Bharat Parenterals Ltd Directors Report

The Shareholders are therefore encouraged to verify their records and claim their dividends, if not claimed.

In accordance with provisions of sub-section (5) and (6) of section 124 of the Companies Act, 2013 ("the Act"), any money transferred to the Unpaid Dividend Account of a company and all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company to Investor Education and Protection Fund ("IEPF") along with a statement containing such details as may be prescribed. Since the statutory period of seven years has yet not been completed for transfer of unclaimed and unpaid dividend, the provision of Section 125 of the Act is not applicable to your company and hence the details required under that Section have not been provided.

There is no change in control and nature of business activities during the period under review.

There is no transfer of business during the period under review.

During the year under review, the company generated Gross Income of INR. 31,868.20 lakhs, earned Gross Profit of INR. 3,631.52 lakhs and Net Profit of INR. 2,645.36 lakhs as against Gross Income of Rs. 26,602.46 lakhs, earned Gross Profit of Rs. 3,080.09 lakhs and Net Profit of Rs. 2,259.37 lakhs of previous year.

During the Year under review, the turnover of the company has been increased by 20% and EBITDA to Revenue from operations percentage for Financial Year ended on 31^st March, 2025 is 17.08%.

• Your Company had entered into a Share Purchase Agreement for acquisition of stake in the Varenyam Healthcare Private limited and Varenyam Boilifesciences Private Limited, subsidiaries company of Bharat Parenterals Limited through Swap issue of equity shares of Bharat Parenterals Limited for consideration other than cash, after the acquisition Varenyam Healthcare Private Limited and Varenyam Biolifesciences Private Limited Became Wholly owned subsidiary Company of the Bharat Parenterals Limited.

Company has acquired 100% Stake in Varenyam Healthcare Private Limited for acquisition of 2,50,000 (two lac fifty thousand) fully paid-up equity shares of face value INR. 10 each held by shareholders of Varenyam Healthcare Pvt Ltd against issue 3,54,826 (three lac fifty-four thousand eight hundred & twenty-six) fully paid-up equity shares of face value of INR.10 each of BPL.

Company has acquired 40% Stake in Varenyam Biolifesciences Private Limited for acquisition of 18,00,000 (Eighteen Lakhs ) fully paid-up equity shares of face value INR. 10 each held by shareholders of Varenyam Biolifesciences Private Limited against issue 12,286 (Twelve Thousand Two Hundred Eighty-Six) fully paid-up equity shares of face value of INR. 10 each of BPL.

• Your Company has acquired 99,85,477 No of Equity shares of Rs. 64.90/-per share of face value of Rs. 10/- Inclusive of premium of Rs 54.90/-from the existing shareholders of the Innoxel Lifesciences Private Limited through preferential basis. After the preferential allotment company has increase its holding from 51% to 55.89%

• Pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or reenactment thereof for the time being in force), M/s. Shah Mehta & Bakshi, Chartered Accountants (Firm Registration Number: 103824W) appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/ CNK & ASSOCIATES LLP, Chartered Accountants, (Firm Registration No. 101961W) wide resignation letter dated August 10, 2024.

• Mr. Sanjay Shah, (DIN: 08899131) Non-Executive Non-Independent Director of the company, have tender his resignation on the board of the company with immediate effect from July 28, 2025, and board has taken note of the same on-board meeting.

• Mr. Alkesh Shah, (DIN: 11210389), has been appointed as an Additional Director designated as Non-Executive NonIndependent Director of the Company in place of Mr. Sanjay Shah on the Board Meeting held on July 28, 2025.

The constitution of the Board of Directors of the Company is in compliance with the provisions of Companies Act, 2013 and Rules thereto and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013 and the applicable rules made thereof, Mr. Hemang J. Shah, Executive Director of the Company retire by rotation at the ensuing 32^nd Annual General Meeting and being eligible have offered himself for re-appointment.

Details of the proposal for re-appointment of Mr. Hemang J. Shah along with his brief resume is mentioned in the Explanatory Statement under Section 102 of the Act and disclosure under Regulation 36(3) of the Listing Regulations as annexed to the Notice of the 32^nd Annual General Meeting. The Board recommends re-appointment / appointment of the above Director.

Mr. Sanjay Shah, (DIN: 08899131) Non-Executive Non-Independent Director of the company, have tender his resignation on the board of the company with immediate effect from July 28, 2025, and board has taken note of the same on-board meeting.

Mr. Alkesh Shah, (DIN: 11210389), has been appointed as an Additional Director designated as Non-Executive NonIndependent Director of the Company in place of Mr. Sanjay Shah on the Board Meeting held on July 28, 2025.

To meet the requirement of Board Composition under the Listing Regulations, the Board, on the recommendation of the Nomination and Remuneration Committee, had proposed, for the approval of shareholders at the forthcoming AGM, the induction of Mr. Alkesh Shah (DIN: 11210389) as a Non-Executive Non- Independent Director of the Company. In the opinion of the Board and the Nomination and Remuneration Committee, Mr. Alkesh Shah is eligible and qualified to be appointed as a Non-Executive Non -Independent Director. He is proposed to be appointed for a period of five years from the date of AGM. Mr. Alkesh Shah (DIN: 11210389) has submitted all the relevant declarations which were taken on record by the Nomination and Remuneration Committee and the Board.

As on 31^st March 2025, the following persons are Key Managerial Personnel of the Company pursuant to Section 2(51) read with Section 203 of the Act, read with the Rules framed thereunder:-

$Mr. Bharat Desai, Chairman & Managing Director of the company has been re-appointed as a Chairman &Managing Director of the company for a period of Three Years by passing Special resolution through Postal Ballot.

@Ms. Krutika Bhattbhatt has been resigned from the post of the company Secretary and Compliance officer of the company and its material Subsidiary of the company W.e.f. 17^th January, 2025, However, Mr. Sharmin Soni has been Appointed as a Compnay Secretary & Compliance Officer of the company w.e.f. 15^th April, 2025 in place of Ms. Krutika Bhattbhatt.

During the year under review, Ms. Krutika Bhattbhatt has been resigned from the post of the Company Secretary and Compliance Officer w.e.f. 17^th January, 2025.

As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees along with other governance Committees and sub-committees to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on 31^st March, 2025, the Board has constituted the following committees / sub-committees.

> Audit Committee;

> Nomination and Remuneration Committee;

> Stakeholder Relationship Committee;

> Corporate Social Responsibility Committee;

> Independent Directors Committee (IDC)

Details of terms of reference of the Committees, Committee membership, changes and attendance of members at meetings of the Committees are included in the Corporate Governance Report, which forms part of this Annual Report.

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are applicable to the company and annexed as Annexure - 1 which forms part of this Annual Report.

Your Company had entered into a Share Purchase Agreement for acquisition of stake in the Varenyam Healthcare Private limited and Varenyam Boilifesciences Private Limited, subsidiaries company of Bharat Parenterals Limited through Swap issue of equity shares of Bharat Parenterals Limited for consideration other than cash, after the acquisition Varenyam Healthcare Private Limited and Varenyam Biolifesciences Private Limited Became Wholly owned subsidiary Company of the Bharat Parenterals Limited.

Company has acquired 100% Stake in Varenyam Healthcare Private Limited for acquisition of 2,50,000 (Two Lac Fifty Thousand) fully paid-up equity shares of face value INR. 10 each held by shareholders of Varenyam Healthcare Pvt Ltd against issue 3,54,826 (Three Lac Fifty-Four Thousand Eight Hundred & Twenty-Six) fully paid-up equity shares of face value of INR.10 each of BPL.

Company has acquired 40% Stake in Varenyam Biolifesciences Private Limited for acquisition of 18,00,000 (Eighteen Lakhs) fully paid-up equity shares of face value INR. 10 each held by shareholders of Varenyam Biolifesciences Private Limited against issue 12,286 (Twelve Thousand Two Hundred Eighty-Six) fully paid-up equity shares of face value of INR. 10 each of BPL.

Your Company has acquired 99,85,477 No of Equity shares of Rs. 64.90/-per share of face value of Rs. 10/- Inclusive of premium of Rs 54.90/-from the existing shareholders of the Innoxel Lifesciences Private Limited through preferential basis. After the preferential allotment company has increase its holding from 51% to 55.89%

The Company has adequate internal financial control system including suitable monitoring procedures commensurate with the size and nature of business. The internal control system provides all documented policies, guidelines, and authorization and approval procedure. The company has internal auditors which carries out extensive audits throughout the year and across all functional areas and submits its report to the Audit Committee of the Board of Director. The statutory auditors while conducting the statutory audit reviewed and evaluated the internal controls and their observations are discussed by the audit committee of the board.

The Company is not required to constitute risk management committee as provided in the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

However, the Company has in place an internal Risk Management Policy to monitor the risk plans of the Company and ensure its effectiveness. The Audit Committee and the Board of Directors has additional oversight in the area of financial risks.

The CSR Committee constituted by the Board of Directors in terms of the provisions of Section 135(1) of the Companies Act, 2013 (the Act) reviews and restates the Companys CSR Policy in order to make it more comprehensive and aligned in line with the activities specified in Schedule VII of the Act. The Company constantly strive to positively impact the health of people throughout the country. In India, we have strived to serve our community by setting the standard for quality, safety and value in the discovery, development, manufacture and delivery of medicines. Your Company through its Corporate Social Responsibility ("CSR") Policy encourages stronger commitment from the organization and employees towards the society to address the healthcare challenges of the country. The Policy applies to all CSR programs/projects of the Company and has been prepared keeping own core competence and priorities in mind. The policy also aims to align your Companys CSR interventions with the healthcare priorities of the Government of India and other stakeholders working with similar mandates. In doing so, it would be the endeavor of your Company to synergize its CSR initiatives undertaken by various functions/divisions within one unified strategic umbrella.

The CSR Committee acts in an advisory capacity to the Board and Management with respect to policies and strategies that affect your Companys role as a socially responsible organization. The CSR Committee ensures that the implementation, monitoring and impact assessment of the projects is in compliance with the CSR Objectives and Policy of your Company. The details of CSR expenditures made during the Financial Year 2024-25 are provided in Annexure - 2 to this report.

Composition of CSR Committee is given in the Corporate Governance Report hence not reproduced here for the sake of brevity.

During the year under review, the company has provided loans, Guarantees or investments in compliance with the provision of section 186 of the Companies Act, 2013. The details relating to loans, Investments or Guarantees made by the company are disclosed by the auditor in the Notes to financial results of the Company.

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are being prepared and records have been maintained. M/s. CMA Chetan Gandhi, Cost Accountant, who are in whole Time Practice as Cost Accountant, having Registration No. 102341 carried out the Cost Audit for the financial year 2024-25 as the Cost Auditors of the Company.

The Board of Directors of the Company on the recommendation made by the Audit Committee, has appointed M/s. CMA Chetan Gandhi, Cost Accountant, who are in whole Time Practice as Cost Accountant, having Registration No. 102341 as Cost Auditor of the Company to carry out cost audit of Cost record of the Company for the FY 2025-26 on a remuneration not exceeding of Rs.75,000/-.

The remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly, a resolution seeking members ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the ensuing 32^nd Annual General Meeting.

M/s. Dhruvik Parikh & Co, Chartered Accountants, Vadodara continued to be the Internal Auditors of the company as per the provisions of Section 138 of the Companies Act, 2013 for conducting the internal audit of the company for the financial year 2024- 25. The Internal Audit Reports issued by M/s. Dhruvik arikh & Co, are submitted to the Audit Committee and Board of directors on quarterly basis.

Further, as per section 138(1) read with Companies (Accounts) Rules, 2014, the board of directors of the Company have reappointed of M/s. Dhruvik Parikh & Co., Chartered Accountants, Ahmedabad as the Internal Auditor of your Company for the financial year 2025-26 and the Company has also received consent for their re-appointment as the Internal Auditors of the Company to that effect.

The Company has constituted nomination and remuneration committee and adopted revised Policy relating to appointment of Directors, payment of Managerial remuneration, KMP and other employees, Directors qualifications, positive attributes, independence of Directors, and other related matters as provided under Section 178(3) of the Companies Act, 2013 as specified in Corporate Governance Report which forms part of this report.

A copy of the policy is uploaded on the Companys website at bplindia.in/investor-2.html#policy-tab

We confirm that the remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel complies with the Companys policy. This policy has been revised and recommended by the board for shareholder approval to update it in accordance with market research.

The statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is mentioned in Annexure 6.

None of the Executive Directors of the Company were in receipt of any commission from the Company or any remuneration from the subsidiaries of the Company.

Total 10 (Ten) Board Meetings were held during the financial year ended on 31^st March, 2025.

The details of the Board and Committee Meetings held and attendance of each of the directors thereat have been set out in the report on corporate governance attached at Annexure 6.

Pursuant to Section 134(3)?and 134(5) of the Companies Act, 2013, in relation to financial statements of the Company for the year ended 31^st March 2025, the Board of Directors to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the financial year ended March 31^st, 2025 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) The directors have 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 at the end of the financial year and of the profit of the Company for that period.

c) The directors had taken proper and sufficient care towards 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 frauds and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors have laid down internal financial controls, which are adequate and are operating effectively.

f) The directors have devised proper system to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively.

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

According to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the names of all the Independent Directors of the Company have been included in the data bank maintained by the Indian Institute of Corporate Affairs. The Independent director on meeting was scheduled on 03^rd February, 2025 to undertake review and performance of all the directors of the company and

Familiarization Programme was scheduled on 22^nd May, 2024 at being of the Financial year.

The Board of Directors has carried out an annual performance evaluation of its own performance, Committees of the Board and Individual Directors pursuant to the provisions of the Companies Act, 2013 and as per the SEBI Listing (Obligations and Disclosure Requirements) Regulations, 2015.

The performance of Board was evaluated after seeking inputs from all Directors on basis such as Knowledge and Skills, Professional Conduct, Duties, Role & Function, Effectiveness, etc. The Nomination & Remuneration Committee further evaluated performance of individual directors on criteria such as preparedness on the agenda to be discussed, contribution to the discussion, etc. In a separate meeting of Independent Director, the performance of non-independent directors and the board as a whole was evaluated. Further Board opined that the Independent Directors of company appointed during the year has requisite integrity, expertise and experience (including the proficiency).

None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) of the Companies Act, 2013.

None of the Managing Director, Whole-time Director/Executive Director of the Company receive any remuneration or commission from any of its subsidiaries.

Your company has Two Wholly owned subsidiary Company viz, Varenyam Healthcare Private Limited and Varenyam Biolifesciences Private Limited and one material Subsidiary Company Namely Innoxel Lifescineces Private Limited as on March 31, 2025.

There is no associate company that falls within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries and Associate under review.

The information, pursuant to first proviso to Section 129(3) and rule 5 of Companies (Accounts) Rules, 2014, relating to the financial statement of subsidiary/associate company / joint ventures forms part of this report in the prescribed format AOC- 1 and is given by way of "Annexure- 3".

The Company has neither accepted nor renewed any deposits within the meaning of Section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review and hence there were no outstanding deposits and no amount remaining unclaimed with the Company as on March 31, 2025.

As required under Clause (viii) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014, during the year under review, no loans have been availed by the Company from its Directors and/or from their relatives.

All Related Party Transactions that were entered into during the financial year 2024-25 were on an arms length basis and were in the ordinary course of business and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder and as per Listing Regulations.

All Related Party Transactions with related parties were reviewed and approved by the Audit Committee and the Board. Policy on Transactions with Related Parties as approved by the Board is uploaded on the Companys website. Further the approvals have been taken from the shareholders for material related party transactions.

Pursuant to Regulation 23(9) of the SEBI (LODR) Regulations, 2015, the disclosure of Related Party Transactions, in the format specified in the accounting standards for the half year ended 30^th September, 2024 and 31^st March, 2025 has been uploaded on the Exchange and the website of the company.

The Related Party Transactions, wherever necessary are carried out by company as per this policy. During the year the policy has not been changed and uploaded on the Companys website.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of SEBI LODR Regulations, as amended, the Board, subject to the approval of the shareholders, has appointed M/s Jigar Trivedi & Co., Company Secretaries ICSI Membership No. 46488 and COP No. 18483 as the Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for a period of five years i.e. from FY 2025-26 to FY 2029-30. The Secretarial Audit report of the company as on March 31, 2025 is annexed herewith as Annexure-4. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remarks.

M/s Jigar Trivedi & Co., have confirmed that they are not disqualified to be appointed as a Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company.

At the Annual General Meeting held on September 27, 2022 the members approved the appointment of M/s. CNK & Associates LLP., Chartered Accountants, (Firm Registration No. 101961W), Vadodara, as Statutory Auditor(s) to hold office from the conclusion of 29^th Annual General Meeting till the conclusion of the 34^th Annual General Meeting of the Company. M/s. CNK & Associates LLP has placed their resignation on August 10, 2024 and the Board has approved the same at their meeting held on August 31, 2024. The Board has proposed to M/s. Shah Mehta and Bakshi, Chartered Accountants, (Firm registration No. 103824W), Vadodara to work as Statutory Auditors of the Company at their meeting held on August 31, 2024. The consent letter and eligibility certificate has been received from M/s. Shah Mehta and Bakshi, Chartered Accountants, (Firm registration No. 103824W). The Board has decided with recommendation of audit committee for a remuneration of Rupees 3,75,000 (Three lakhs Seventy-five Thousand) per annum, to pass Ordinary Resolution through the Postal ballot notice dated September 05, 2024 regarding appointment of. M/s. Shah Mehta and Bakshi, Chartered Accountants, (Firm registration No. 103824W) were appointed to hold office till the conclusion of 32^nd Annual General Meeting. Further, the Board has proposed the appointment of M/s. Shah Mehta and Bakshi, Chartered Accountants, (Firm registration No. 103824W) to hold office from the conclusion of 32^nd Annual General Meeting till the conclusion the of 37^th Annual General Meeting of the Company. The appointment is accordingly proposed in the Notice of the current Annual General Meeting vide item no. 04 for the approval of Members. Observations of the auditors in their report together with the notes on accounts are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

The Company is maintaining cost records as specified by Central Government under Section 148(1) of the Companies Act, 2013.

No qualifications, reservations or adverse remarks were made by the Statutory Auditor and the Secretarial Auditor in their respective reports.

There was no change in the nature of business of the company or in the nature of business carried by the Company during the year under review.

Your Company has established a Whistle Blower/ Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. It is affirmed that no employee has been denied access to the Audit Committee of the Company pursuant to this policy.

The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed thereunder and Listing Regulations.

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118 (10) of the Companies Act, 2013.

The Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report has been submitted to the stock exchanges within 60 days from the end of the financial year under review.

Your Company continue to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders - shareholders, employees, customers, suppliers and others. Your Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. In compliance with Regulations 17 to 22 and Regulation 34 of the Listing Regulations, a separate report on Corporate Governance presented in a separate section forms an integral part of this Annual Report as Annexure-6.

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/ OVAM and no physical meeting will be held and your company has made necessary arrangements with NSDL to provide facility for e-voting including remote e-voting. The details regarding e-voting facility are being given with the notice of the Meeting.

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data. During the year under review, your Company did not face any incidents or breaches or loss of data breach in Cyber Security

The Company has adopted a code of conduct for Regulating, Monitoring and Reporting trading by Insiders in securities of the company. The code requires pre-clearance for dealing in the companys securities and prohibits the purchase or sale of securities of the company by the directors and the Directors while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The company has also adopted a Code of Practices and Procedures for Fair Disclosure and Conduct of Unpublished price Sensitive information to formulate a stated framework and policy for prompt and fair disclosure of events and occurrences that could impact price discovery in the market for securities of the company. The policy is available on website of the Company.

The Business Responsibility Report under regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is not applicable to Company for the year under review ended 31^st March, 2025. Therefore, there is no requirement to submit a separate report by the company.

During the year under review, the Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and hence, there is nothing to report by the Board of Directors under Section 134 (3) (ca) of the Companies Act,2013.

No application is made and no such proceedings or appeals pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year.

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/ Financial institutions occurred during the year.

The Equity shares of the Company continue to remain listed on BSE Limited and. The annual listing fees for the F.Y. 2025-26 has been paid to the Stock Exchange.

We thank our customers, vendors, dealers, investors, business partners and bankers for their continued support during the year which made the Company grow successfully. We also place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We continue to strengthen our energy conservation efforts. Inter alia the following steps have been taken to reduce energy consumption:

• Use of energy efficient devices/motors for running of machineries.

• Standardization of utility pipelines leading to optimum utilization.

• Efforts have been initiated to improve overall equipment efficiency.

The process is ongoing and the Engineering team is working on various measures to conserve this scarce resource.

The Company has on-going basis takes steps to enhance its technical expertise for pharmaceutical formulations. The Company puts emphasis on innovation in its operations.

The Companys R & D department is making constant efforts in absorbing and updating themselves with the technological advancements in the product portfolio of the Company.

We continue to focus on product and process improvement and collaborate with product vendors to co-create business solutions on customer specific themes.

Your Company has not taken new technology for absorption and hence it has neither imported any technology. The company did not incur any costs for gaining access to this expertise and this has resulted in availability of an entirely new product/market for the company to explore.

The Company continued its initiatives during the year, to upgrade technology and quality at its plants. As pioneers in the country, your Company invests in best in class technology and has lined up an accelerated investment plan to retain its technology leadership position. Our Research and Development capabilities, including test equipments and design software are being improved in line with modern practices.

At Bharat Parenterals Limited, we constantly strive to positively impact the health of people throughout the country. From past several years, we have strived to serve our community by seffing the standard for quality, safety and value in the discovery, development, manufacture and delivery of medicines. Your Company through its Corporate Social Responsibility ("CSR") Policy encourages stronger commitment from the organization and employees towards the society to address the healthcare challenges of the country. The Policy applies to all CSR programs/projects of the Company and has been prepared keeping Companys own core competence and priorities in mind. The CSR Committee acts in an advisory capacity to the Board and Management with respect to policies and strategies that affect your Companys role as a socially responsible organization. The CSR Committee ensures that the implementation, monitoring and impact assessment of the projects is in compliance with the CSR Objectives and Policy of your Company.

Average net profit of the company for last three financial years is: IN R. 30,44,62,102/-

(b) Two percent of average net profit of the company as per sub-section (5) of section 135. :- I NR 60,89,242/-

(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years. :- NA

(d) Amount required to be set-off for the financial year, if any. :- Nil

(e) Total CSR obligation for the financial year [(b)+(c)-(d)]. :- I NR 60,89,242/-

4. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project). :-I NR. 62,21,277/-

(b) Amount spent in Administrative Overheads. :- Nil

(c) Amount spent on Impact Assessment, if applicable. :- Nil

(d) Total amount spent for the Financial Year [(a)+(b)+( c)- IN R. 62,21,277/-

(e) CSR amount spent or unspent for the Financial Year:

(f) Excess amount for set-off, if any:

If Yes, enter the number of Capital assets created/ acquired : NA

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

(Pursuant to first proviso to sub-secfion (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures:

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations - Varenyam Bilolifesciences Pvt Ltd.

2. Names of subsidiaries which have been liquidated or sold during the year - NA

$. Innoxel Lifesciences Private Limited became the subsidiary of the company w.e.f. 16^th October, 2020.

@. Company has acquired 100%, No. of Equity shares of 25,00,000 held in Varenyam Healthcare Private Limited by Bharat Parenterals Limited through Share Purchase agreement dated June 10, 2024.

*. Company has acquired 40%, No. of Equity shares of 18,00,000 held in Varenyam Biolifesciences Private Limited by Bharat Parenterals Limited through Share Purchase agreement dated June 10, 2024.

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Vadodara, Gujarat

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Bharat Parenterals Limited (herein after called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2025 complied with the statutory provisions listed hereunder as applicable to the company and also that the Company has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter and Annexure- "A" attached hereto.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the financial year ended on March 31, 2025 according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009 (Not Applicable to the company during the audit period);

(d) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

(e) The Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015

(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008 (Not Applicable to the company during the audit period);

(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act and dealing with client;

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the company during the audit period); and

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable to the company during the audit period);

6. We have relied on the representations made by the company and its officers for systems and mechanism formed by the Company for compliances of other specific applicable Acts, Laws, Rules and Regulations to the Company including but not limited to the acts mentioned hereunder:

(a) The Payment of Wages Act, 1936;

(b) The Minimum Wages Act, 1948;

(c) The Employee Provident Fund and Miscellaneous Provisions Act, 1952;

(d) Employees State Insurance Act, 1948 and the Employees State Insurance (General) Regulations, 1950;

(e) The Payment of Bonus Act, 1965;

(f) The Payment of Gratuity Act, 1972;

(g) The Contract Labour (Regulation and Abolition) Act, 1970;

(h) The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

(i) Drugs (Control) Act, 1950

(j) The Drugs and Cosmetics Act, 1940 and the Drugs and Cosmetics Rules, 1945 and other rules made thereunder

(k) The Food Safety and Standards Act, 2006

(l) The Narcotic Drugs and Psychotropic Substances Act, 1985

(m) The Narcotic Drugs and Psychotropic Substances Act, 1985

(n) The Water (Prevention and control of pollution) Act, 1974

(o) The Air (Prevention and control of pollution) Act, 1981 We have also examined compliance with the applicable clauses of

i. Secretarial Standards issued by The Institute of Company Secretaries of India and

ii. the Listing Agreement entered into by the Company with BSE Limited and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further report that, During the period under review, the company has reasonably complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except the qualification remarks made herein below.

We further report that, The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors except as stated herein below. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

As informed, adequate notice was given to all Directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decisions at Board meetings and Committee meetings were carried out by requisite majority as recorded in the minutes of meetings of the Board of Directors or Committees of the Board, as the case may be and Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that the compliance by the Company of the applicable financial laws like direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed by me since the same have been subject to review by statutory auditors and other professionals.

We further report that during the audit period, following major events have happened in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.:

1) The company has through preferential allotment made allotment and issue of 7,04,781 (Seven Lakhs Twenty-Three Thousand Six hundred and Seven) fully paid-up Equity Shares of with a face value of Rs. 10 (Rupees Ten only) each ("Equity Shares") at a price of Rs. 1,356.40 (Rupees One Thousand and Three Hundred and Fifty-six point forty paise) to Non Promoters on a preferential basis.

2) The company has issued and allotted 3,67,516 Equity share of face value of Rs, 10/- each for consideration other than cash to the promoters of the company on preferential basis by way of private placement.

3) The company had entered into a Share Purchase Agreement for acquisition of stake in the Varenyam Healthcare Private limited and Varenyam Boilifesciences Private Limited, subsidiaries company of Bharat Parenterals Limited through Swap issue of equity shares of Bharat Parenterals Limited for consideration other than cash.

We further report that,

1) the BSE Ltd. (Stock exchange) has imposed a fine of Rs. 4720/- on the company for four days delay in filing of Annual Report for Financial Year ended 31^st March, 2024 pursuant to Reg. 34(1) of SEBI (LODR) 2015.

We further report that, apart from above there was no specific events / actions having a major bearing on the Companys affairs in pursuance of the above referred laws, regulations, guidelines, standards, etc.

(To the Secretarial Audit Report for the Financial Year ended March 31, 2025)

To,

The Members

Vadodara, Gujarat

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Particulars of employees pursuant to section 197(12) of the companies act, 2013 read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014: