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Dear Members,
Your Board of Directors take immense pleasure in presenting the 31st 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:
( Rs in Lakh, unless otherwise stated)
|
STANDALONE |
CONSOLIDATED |
| PARTICULARS |
2025-26 |
2024-25
(Restated) |
2025-26 |
2024-25
(Restated) |
| Total Revenue from Operations |
2,81,717.61 |
2,54,072.92 |
2,99,386.34 |
2,61,676.53 |
| Other Income |
4,142.16 |
2,809.76 |
5,141.11 |
3,216.06 |
| Total Income |
2,85,859.77 |
2,56,882.68 |
3,04,527.45 |
2,64,892.59 |
| Total Expenditure |
2,48,679.70 |
2,28,640.78 |
2,69,616.12 |
2,38,446.47 |
| Profit before Exceptional Items
and Tax |
37,180.07 |
28,241.90 |
34,911.33 |
26,446.12 |
| Add (Less): Exceptional Items |
(989.24) |
- |
(435.14) |
- |
| Profit before Tax |
36,190.83 |
28,241.90 |
34,476.19 |
26,446.12 |
| Total Tax Expense |
9,283.76 |
7,274.85 |
9,035.21 |
7,022.00 |
| Profit after Tax |
26,907.07 |
20,967.05 |
25,440.98 |
19,424.12 |
| Earnings per Share (Basic) (in H) |
10.74 |
8.37 |
10.31 |
8.02 |
| Earnings per Share (Diluted) (in
H) |
10.73 |
8.37 |
10.30 |
8.01 |
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.
Thisperformanceunderscorestheresilienceofourbusiness 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 at https://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:
| Date of Investment |
Number of
Common Stock |
Per Common
Stock Value (Amount in USD) |
Amount (in
USD) |
| August 12, 2025 |
15,000 |
10 |
1,50,000 |
| October 25, 2025 |
15,000 |
10 |
1,50,000 |
| December 02, 2025 |
25,000 |
10 |
2,50,000 |
| Total Investment |
55,000 |
|
5,50,000 |
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 PFPPL's 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 Caf? cum Artisanal
sweets brand, within the Food and Beverage (F&B) industry, renowned for its specialty
coffee, artisanal sweets, bakery, patisserie and curated caf? 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 caf?s 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
caf? 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 31st 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 at https://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 judicious balance between Executive and 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.
As of March 31, 2026, the Board comprised of 9 Directors, structured as
follows:
During the financial year 2025-26, there was no change in the
composition of the Board and no new Director was appointed. The Board continued to
function with its existing Directors, ensuring continuity, stability and effective
oversight.
However, after the close of the financial year 2025-26, Mr. Shiv Ratan
Agarwal (DIN: 00192929), Chairman and Whole-TimeDirectoroftheCompany,passedawayonApril 23,
2026. Subsequently, following the recommendation made by the NRC at its meeting held on
May 21, 2026, the Board, at their meeting held on May 21, 2026, approved the appointment
of Mr. Deepak Agarwal (DIN: 00192890), Managing Director of the Company, as the Chairman
and Managing Director of the Company with effect from May 21, 2026. Mr. Deepak Agarwal
continues to serve for the term approved by the Members through a Special Resolution
passed on August 17, 2023. All other terms and conditions of re-appointment of Mr. Deepak
Agarwal, including remuneration, perquisites, tenure and other benefits, as approved by
the Members of the Company by way of special resolution, at their meeting held on August
17, 2023 remain unchanged and continues to be in full force and effect.
The Board's composition reflects a rich blend of expertise across
diverse domains and geographies. The Directors collectively bring a wide range of
competencies, including, but not limited to, financial expertise and management,
diversity, global business strategy, leadership, intellectual property rights, mergers and
acquisitions, corporate governance, sales and marketing, Environmental, Social and
Governance ("ESG") practices, risk management and
other specialized domain knowledge. This diversity of skills and perspectives enables the
Board to provide informed guidance and strategic direction to the Company.
The Company is privileged to have Independent Directors on its Board
who are persons of high integrity and repute, possessing deep domain knowledge and
extensive professional experience. Their independent judgment and insights significantly
strengthen the Company's governance standards and decision-making processes. We
affirm that none of the Directors serving on the Board of the Company has been debarred or
disqualified from holding office as a Director by the Securities and Exchange Board of
India ("SEBI"), Ministry of Corporate Affairs (MCA) or any other
regulatory or statutory authority.
RE-APPOINTMENT OF DIRECTORS:
1. Mr. Shiv Ratan Agarwal (DIN: 00192929), Chairman and Whole-Time
Director of the Company, completed his tenure on April 30, 2025. Pursuant to the
provisions of the Act, read with the rules made thereunder, Articles of Association ("AOA")
of the Company, and based on a comprehensive performance evaluation, the NRC and Board of
the Company at their respective meetings held on July 24, 2024, recommended his
re-appointment to the Members of the Company.
Subsequently, the Members, at the 29th 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 reappointed 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 31st 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 31st 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 31st 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 31st
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 31st 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. Siraj 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 31st
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 31st 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 31st
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 31st 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 31st 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 30th 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.
AdherencetoTransparency:Transparencyservesasthe 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 at https:// www.bikaji.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 at https://
www.bikaji.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, reappointed 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:
| Particulars |
As of March
31, 2026 |
As of March
31, 2025 |
| Authorized Share Capital (H) |
37,00,00,000 |
36,00,00,000 |
| Number of Equity Shares |
37,00,00,000 |
36,00,00,000 |
| Face Value per Equity Share (H) |
1.00 |
1.00 |
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:
| Particulars |
As of March
31, 2026 |
As of March
31, 2025 |
| Issued, Subscribed and Paid-up
Share Capital (H) |
25,07,36,400 |
25,05,92,710 |
| Number of Equity Shares |
25,07,36,400 |
25,05,92,710 |
| Face Value per Equity Share (H) |
1.00 |
1.00 |
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:
| Date of Allotment |
Name of
Scheme |
No. of
Equity Shares allotted |
Face Value
per Equity Share (in Rs) |
Nature of
Consideration |
| March 12, 2026 |
Bikaji Employees Stock Option
Scheme 2021 Scheme I |
1,43,690 |
1.00 |
Cash |
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
sustainablevaluecreationforallstakeholders,whileensuring the continued success and
resilience of the Company.
A summary of the options under ESOP Schemes, as on March 31, 2026, is
outlined below:
| PARTICULARS |
|
SCHEME-I |
SCHEME-II |
| 1. Total Options available for
Grant |
|
45,00,000 |
5,00,000 |
| 2. Date of Grant of Options |
January 07,
2022 |
December 13,
2023 |
January 07,
2022 |
| 3. Options granted |
8,45,500 |
6,18,000 |
2,05,050 |
| 4. Options exercised |
7,74,900 |
3,51,820 |
99,800 |
| 5. Options lapsed |
68,215 |
1,01,540 |
49,550 |
| 6. Options outstanding |
2,385 |
1,64,640 |
55,700 |
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 at https://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 at https://
www.bikaji.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 at
https://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 caf?, 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.bikaji.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
diligentlyadheredtoalltheapplicableSecretarialStandards, 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 at
https://www.bikaji.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 objectives 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 at https:// www.bikaji.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 AND SUSTAINABILITY 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 objectives 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. TheCompanyhasinstitutedastructuredandcomprehensive
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 29th 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 29th AGM till the conclusion
of 34th 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 30th 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 at https://www. bikaji.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 at https:// www.bikaji.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 at
https://www.bikaji.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.
The table below provides a summary of the complaints received and
resolved by the Company during the financial year 2025-26:
| PARTICULARS |
STATUS |
| 1 No. of Complaints pending at
the beginning of the year i.e., April 01, 2025 |
Nil |
| 2 No. of Complaints received
during the year |
Nil |
| 3 No. of Complaints disposed-off
during the year |
Nil |
| 4 No. of Complaints remaining
unresolved at the end of the year i.e., March 31, 2026 |
Nil |
| 5 No. of cases pending for more
than ninety days |
Nil |
| 6 No. of workshops or awareness
programs against sexual harassment carried out |
The Company
conducted 3 awareness programs for its employees. |
| 7 Nature of action taken by the
employer and District Officer |
Not applicable |
Maintaining a secure work environment is an active, ongoing
responsibility that we take with the utmost seriousness. By prioritizing the prevention,
prohibition, and redressal of sexual harassment at workplace, Bikaji reaffirms its
unwavering commitment to upholding and safeguarding the rights, dignity and well-being of
every individual within our workforce. We continue to take proactive steps to ensure that
the Company's work environment remains conducive to the professional growth and
personal safety of all employees.
34. QUALITY PROCESSES:
Driven by a commitment to excellence, Bikaji maintains uncompromised
quality across its operations. We remain steadfast in our mission to elevate product
standards, ensuring that every snack reaching our valued consumers is superior, safe and
fully compliant. Our dedication to quality is exemplified by the accreditation of our
manufacturing facilities, which have been certified by independent, reputable third-party
organizations, in alignment with the ISO 22000:2018 standard. This certification serves as
a testament to the Company's unwavering commitment to maintaining the rigorous food
safety and quality standards across all facets of our operations.
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.Byprovidinganurturing,inclusive,anddevelopment-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:
| Instrument |
Rating |
| Long term Rating |
[ICRA] AA- (Stable) |
| Short term Rating |
[ICRA] A1+ |
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 at cs@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 42nd
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 at
https://www.bikaji.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 |
|
ForBikaji Foods
International Limited |
|
Deepak Agarwal |
| Place: Gurugram |
Chairman and Managing Director |
| Date: May 21, 2026 |
DIN: 00192890 |
|