As on: Aug 05, 2026 01:45 PM
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
2025-26
2024-25 (Restated)
2,81,717.61
2,54,072.92
2,99,386.34
2,61,676.53
4,142.16
2,809.76
5,141.11
3,216.06
2,85,859.77
2,56,882.68
3,04,527.45
2,64,892.59
2,48,679.70
2,28,640.78
2,69,616.12
2,38,446.47
37,180.07
28,241.90
34,911.33
26,446.12
(989.24)
-
(435.14)
36,190.83
34,476.19
9,283.76
7,274.85
9,035.21
7,022.00
26,907.07
20,967.05
25,440.98
19,424.12
10.74
8.37
10.31
8.02
10.73
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:
Number of Common Stock
Per Common Stock Value (Amount in USD)
Amount (in USD)
15,000
10
1,50,000
25,000
2,50,000
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:
As of March 31, 2026
As of March 31, 2025
37,00,00,000
36,00,00,000
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:
25,07,36,400
25,05,92,710
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:
Name of Scheme
No. of Equity Shares allotted
Face Value per Equity Share (in Rs)
Nature of Consideration
1,43,690
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:
SCHEME-I
SCHEME-II
45,00,000
5,00,000
January 07, 2022
December 13, 2023
8,45,500
6,18,000
2,05,050
7,74,900
3,51,820
99,800
68,215
1,01,540
49,550
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:
STATUS
Nil
The Company conducted 3 awareness programs for its employees.
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:
Rating
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.
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