Bal Pharma Ltd Directors Report

Your Directors are pleased to present the Thirty Eighth (38th) Annual Report and the audited financial statements of the Company, for the financial year ended 31.03.2025

FINANCIAL SUMMARY/ REVIEW OF OPERATIONS/ STATE OF COMPANYS AFFAIRS

Following is the analysis of the standalone financial statements of the Company during the year under review:

(in Rs. Crores)

Particulars	F.Y 2024-2025	F.Y 2023-2024
Total income from operations	302.50	338.54
Profit from operations before i exceptional items	nterest, other inc 5.73	ome and 9.32
Tax Expense	(2.07)	1.60
Profit after tax	7.80	7.73
Total Comprehensive Income	7.76	8.08
Earnings per share (In Rs) Basic: Diluted:	4.89 4.89	5.13 5.13

Company continues to be engaged in development, manufacturing and sale of specialty pharmaceutical formulations and bulk drugs with specific emphasis on branded generics in various therapeutic segments in India and more than 30 countries worldwide.

During the year under review, Revenue from Operations augmented at Rs.302.50 cr, Profit before tax stood at Rs.5.73 Cr a 38.49% lower than the previous year. PAT for the year under review stood at Rs.7.79 Cr. Exports contributed 60 % of the revenue and 40 % revenue is generated by domestic sales.

Highlights of Companys performance are covered in detail in the Management Discussion and Analysis Report (MDA), included in this Annual Report as required under Schedule V of the SEBI (LODR) Regulations, 2015.

DIVIDEND

The Board of Directors is pleased to recommend a Dividend of Rs. 1.20 per Equity Share of Rs.10/- each, i.e 12% of the Equity Share Capital of the Company thereby appropriating an amount of Rs 1.91 Crores towards Dividend distribution, for the F.Y 2024-25.

UNCLAIMED DIVIDEND

Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) provides that the dividend that has remained unclaimed or unpaid for a period of seven years is to be transferred to Investor Education and Protection Fund (IEPF). Further, the Rules mandate that the shares on which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the IEPF. During the year under review, the Company has transferred 7,334 Equity Shares of the shareholders, whose dividend is outstanding for 7

consecutive years and an amount of Rs 2,40,542/- pertaining to the outstanding/unclaimed dividend amount for the F.Y 2016-17, to the IEPF account as per the Investor Education and Protection Fund Authority (Accounting,Audit,Transfer and Refund) Rules, 2016.

Details of the shareholders whose shares and unpaid dividend that was transferred to the IEPF a/c is updated on Companys website www.balpharma.com.

Shareholders holding shares in physical form are advised to en-cash their Dividend on time to avoid transfer of their shares to IEPF account.

TRANSFERTO RESERVE

The Company does not propose to transfer any amount to general reserves.

SHARE CAPITAL

Rs.15,92,08,720/- comprising of 1,59,20,872 Equity Shares of Rs.10 each is the Issued and Paid-up Capital of the Company as on 31.03.2025. During the financial year 2024-25, the Company has the vested 1,16,500 (one Lakh Sixteen Thousand Five Hundred) stock options to the permanent and eligible employees of the Company under Bal Pharma Ltd - Employees Stock Option Scheme - 2014, with each option converted into l(one) Equity Share of Rs.10 (Rupees Ten only) each of the Company.

During the financial year 2024-25 the Company has not issued any Equity Shares with differential voting rights, nor issued any sweat Equity Shares.

FINANCIAL STATEMENTS

The Annual consolidated and standalone financial statements together with the Auditors Reports is annexed to this report, for the financial year ended 31.03.2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of the Company comprise of renowned professionals from different walks of life. They bring in diversified competencies, domain knowledge and experience. Right combination of Executive and Independent Directors draws fine balance of business acumen and independent judgement on Boards decisions. During the year under review, none of the Non-Executive Directors had any pecuniary relationship or transactions with the Company, other than payment of sitting fees, commission and reimbursement of expenses, if any.

Changes in the Board of Directors:

Board of Director of the Company through a resolution passed by circulation on 05.05.2025 has appointed Mr. Ravindra Kumar Kothari (DIN # 03418320) as additional Director of the Company. His appointment is Regularized by the shareholders Via postal ballot as Non Executive - Non Independent Director on 01.08.2025.

Mr. Kotian Chittanand Damodar (DIN # 09613054), Whole Time Director of the Company has resigned from his post on 16.05.2025 citing personal reasons. Board of Directors of the Company has accepted his resignation with a note of appreciation for the services rendered by him during his tenure.

Retirement by Rotation:

Mr. Himesh Virupakshya (DIN # 08554422) retires by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. The Board recommends for his re-appointment.

Independent Directors:

Independent Directors of the Company have confirmed that they continue to meet the criteria of independence as laid down under Section 149(6) of the Act and under the Listing Regulations. They have registered their names in the Independent Directors data-base and have passed the proficiency test, if applicable. They have also affirmed compliance to the Code of Conduct for Independent Directors.

Based on disclosures provided by Independent Directors, none of them are disqualified/debarred from being appointed as Director under Section 164 of the Act/SEBI order or any other authority and are independent from the management.The Board is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise in the fields of manufacturing, operations, finance, forex, people management, strategy, sales & marketing, auditing, banking, risk management and they hold high standards of integrity. Skill set, expertise & competencies matrix of all the Directors is provided in the Report on Corporate Governance forming part of this Annual Report.

Other than what is stated above, there are no changes in the Composition of the Board or Key Managerial Personnel of the Company, during the year under review.

AUDITORS AND AUDITORS REPORT

Statutory Auditors:

M/s SSJNB & Co, Chartered Accountants (FRN # 0I3976S) were appointed as Statutory Auditors of the Company from the conclusion of 35th Annual General Meeting held on 19.09.2022 up to the conclusion of 40th Annual General Meeting i.e. for a period of 5 years.

There are no observations or remarks on the audited accounts of the Company by the statutory auditors, for the financial year ended 31.03.2025.

CostAuditors:

As required by the provisions of Section I48 of the Companies Act, 2013, Mr. M. R. Krishnamoorthy, Cost Accountant, Bangalore (Membership No: 7568) was appointed as the Cost Auditor of the Company for the financial year 2024-25, to conduct cost audit of the cost records maintained by the Company.

Cost Audit Report for the FY 2023- 2024 has been filed with the Ministry of Corporate Affairs on 05.09.2024.

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act,20I3 and rules made thereunder and in compliance with Regulation 24 A of SEBI (LODR) Regulations, Mr. Parameshwar G Bhat, Practicing Company Secretary (CP # 11004) was appointed by the Board of Directors as the Secretarial Auditor of the Company for the period of five consecutive years i.e. from F.Y 2025-26 up to 2030-2031.

Secretarial Audit Report for the F.Y 2024-25 in Form MR-3 is annexed to this report as Annexure -2.

Internal Auditors:

M/s Murugesh & Co, Chartered Accountants (M # 002233S) were appointed as the Internal Auditors of the Company for the F.Y 2024-25 and the internal audit reports issued by them were periodically reviewed by the Audit Committee and the Management of the Company is appraised about the observations of the internal auditor and on corrective actions, if any, that needs to be taken.

RISK MANAGEMENT

The Risk Management Committee of the Company comprising of the functional heads of the Company will submit its periodical report to the Board of Directors on the measures to be taken for mitigation of potential risk factors that may affect the business of the Company.

The Risk Management Policy implemented by the Company which is designed to enable risks to be identified, assessed and mitigated appropriately, is available on the website of the Company https://www.balpharma.com/fin.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

Your Company has an adequate system of internal controls with clearly defined authority limits. Internal controls ensure that the Companys assets are protected against loss from unauthorized use or disposition and all transactions are authorized, recorded and reported in conformity with generally accepted accounting principles. These systems are designed to ensure accuracy and reliability of accounting data, promotion of operational efficiency and adherence to the prescribed management principles. These policies are periodically reviewed to meet business requirements. The Company has in place adequate internal financial controls with respect to financial statements.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors wish to confirm:

That in preparing the annual accounts, all the applicable accounting standards had been followed along with proper explanation relating to material departures.

That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

That 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 / detecting fraud and other irregularities.

That the Directors had prepared the annual accounts on a going concern basis.

That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

That the Company had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTYTRANSACTIONS (RPTs)

All contracts /arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and at arms length basis and the same were undertaken after prior omnibus approval of the Audit Committee.

During the year, the Company has not entered into any contract/arrangement/transaction with the related parties that could be considered as material, as per the policy of the Company on materiality of related party transactions.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

The Companys policy on the related party transactions as approved by the Board can be accessed from the website i.e. https://www.balpharma.com/balpharmacom.fin.

Details of disclosure relating to the related party transactions under Section 188 of the Companies Act, 2013, form part of the notes to the financial statements provided in this annual report.

Statement of the related party transactions as approved by the Board, for the financial year 2024.25 in Form AOC-2 is annexed to this report in Annexure- 3.

All the RPTs undertaken during the financial year are disclosed in the notes to the financial statements. For Further Details, your attention is drawn to the Related Party disclosures set out in the Standalone Financial Statements.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review, the following Companies continued to be the subsidiaries of Bal Pharma Ltd.A report on the financial performance of each of the subsidiaries as per Section 129(3) of the Companies Act, 2013 in the prescribed format AOC-1 is provided in Annexure- 4 to the Boards Rep*

Sl No Name of the Company/LLP	Nature of Business	% of stake with Bal Pharma, as on 31.03.2024
1 Lifezen Healthcare Private Limited.	Marketing of OTC products.	99.40%
2 Bal Research Foundation	Research and Development.	80%
3 Balance Clinics LLP.	Diabetic care clinics.	80%
4 Golden Drugs Private Limited.	Manufacturing of APIs	100%
5 Aurum Research and Analytical Solution Private Limited.	Research and Development.	95%

* Golden Drugs Private Limited was amalgamated with Bal Pharma Limited Vide Honble NCLT Bengaluru bench order # CP.(CAA) No.13/BB/2024 Dated 26.03.2025.

SECRETARIAL STANDARDS

Secretarial Standards i.e. SS1 & SS2 issued by the Institute of Company Secretaries of India (ICSI) relating to the Meetings of Board of Directors and General Meetings, respectively have been duly followed by the Company.

DECLARATIONS FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013.

The Independent Directors have also confirmed under Regulation 16(b) of SEBI (LODR) Regulations, 2015 that they are not Non-Independent Director of another Company on the Board of which any nonindependent Director of the listed entity is an independent Director.

The Company has devised a policy for familiarization of Independent Directors on their roles, rights, responsibilities with the Company and the said policy is available on the Companys website www.balpharma.com.

BOARD EVALUATION

The Company has devised a policy for performance evaluation of the Board, Committees and Individual Directors. The evaluation process among others considers attendance of Directors at the Board and Committee Meetings, acquaintance with business, communication within the Board members, effective participation, domain knowledge, compliance with the internal code of conduct, vision and strategy.

The Company has also in place a Policy for Nomination and Remuneration of KMPs, Senior Management personnel and Directors of the Company, which is in compliance with Section 178 of the Companies Act, 2013. Policy guiding the nomination and remuneration of the Directors and KMPs can be accessed from the Companys website https://www.balpharma.com/balpharmacom/pdf/investors/irl/Nominati on%20and%20Remuneration%20Policy.pdf

The Board carried out annual performance evaluation of itself, Committees, Individual Directors and Chairman at their Meeting held on 13/02/2025.

Report on performance evaluation of the individual Directors, and Committees was reviewed by the Chairman and feedback was given to the Directors. The Board has expressed satisfaction over the overall functioning of the Board Members and their Committees, which are in line with the objectives and goals of the Company.

MEETINGS OF THE BOARD

The intervening gap between two Board Meetings was within the maximum period prescribed under the Act. The detailed information regarding Board and Committee meetings held during the year under review is furnished in the Corporate Governance Report, which is forming part of this Report as Annexure - 5.

VIGIL MECHANISM

The vigil mechanism of the Company which also incorporates Whistle Blower Policy as prescribed by SEBI(LODR) Regulations, 2015 includes compliance task force comprising of senior executives of the Company.

The policy of whistle blower is available on the Companys website. The policy is reviewed by the Audit Committee from time to time and no concerns and/or irregularities were reported by the employees till date. Please access the Companys website https://www.balpharma.com/wbp to refer to the whistle blower policy of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTFLOW

As per the provisions of Section 134 of the Companies Act, 2013, details relating to the conservation of energy, technology absorption, foreign exchanges earnings and outflow are given as Annexure -6 to this report.

CORPORATE GOVERNANCE

The Board of Directors reaffirm their continued commitment to transparent Corporate Governance & ethical practices.The Company is committed to maintain highest standard of Corporate Governance and elevating the same to the best global practices. Report on Corporate Governance for the year under review, forms part of this report. A certificate from Mr. Vijaykrishna K.T, Practicing Company Secretary confirming compliance with Corporate Governance requirements as stipulated under the Listing Regulations, is annexed and forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY

The Company makes investments and trade advances to its subsidiaries for their business purposes. Details of loans, investments and advances covered under Section 186 of the Companies Act, 2013, form part of the notes to the financial statements annexed to this report.

DEPOSITS

Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Disclosure as per the Companies (Acceptance of Deposits) Second Amendment Rules, 2015.

The Company has not accepted any unsecured loan from the Directors of the Company and/or relatives of the Directors, during the year under consideration.ort and hence not repeated here, for the sake of brevity:

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND UP TOTHE DATE OFTHIS REPORT.

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and as on the date of this report.There has been no change in the nature of business or constitution of the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section I34(3)(a) of the Act, Copy of the Annual Return as on March 31st, 2025 is available on the Companys website www.balpharma.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR) *

As per the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. As on the date of report, following is the composition:

1. Mr. H SVenkatesh - Chairman

2. Mr. Shailesh Siroya - Member

3. Mr. Jatish Sheth - Member

The Committee has formulated a Corporate Social Responsibility policy which recommends the social activities to be undertaken by the Company, as specified in ScheduleVII of the Companies Act, 20I3.A copy of the said policy is available on the website i.e https://www.balpharma.com/balpharmacom/pdf/finance/irl/CSR%20Pol icy%202022.pdf.

The Committee has recommended CSR budget of Rs I9,00,000 (Rupees Nineteen Lakhs Only) for the financial year 2024-25, as per the provisions of Section 135 of the Companies Act, 2013.

The allocated CSR budget is spent on the following social welfare activities during the year.-

The allocated CSR budget is spent on the following social welfare activities during the year.

Sl. No. Name of the Activity	Agency through which the activity is implemented.	Amount Spent in Rs.
01 Dialysis for patients with kidney malfunction	Jain Mission Trust, Chikkaballapur.	3,00,000
02 Various support services for poor and needy patients.	Bhagwan Mahaveer Memorial Jain Trust. Bangalore.	2,00,000
03 Providing mid-day meals to poor govt school children.	Akshaya Patra Foundation.	1,00,000
04 Financial support to the poor and needy students.	Swamy Vivekananda Vidya Niketana, Bangalore.	1,50,000
05 Donation of medical equipment to Primary health centres at KSRP 3rd Battalion, Koramangala and Halanayakahalli, Sarjapur Road, Bangalore.	Rotary Bangalore Brigades.	2,00,000
06 Scholarships for poor and needy children studying in Adarsh group of Institutions	Adarsh Vidya Sangh.	1,00,000
07 Donation of medical equipment and consumables to D.R Ranka Dialysis Centre, Bangalore.	Karnataka Marwari Youth Federation.	2,00,000
08 Supporting various social service activities.	Jain Yuva Sangathan.	50,000
09 Medicine expenses for mentally challenged children.	Mathrushree Manovikasa Kendra.	50,000
10 Various support services for poor and needy patients	Prabhavhem Kamadhenu Girivihar Trust.	1,00,000
11 Supporting education for poor and needy children.	Keshava Kripa Samvardhana Samiti.	2,00,000
12 Various support services for gender and related issues and operates shelter homes in Rajasthan	Lavina Vikash Sewa Santhan, OGNA.	1,00,000
13 Sponsoring eye surgery for poor patients.	Alakh Nayan Mandir, Eye Institute.	1,00,000
14 Donating fodder for animals at Dhyan Foundation Gaushala.	Dhyan Foundation.	50,000
Total		19,00,000

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure- 7 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

* Note: The Corporate Social Responsibility Committee has been dissolved by the Board of Directors in its meeting held on 29.05.2025 as per section 135(9) of Companies Act, 2013 as the amount to be spend is below 50 lakhs for the F.Y 2025-26.

HUMAN RESOURCE, HEALTH AND SAFETY

Human Resources are invaluable assets and Company is committed to provide conducive environment that values their contribution and provides them opportunities to grow. It invests in their training and professional development to equip them with the necessary skills, domain expertise and latest technology in line with the business strategy. The Company is dedicated to the protection of human health, safety, environment and maintains highest standards of health and safety in all its plants and facilities.This commitment forms the basis for our EHS management systems and governance.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

There were 986 permanent employees of the Company as of 31 March 2025. The information pursuant to Rule (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as "Annexure-8". Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of this report pursuant to Section 136(1) of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the registered office address of the Company.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company continued to be listed on BSE Limited, and National Stock Exchange of India Limited, and the Company has paid the annual listing fees for F.Y 2024-25 to the Exchanges.

CEO & CFO CERTIFICATION:

The CEO and CFO of the Company in their submission to the Board have confirmed that the annual financial statements present a true and fair view of the Companys affairs and do not omit any material facts, which may make the statements or figures contained therein either misleading or false.

INSURANCE COVERAGE

The Management of the Company wishes to confirm that all the movable, immovable and current assets of the Company are covered with comprehensive and adequate insurance cover.

CREDIT RATING

The discipline with which the Company conducts its financial transactions is reflected in the BBB- rating given by the credit rating agency Acute for the financial year 2024-2025. The Management of the Company aims at further improving its credit rating during the current financial year.

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

The Company has in place an anti-sexual harassment policy on lines with the requirements of the sexual harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. All the employees of the Company either they are permanent, contractual, temporary or trainees, are covered by the policy.

The following is the summary of the Complaints regarding sexual harassment, received and redressed during the financial year 2024-25.

Number of Complaints received during the year : Nil

Number of Complaints resolved : NA

Number of Complaints pending at the end of the year : NA

REVISION OF FINANCIAL STATEMENT ORTHE REPORT:

As per the Secretarial Standards-4 in case the Company has revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well as in the Report of the relevant financial year in which such revision is made.

There is no revision of Financial Statement of the Company that took place in any of the three preceding financial years, under consideration.

GENERAL INFORMATION:

Your Directors Report that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• Transfer to Reserves; • Deposits accepted by the Company; • Issue of equity shares with differential rights as to dividend, voting or otherwise; • Provision of money for the purchase of its own shares by employees or by trustee for the benefit of employees * Revision in the financial statements; • Change in the nature of companys business; • Transfer of any amount to reserves; • Suspension of Companys securities; • Failure to implement Corporate Action * One-time settlement; • Material changes and commitments affecting financial position of the Company between the end of the financial year and the date of this report; • Significant or material orders passed by the Regulators or Courts or Tribunals which could impact the going concern status of the Company and its future operations; • Application or proceedings made under the Indian Bankruptcy Code, 2016.

APPRECIATION:

Your directors place on record earnest appreciation for the contribution made by each and every employee of the Company during the year under review. Companys consistent growth was made possible by their hard work, solidarity, cooperation and dedication.The Directors also wish to express their gratitude to the Investors for the confidence and faith that they continued to repose in the Company. Board takes this opportunity to thank all shareholders, analysts, business partners, government and regulatory authorities, financial institutions, banks, distributors, suppliers, business associates, medical professionals and customers for their continued guidance, encouragement and support.

		For and on behalf of Board of Directors
		Bal Pharma Limited
Place: Bengaluru	H i mes h V i r u p a ks hya	Shailesh Siroya
Date: 29th May, 2025	Whole-Time Director	Managing Director
	DIN: 08554422	DIN: 00048109