeholders. We are committed to integrating
sustainable practices that not only benefit the environment,
but, also, contribute to the well-being of the communities
we serve. Our sustainability journey is grounded in the
principles of resource efficiency, innovation, environmental
stewardship and social responsibility, ensuring that we
create lasting value and more sustainable future for all
our stakeholders.

I.    Decarbonizing Our Energy Matrix

We are aggressively transitioning our manufacturing
facilities toward a low-carbon future by minimizing
reliance on non-renewable resources, through the
adoption of renewable energy and energy-efficient
practices. By incorporating Bio-Gas across various
aspects of our manufacturing processes, we have
transformed a traditional waste stream into a clean
energy source.

We continue to enhance our green energy share
by adding to our existing solar infrastructure.
We are currently in the process of installing an
additional 1.5 MW rooftop solar power plant and 6
MW ground mounted solar power plant in Bikaner,
Rajasthan. By harnessing Rajasthan's vast solar
potential, we are shielding our operations from grid
instability while fulfilling our commitment to clean,
decentralized power.

Beyond these initiatives, the Company continues
to explore and implement innovative technologies,
process optimization measures and energy-efficiency
interventions aimed at reducing greenhouse gas
emissions and enhancing resource efficiency across
its operations.

II.    Ecological Stewardship and Biodiversity

Our responsibility extends beyond the factory walls.
Through targeted Plantation Initiatives, both at our
operational sites and in surrounding communities,
we are actively restoring local ecosystems. These
reforestation programs do more than just offset
carbon; they improve air quality and foster a culture
of environmental consciousness within our host
communities. These Tree-Planting Programs serve
not only to enrich the natural environment, but, also,
to foster a sense of responsibility and community
engagement, aligning with our broader environmental
goals and commitment to CSR.

III.    Water Neutrality:

Water is a precious resource, and at Bikaji, by
deploying advanced Effluent Treatment Plant (ETP)

and Sewage Treatment Plant (STP), we ensure
that every drop of water is recovered, treated and
repurposed, effectively eliminating environmental
discharge. This reflects our ongoing commitment to
ESG goals and proactive approach to environmental
stewardship and resource conservation.

During the year under review, an ambitious and
innovative project to establish a state-of-the-art
wastewater treatment plant became operational.
This facility currently enables us to recycle and
reuse approximately 80,000 Litres of water per day,
significantly reducing our reliance on freshwater
resources. We are steadily scaling up these operations,
with a target to reach a recycling capacity of 3,00,000
Litres per day in the coming months thereby setting a
new benchmark for sustainable water management
in the industry. The plant employes advanced
methodologies and sustainable practices to treat and
re-cycle wastewater, ensuring minimal environmental
footprint while reinforcing our commitment to
contribute to broader water conservation efforts.

To lead the ethnic snack industry not just in taste and
scale, but in our unwavering commitment to a greener,
more resilient world. We are proud of the progress
we have made and remain committed to advancing
our sustainability agenda, delivering long-term value
for our stakeholders and setting a benchmark for
responsible corporate practices in the industry.

36. HUMAN RESOURCES AND INDUSTRIAL
RELATIONS:

At Bikaji, we recognize that our competitive advantage is
not just in our recipes, but in our people, as we consistently
upheld the belief that our employees are the greatest
strength and foundation of the Company's success and
sustainable growth. Their dedication, innovation, passion
and commitment to excellence form the bedrock of
our achievements.

During the period under review, in our pursuit of operational
excellence, your Company has successfully implemented
Darwinbox, a cloud-based Human Capital Management
(HCM) platform, to digitize and streamline our end-to-end
HR ecosystem. This transition marks a significant milestone
in our journey toward a "paperless" and data-driven
workplace. By leveraging this mobile-first technology,
we have enhanced employee self-service capabilities,
simplified recruitment and onboarding, and integrated
real-time performance tracking. This digital leap not only
improves administrative efficiency but also provides us with
actionable insights into workforce analytics, ensuring that
our HR strategies remain agile, transparent and aligned
with our rapid organizational scaling.

During the year, the Company rolled out a range of strategic
programs aimed at fostering a dynamic environment that

supports a high-performance culture while promoting
inclusivity, respect, empathy and personal growth.
These initiatives are crafted to enhance professional
competencies and empower our employees to realize
their full potential, aligning individual milestones with the
overarching strategic goals of the Company.

As of March 31, 2026, our workforce comprises 3,040
permanent employees, representing a diverse group
drawn from a wide array of social, economic and
geographic backgrounds. This diversity is a vital source
of strength, enabling us to tackle challenges with fresh
perspectives and innovative solutions. We continue to
invest in skill enhancement and leadership development
within a meritocratic environment; optimizing employee
potential, increasing productivity and fostering a culture of
continuous improvement.

To sustain our market leadership, we anchor our talent
strategy in a rigorous, 5P Framework built on 5 key pillars.
This strategic blueprint ensures that our operational
excellence is consistently matched by our cultural integrity,
creating a high-performance ecosystem where business
goals and human potential converge:

•    People: Attracting and    retaining industry¬

leading professionals.

•    Policy:    Maintaining    transparent, merit-

based governance.

•    Process: Implementing    agile workflows for

maximum efficiency.

•    Performance: Celebrating a culture where
"excellence" is the baseline.

•    Productivity:    Optimizing    output to drive

shareholder value.

We believe those who build the future of Bikaji should own
a piece of it. Our ESOP Schemes have transformed our
permanent workforce into a community of shareholders,
fostering a sense of ownership and expanding their
investment in the Company's long-term success. These
ESOP Schemes exemplify the Company's commitment to
talent retention and aligning individual aspirations with the
broader vision of the Company.

Bikaji remains steadfast in its dedication to investing in its
people. By providing a nurturing, inclusive, and development-
focused environment, we ensure that every individual has
the opportunity to learn, grow, contribute, and succeed. Our
continued focus on employee development, harmonious
industrial relations and community engagement reflects
our unwavering commitment to creating value for all
stakeholders, driving innovation and achieving excellence
across all levels of the organization.

37. CREDIT RATING:

Driven by the Company's consistent operational excellence
and strong financial performance, ICRA Limited, a Credit
Rating Agency has reaffirmed its ratings on August 25,
2025 as follows:

38.    PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

In compliance with the provisions of Section 197(12) of the
Act, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
(“MR Rules”), the prescribed disclosures, including the
ratio of the remuneration of each Director to the median
remuneration of employees and other pertinent details, are
provided in “Annexure VI” to this Report.

The statement containing particulars of employee
remuneration, as required under provisions of Section
197(12) of the Act, read with Rule 5(2) and 5(3) of the MR
Rules, forms part of this Report. In accordance with the
second proviso to Section 136(1) of the Act, read with second
and third proviso of Rule 5 of the MR Rules, the Annual
Report is being sent to the Members of the Company,
excluding the aforesaid statement. The statement is open
for inspection upon request by the Shareholders, and any
Member desirous of obtaining the same may write us
atcs@bikaji.com.

39.    ADEQUACY OF INTERNAL FINANCIAL CONTROL
WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

The Company maintains a robust and comprehensive
internal financial control framework, meticulously tailored
to align with the scale, complexity and strategic imperatives
of its business operations. These controls are designed
with the primary objective of safeguarding stakeholders'
interests, ensuring operational efficiency, and proactively
mitigating financial and operational risks. At the core of
this system is an unwavering commitment to integrity,
transparency and ethical conduct, which remains deeply
embedded into the Company's work culture.

Our multi-layered control span entity-level governance,
process-level safeguards and IT-integrated controls. These
mechanisms work in concert to ensure the accuracy,
reliability and completeness of the financial records. We
conduct regular and rigorous evaluations of these controls
throughout the year, and the results consistently affirm their
effectiveness in preventing fraud, minimizing errors, and
ensuring the timeliness and accuracy of financial reporting.

As the Company continues to scale its operations, we have
increasingly integrated technology-driven controls into
our financial and operational processes. Our Enterprise
Resource Planning (ERP) systems are configured with

robust access controls and automated validation checks,
ensuring data integrity at every touchpoint.

To further bolster the internal control framework, the
Company has also engaged a renowned and independent
firm of Chartered Accountants, in addition to the Internal
Auditor. This offers an impartial evaluation of the internal
control systems, providing the Audit Committee with critical
insights and actionable recommendations for continuous
improvement. This independent scrutiny, coupled with our
rigorous internal audit processes, provides reasonable
assurance to the Joint Statutory Auditors, regarding the
accuracy, integrity, reliability and transparency of the
Company's financial reporting.

Our internal financial control systems are fully compliant
with the Ind AS, the Act, Securities and Exchange Board
of India (SEBI) Regulations and other relevant legislative
frameworks. By ensuring strict adherence to these
standards, the Company reinforces its commitment to
upholding the highest standards of corporate governance
and regulatory compliance.

For a comprehensive understanding of the internal financial
controls, including their effectiveness and alignment
with the Company's strategic goals, please refer to the
Management Discussion and Analysis Report, which forms
an integral part of this Annual Report.

40. ENVIRONMENT, HEALTH AND SAFETY (EHS):

The Company remains steadfast in its commitment
to upholding the highest standards of environmental
sustainability and ensuring the health and safety of all
employees and stakeholders, across all aspects of our
operations. In strict adherence to regulatory frameworks,
licenses and certifications, we ensure that every facet of our
business operations complies with the most stringent and
rigorous requirements. Our comprehensive Environment,
Health and Safety Policy prioritize the well-being of our
workforce, including employees, contractors and all those
who interact with our operations through robust healthcare
benefits, specialized technical training, and consistent
guidance on occupational health and safety. By fostering a
secure and supportive working environment, we ensure that
safety is not just a protocol, but a core organizational value.

Recognizing the global challenge of plastic waste, your
Company has proactively mitigated its environmental
footprint through strategic compliance and innovation. We
strictly adhere to the Plastic Waste Management Rules,
2016, and have pioneered technology-driven solutions
for Extended Producer Responsibility (EPR). Through a
strategic partnership with a digital-first EPR provider, we
have streamlined our recovery and recycling obligations,
effectively managing the end-of-life cycle of our packaging
materials in a manner that aligns with both regulatory
standards and global sustainability targets and minimizing
environmental impact, contributing to a circular economy.

The Company has taken significant strides in resource
preservation through the implementation of advanced
wastewater treatment solutions. During the year under
review, our state-of-the-art wastewater treatment
plant was successfully commissioned and is currently
operational. The facility is presently recycling and reusing
approximately 80,000 litres of water per day, marking
a critical step in reducing our reliance on freshwater
resources. As we continue to optimize and scale our
treatment methodologies, we aim to increase this
capacity to 3,00,000 litres per day in the coming years,
reinforcing our long-term commitment to national water
conservation efforts.

At Bikaji, the commitment to a zero-harm environment
remains a cornerstone of our operational excellence.
Our safety strategy was driven by a proactive three-
pillar framework: infrastructure upgrades, behavioural
awareness, and response readiness. We prioritized
upgrading facility hardware to mitigate physical risks,
coupled with the strict enforcement of mandatory PPE
across all operational zones. To ensure 360-degree
protection, we maintained 24/7 ambulance access and
continuous first-aid support across every facility.

We believe that the best safety protocols are those
owned and enacted by our people. Throughout the year,
we conducted numerous specialized safety training
sessions, ranging from mock drills, firefighting, first-aid,
to threat identification and specialized technical handling.
Recognizing the evolving nature of modern risks, we also
integrated Cyber Security awareness into our training
modules to ensure the resilience of our digital and physical
infrastructure. Our management and operational leads
engage in regular site inspections and safety reviews
to identify potential hazards and implement proactive,
preventative solutions. By empowering our employees to
act as safety ambassadors, we have moved beyond simple
compliance toward a self-sustaining culture of vigilance
and mutual care.

Our annual Safety Week served as a high-impact platform
to reinvigorate our collective commitment. The event
featured interactive workshops, emergency simulations
and recognition programs to reward safety champions.
Through targeted training and the Safety Week initiatives,
we empowered our workforce to move beyond simple
compliance toward a proactive, "safety-first" mindset.

These initiatives underscore the Company's unwavering
dedication to sustainability, environmental responsibility,
workplace safety and responsible business practices.
We continue to lead by example in the FMCG segment,
proving that it is not only possible but essential to integrate
sustainability into every aspect of our operations. Through
these actions, we continue to create long-term value for
our stakeholders and investors, while contributing to global
goals of resource conservation.

Looking ahead, your Company remains steadfast in
its commitment to driving positive change through
innovation, responsible production and a relentless focus
on sustainability. We remain dedicated to further reducing
our environmental footprint, elevating our health and safety

standards, and creating enduring value for all stakeholders
who have entrusted us with their support.

41.    AWARDS AND ACCOLADES:

During the year under review, the Company has been
widely recognized for its outstanding performance,
operational excellence and unwavering commitment to
quality across various domains. These accolades reflect
the strength of our strategic vision, robust processes and
the dedication of our teams.

The Company's excellence in corporate communications
and reporting was also recognized at the League of
American Communications Professionals (LACP)
2024/25 Vision Awards, where it secured a Gold Award
and maintained an impressive 42^nd rank among the Top
100 worldwide rank, highlighting our continued focus on
transparency, disclosure and stakeholder engagement.

The Company was recognized as the "Supply Chain
Champion - F&B Sector" in the Institute of Supply
Chain Management (ISCM) Supply Chain Ranking 2025,
reaffirming our focus on building a resilient and efficient
supply chain ecosystem.

Further strengthening our industry leadership, the
Company was honored with the prestigious "Food Company
of the Year Award" at the India Food Summit & Awards
2025. In addition, the Company received the distinguished
"Best Food Safety Practices" Award at the India Food
Summit & Awards 2025, underscoring our commitment to
maintaining the highest standards of food safety and quality
across operations.

These recognitions stand as a testament to the Company's
relentless pursuit of excellence and its commitment to
creating long-term value for all stakeholders.

42.    RISK MANAGEMENT:

Bikaji recognizes that a robust risk management
framework is not merely a compliance requirement but
a strategic imperative that underpins sustainable value
creation. By integrating risk consciousness into the DNA
of our corporate strategy, we ensure that the Company
remains resilient against market volatilities while
safeguarding the long-term interests of our stakeholders.
To this end, we have implemented a comprehensive and
dynamic risk management framework to embed robust
financial, operational and compliance controls into our core
business processes, ensuring the pro-active identification,
assessment and mitigation of risks across all the levels
of operations, which is designed to transform potential
vulnerabilities into informed strategic choices.

The Risk Management Committee ("RMC”), operating under
the direct oversight of the Board, serves as the primary
architect of our risk strategy. The RMC is entrusted with the
critical end-to-end responsibility of formulating, executing,
implementing and continuously monitoring the Company's
risk management framework. To ensure a 360-degree view
of the risk landscape, the Audit Committee provides a critical

secondary layer of oversight, specifically focusing on internal
financial controls and the integrity of reporting systems. This
dual committee structure ensures that risk management
practices are embedded at every level of the organization, from
shop-floor operations to boardroom deliberations, thereby
enhancing the robustness of our risk management system.

Our risk management approach is designed to pro-actively
identify and address risks that could potentially impact the
Company's strategic objectives, reputation, operational
continuity, financial integrity, and regulatory compliance.
The Company systematically evaluates and prioritizes these
risks, ensuring that potential threats are swiftly addressed
through well-defined mitigation plans. This approach
ensures that the Company remains agile and responsive
to both external and internal risks, enabling it to maintain
business continuity and strategic momentum.

Beyond policies and committees, the Company is committed
to fostering a 'Risk-Aware Culture' across all departments.
We believe that effective risk management is a collective
responsibility, therefore, we invest in regular training and
communication to empower our employees to identify and
escalate potential risks in real-time.

The Risk Management Policy (“RM Policy”) serves as the
cornerstone of our governance framework. It provides a
structured methodology for risk reporting and establishes clear
protocols for managing uncertainties at various organizational
tiers. To ensure continued relevance, the RM Policy is
periodically reviewed against global industry standards and
shifting market dynamics. In our commitment to transparency,
the RM Policy is publicly accessible on the Company's
website athttps://www.bikaii.com/governance#policies,
demonstrating the Company's commitment to transparency,
accountability and best practices in risk management.

Bikaji remains vigilant in monitoring the horizon for
emerging risks, specifically in the realms of cybersecurity,
supply chain resilience and environmental sustainability.
By staying ahead of regulatory shifts and technological
disruptions, the Company is well-positioned to navigate
uncertainties. This forward-thinking approach enables us
to seize growth opportunities and deliver consistent value
to our investors, reinforcing Bikaji's reputation as a resilient
and future-ready enterprise.

43. STAKEHOLDERS ENGAGEMENT:

Sustainable value creation at Bikaji is driven by strong, trust-
based relationships with our stakeholders. We recognize
that our growth journey is deeply interconnected with the
interests and expectations of those who engage with us,
and accordingly, we have established a comprehensive
multi-stakeholder engagement framework that respects
and integrates these diverse perspectives into our
decision-making processes. As stakeholder engagement
is essential to realizing the ambitious objectives outlined
in our ESG commitments, we remain steadfast in our
dedication to fostering partnerships that drive both
business performance and societal value.

Every stakeholder interaction is anchored in the
principles of integrity, transparency and mutual respect.
This philosophy guides our engagement with a wide
spectrum of stakeholders, including partners, suppliers,
customers, employees, shareholders, governmental
bodies, non-governmental organizations (NGOs) and
industry associations. The guiding frameworks establish
clear standards for ethical behavior across the Company,
enabling us to foster trust, strengthen relationships and
create value that contribute to both business performance
and societal impact.

Our commitment to stakeholder engagement extends
beyond transactional relationships; it is about building
long-term partnerships rooted in accountability and
openness. We actively seek to understand and address
the evolving needs and expectations of our stakeholders,
ensuring that our interactions remain relevant, responsive,
and aligned with our ESG objectives. Through this sustained
and transparent dialogue, we aim to ensure that our
business operations not only thrive but also create positive,
sustainable value for all those involved.

44.    LISTING OF SHARES:

The Company's Equity Shares are listed on BSE and NSE,
both of which have nationwide trading terminals, thereby
providing investors with robust liquidity and seamless
access. In accordance with the requirements of Regulation
14 of the Listing Regulations, the Company has duly paid
the annual listing fees for the financial year 2026-27 to both
the stock exchanges within the stipulated timelines.

45.    OTHER DISCLOSURES:

In compliance with the applicable provisions of the Act
and the Listing Regulations, your Company provides the
following additional disclosures as on March 31,2026. These
disclosures are intended to ensure that all the stakeholders
remain well-informed and have access to accurate, timely
and relevant information, in line with our goal of fostering
long-term trust and confidence in our business operations:

1.    Not issued any share (including Sweat Equity Share)
to employees of the Company under any scheme,
except, ESOP Schemes referred in this Report.

2.    No Buy-Back of Shares have been undertaken.

3.    Neither the Managing Director, nor the Whole-Time
Directors of the Company receive any remuneration
or commission from any of its subsidiaries.

4.    No amount or shares were required to be
transferred to the Investor Education and
Protection Fund (IEPF).

5.    The requirement for maintenance of cost records,
as stated by the Central Government under Section
148(1) of the Act is not applicable to the Company.

6.    No application was made or any proceeding is pending
under Insolvency and Bankruptcy Code, 2016.

7.    Requirement for one-time settlement with Banks
or Financial Institutions was not applicable
to the Company.

8.    The Company has complied with Maternity Benefit
Act, 1961, as amended from time to time.

46. ACKNOWLEDGEMENT:

The Board extends its profound gratitude to the Central
Government, various State Governments, relevant statutory
and regulatory authorities, and the Stock Exchanges for their
consistent guidance, support and continued cooperation. We also
express our sincere appreciation to our Financial Institutions
and Banks, whose collaboration has empowered the Company
to navigate challenges and seize growth opportunities within a
dynamic market and competitive environment.

We express our deepest gratitude to our customers, whose trust,
loyalty and continued patronage have been the driving force
behind our business. Their feedback and evolving needs inspire
us to constantly innovate, ensuring that we deliver products
and services of the highest quality that consistently exceed
expectations. We eagerly look forward to further strengthen
these relationships as we continue to serve your unique tastes.

Our success is a testament to the collective brilliance of our
people. The Board places on record its heartfelt appreciation for

our dedicated employees, whose relentless pursuit of excellence,
innovative spirit and unwavering commitment to the Company's
mission drive the achievement of our business objectives. It is the
collective effort, hard work, loyalty and passion of our employees
that has enabled us to consistently deliver superior results and
maintain a strong market position. The Board recognizes and
appreciates the exceptional work ethic and loyalty demonstrated
by every member of the Bikaji family and looking forward to the
long-term future with confidence.

The Board further acknowledges the steadfast support of our
shareholders and investors, as well as the vital contributions
of our suppliers, distributors, retailers, individual director and
auditors. Your trust and collaboration have been indispensable in
realizing our strategic objectives, and we are deeply grateful for
the shared commitment to our mutual and sustained success.

As we move forward, the Board remains committed to nurturing
these partnerships, fostering a culture of innovation, and
upholding the highest standards of corporate governance.
Together, we look forward to a future filled with the shared
growth and success, rooted in sustainability.

We remain dedicated to our journey of responsible growth,
ensuring that our pursuit of excellence is balanced with our
commitment to environmental stewardship and the well-being
of the communities in which we operate.

On behalf of the Board of Directors
For Bikaji Foods International Limited

Deepak Agarwal

Place: Gurugram    Chairman and Managing Director

Date: May 21, 2026    DIN: 00192890