Biofil Chemicals & Pharmaceuticals Ltd Directors Report

Dear Shareholders

Biofil Chemicals and Pharmaceuticals Limited

Your Directors are pleased to present the 39^th Annual Report on the business and operations of the Company, together with the Audited Financial Statement of your company for the year ended 31^st March, 2024.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF FINANCIAL STATEMENTS:

The financial statements of the Company for the financial year ended March 31, 2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The Companys performance during the financial year ended March 31, 2024 as compared to the previous financial year is summarized below: (Amount in Lacs except EPS)

Particulars	Year ended 31st March 2024	Year ended 31st March 2023
Total Income	4052.50	3013.22
Total Expenditure	3965.97	2933.92
Profit/(Loss) before tax	86.53	79.30
Provision for Tax
Current Tax	24.00	23.00
Deferred Tax	(8.79)	1.14
Adjustment of tax relating to earlier periods	0.40	(0.88)
Profit/(Loss) after tax	70.92	56.04
Other comprehensive Income ( Net of Tax)	19.21	(9.66)
Total Comprehensive Income	90.13	46.38
Paid up Equity Share Capital	1627.38	1627.38
Earning per share (INR 10/- each)	0.44	0.34
Basic & Diluted (in INR)

During the financial year 2023-24, Company has achieved total income of INR 4052.50 Lacs as against INR 3013.22 Lacs in previous year and earned net profit after tax before comprehensive income of INR 70.92 Lacs as against INR 56.04 Lacs in previous year.

1.2 OPERATIONS AND PERFORMANCE:

The Company had previously entered into a tri-party agreement with Cyano Pharma Private Limited (CPPL) and HLL Lifecare Limited (formerly Hindustan Latex Limited) to provide job work facilities to HLL Lifecare Limited. As part of this agreement, Company and CPPL engaged in the sale and purchase of raw materials and finished goods, as well as providing job work facilities. However, over the past two years, Company has experienced profitability setbacks due to HLLs inadequate response to operational challenges, resulting in a significant decline in overall sales. HLL managements failure to address these issues promptly has further exacerbated the situation, adversely impacting Companys sales performance.

In view of the above Board of the Directors strategically decided to consolidate operations into one location rather than pursue uncertain bank financing. They proposed selling, transferring, or disposing of their Sanwer Road facility in Indore at consideration of INR 412 Lacs. This decision aims to optimize resources, mitigate financial risks, and enhance operational efficiency while ensuring regulatory compliance without extensive borrowing.

2. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act, 2013, the draft annual return as on 31^st March, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be assessed using the web link https://www.biofilgroup.net/pdf/2024/MGT-7MGT-9/Form_MGT_7_BCPL_Draft_Website%202024.pdf

3. NUMBER OF BOARD MEETINGS, COMMITTEE MEETINGS AND ANNUAL GENERAL MEETING/POSTAL BALLOT:

The Board met 4 (Four) times during the FY 2023-24, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Information on the meeting of Audit Committee, Nomination and Remuneration Committee and Stakeholders

Relationship Committee ("SRC") held during the year are given in the Corporate Governance Report.

Further, 38^th Annual General Meeting of the Company for financial year 2022-23 was held on 27^th September, 2023.

During the financial year Company has passed special resolution through postal ballot on 15th March, 2024 under section 180 (1) (a) of the Companies Act, 2013 for approval of disposal of undertaking situated at 11/12, Sector E, Sanwer Road Industrial Area, Indore 452015 Madhya Pradesh on consideration not less than INR 400 Lacs.

4. DIVIDEND:

To conserve resources and plough back profits, your Directors have not recommended any dividend for the year under review.

5. AMOUNTS TRANSFERRED TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for F.Y. 2023-24 appearing in the Statement of Profit and Loss. Accordingly, your company has not transferred any amount to General Reserves for the year ended 31^st March, 2024.

6. DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:

Not applicable since Company has not accepted any deposits, therefore the question does not arise regarding non-compliance with the requirements of Chapter V of the Act.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS:

Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan from directors during the financial year 2023-24.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

During the financial year ended on 31^st March, 2024, the Company did not have any subsidiary, joint venture or associate company.

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Company has a professional Board with an optimum combination of executive and non-executive directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of stakeholders. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations.

? Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of

Association, Mr. Romil Shah (DIN: 00326110) retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

? Change in Directors

During the year under review, on recommendation of Nomination and Remuneration Committee (NRC), the Board has appointed Mrs. Gayatri Padiyar (DIN: 10260173), as Additional Director in the category of Non-Executive women Independent Director of the Company for a period of five year with effect from 14^th August, 2023. The same has been approved by members in 38^th Annual General Meeting held on 27^th September, 2023. Further, second and final term of Mrs. Shaila Jain (DIN: 00326130) has been completed from the close of business hours on 31^st March, 2024, consequently she ceased/retired from Directorship of the Company as well as from all the Committees positions. Your Board places on record her deep appreciation of the valuable contribution made by her during her tenure as an Independent Director of the Company.

? Key Managerial Personnel

As on 31^st March, 2024, the following have been designated as the Key Managerial Personnel of the Company within the meaning of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

a. Mr. Ramesh Shah (DIN: 00028819), Chairman & Managing Director;

b. Mr. Ketan Shah (DIN: 08818212), Whole-time Director;

c. Mr. Pavan Singh Rajput, Chief Financial Officer and

d. Ms. Shweta Verma, Company Secretary and Compliance Officer

? Change in Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel of the Company.

However during the current financial year 2024-25, Ms. Shweta Verma has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. the close of business hours on 3^rd July, 2024.

? Disqualifications of directors

During the year declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board apprised the same and found that none of the director is disqualified for holding office as director.

9. DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received declaration of independence from all the Independent Directors, as required under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations as amended from time to time.

Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA"). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

10.DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief, ability and explanations obtained by them, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 at the end of the financial year and of the profit of the Company for that year;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts on a going concern basis;

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

vi) 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.

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2023-24.

11.FAMILIRIZATION PROGRAMMES IMAPRTED TO INDEPENDENT DIRCTORS

You Company has familiarized the Independent Directors, with regard to their roles, responsibilities, nature of the industry in which your company operates, the business model of your Company etc. The

Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The Familiarization Programme for Independent Directors is uploaded on the website of your Company, and is accessible at:

https://www.biofilgroup.net/Appointment%20letter%20Independent%20Director/2.%20Familarization%2 0Programme%20of%20Independent%20Director%202024.pdf

12.MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year as on 6^th February, 2024. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

13.COMMITTEES OF THE BOARD OF DIRECTORS:

The Company has various committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The details of Committees of the Board are given below: (i) Audit Committee (ii) Nomination and Remuneration Committee (iii) Stakeholders Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Members at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

14.STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the performance evaluation of all the Directors, Committees, Chairman of the Board and the Board as a whole was conducted based on the criteria and framework adopted by the Board which includes assessing the quality, quantity and timelines of flow of information between the Company, Management and the Board, as it is necessary for the Board to effectively and reasonably perform their duties.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity, expertise and experience of the independent director appointed during the year.

During the year under review, the Board has appointed Mrs. Gayatri Padiyar (DIN: 10260173) as an Independent Director in the Company. Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, and expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 as amended up to the date. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

15.PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEE BY COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the financial year, the Company has not provided any loans and guarantees or made investments pursuant to Section 186 of the Companies Act, 2013.

16.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Company has formulated a Policy on Related

Party Transactions. The Policy can be accessed on the Companys website at https://www.biofilgroup.net/Policies/related%20party%20policy%20(1).pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are subjected to independent review by an Audit Committee to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI Listing Regulations. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis.

All Related Party Transactions entered during the year 2023-24 were in Ordinary Course of the Business and at Arms Length basis. Further the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) Companies (Accounts) Rules, 2014 and the Material Related Party Transactions, i.e. transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds rupees one thousand crore or ten per cent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower; which were entered during the year by your company have been reported in Form AOC-2 is set out as ANNEXURE-A and form part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the financial statements forming part of this Report & Annual Accounts 2023-24.

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

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

(A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy: The company is putting continues efforts to reduce the consumption of energy and maximum possible saving of energy.

(ii) The steps taken by the company for utilizing alternate sources of energy: The Company has used alternate source of energy, wherever and to the extent possible.

(iii) The capital investment on energy conservation equipments: Nil

(B) Technology Absorption:

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): The Company has neither purchased within India nor imported any technology.

(iv) Company has not incurred any expenditure on Research and Development during the year under review: The Company has not incurred any expenditure on Research and Development during the year under review.

(C) Foreign Exchange earning/outgo:

During the year, there was neither inflow nor outflow of foreign exchange.

18.STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly and efficient conduct of its business including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically. The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and complexity of operations.

19.CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under review, your Company has not met criteria laid down under the provisions of Section 135(1) of the Companies Act, 2013 read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social Responsibility are not applicable to the Company.

20.REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI Listing Regulations, your Company has a well-structured Nomination and Remuneration Policy in place which laid down the criteria for determining qualifications, competencies, positive attributes, independence for appointment of Directors and remuneration of Directors, KMP and other employees.

Details on the Remuneration Policy are available on the Companys website at web-link https://www.biofilgroup.net/Policies/Policy%20for%20the%20%20Nomination%20&%20Remuneration.p df

The Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, is annexed as Annexure-B and forms an integral part of the Board Report.

During the year under review, none of the employee of the Company is drawing remuneration more than INR 1,02,00,000/- per annum or INR 8,50,000/- per month for the part of the year. Therefore, details of top ten employees in terms of the receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of Section 136(1) of the Act. Any Member desirous of obtaining above said details may write to the Company or email at bcplcompliance@gmail.com

Further, Company did not have any holding or subsidiary company therefore receipt of the commission or remuneration from holding or subsidiary company of the company as provided under Section 197(14) of Companies Act, 2013 is not applicable.

21.DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY:

As per the requirement of Section 177(9) & (10) of the Companies Act, 2013 and Schedule V of SEBI Listing

Regulations, the Company has established a "Whistle Blower Policy" for directors and employees to enable the directors, employees and all stakeholders of the Company to report genuine concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics and to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee. Further, no person has been denied direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy is disclosed on the website of the Company at https://www.biofilgroup.net/Policies/Vigil%20Mechanism%20Policy%20BCPL122.pdf

22.SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed L. N. Joshi & Company, Practicing Company Secretaries, Indore to conduct the Secretarial Audit of the Company for year ended March 31, 2024. The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-C and forms an integral part of this Report.

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following:

Secretarial Auditor Observations	Management comments
During the year under review, an Advisory letter has been received by company from NSE for non- compliance with requirements of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for not having a functional website i.e. www.biofilgroup.net. Further Company has not updated the content of the website within two working days from the date of the change in content.	During the year, technical glitches and system failures caused the website to malfunction at some time. The Company has addressed the issues raised by the exchange and made the necessary changes to ensure the website operates more efficiently.
	Additionally, upon receiving an advisory letter from the NSE, we promptly updated the websites contents.

23.ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars /Guidelines issued there under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance Report for the financial year 2023-24 has submitted to the stock exchange within prescribed time.

24.STATUTORY AUDITOR:

Maheshwari & Gupta, Chartered Accountants, Indore (ICAI Firm Registration No. 006179C) were reappointed as the Statutory Auditors of your company in the 37^th Annual General Meeting (AGM) of the Company held on 30^th September, 2022 for another term of 5 consecutive years, from the conclusion of 37^th

Annual General Meeting up to the conclusion of 42^nd Annual General Meeting to be held in the calendar year 2027.

EXPLANATION TO AUDITORS REMARKS:

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, there was no fraud in the Company, which was required to be reported by Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.

25.INTERNAL AUDITOR:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed there under, your Company has appointed Sethiya Khandelwal & Company, Chartered Accountants Indore, as the Internal Auditor of the Company and takes their suggestions and recommendations to improve and strengthen the internal control system. Their scope of work includes review of operational efficiency, effectiveness of system & processes, compliances and assessing the internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the

Companys risk management policies and systems.

26.COST AUDITOR:

Your Company does not falls within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time, therefore no such records are required to be maintained.

27.REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS:

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Practicing Chartered Accountants confirming compliance forms an integral part of this Report.

A detailed analysis of the Companys performance is discussed in the Management Discussion and Analysis

Report, which also forms part of this Annual Report.

28.MD/CFO CERTIFICATION:

The Managing Director & CFO of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the SEBI Listing Regulations and the same forms part of this Annual Report.

29.CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct ("the Code") for all Board members and senior management personnel of your Company. This Code has been posted on the Companys website at the web link: https://www.biofilgroup.net/Policies/Code%20of%20Conduct%20of%20BCPL.pdf

All Board members and senior management personnel have affirmed compliance with this Code. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

30.STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Your Company has a well-de ned risk management framework in place. The risk management framework works at various levels across the organization. The Board of Directors have developed & implemented Risk Management Policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

31.MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the company which has been occurred between the end of the financial year i.e., March 31, 2024 and the date of signing of this Boards

Report except company has entered into agreement with Cyano Pharma Private Limited dated 13^th August, 2024 for sell, transfer or otherwise dispose the whole of the undertaking of the Company situated at 11/12, Sector E, Sanwer Road Industrial Area, Indore 452015 Madhya Pradesh including Leasehold land right, plant & machineries, furniture, fixtures, scraps, structure, tools, manufacturing equipments and other assets subject to approval of the members of the Company. As of the date of the Signing Board Report, there is no impact on the financial position of the company from the agreement for the sale of the undertaking.

32.ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

33.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 in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There was no case of sexual harassment reported during the year under review.

34.LISTING OF SHARES:

Presently, Companys shares listed on BSE Limited and National Stock Exchange of India Limited. The company has paid annual listing fee for financial year 2024-2025 to both the Stock Exchanges (BSE Limited and National Stock Exchange of India Limited).

35.INSURANCE

The Companys assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time.

36.COMPLIANCE OF SECRETARIAL STANDARD:

Your Company is in compliance 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.

37.DEPOSITORY SYSTEM:

Your Companys shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail the facility of Dematerialization of the Companys shares on either of the Depositories mentioned as aforesaid.

38.INDUSTRIAL RELATIONS

Companys Industrial relations continued to be healthy, cordial and harmonious during the Year under review. Your Directors record their appreciation for all the efforts, support and co-operation of all employees extended from time to time.

39.OTHER DISCLOSURES:

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

Company has not issued any equity shares with differential rights as to dividend, voting or otherwise. As on 31^st March 2024, none of the Directors of the company hold instruments convertible into equity shares of the Company. Company has not issued any shares (including Sweat Equity Shares) to employees of the Company under any Scheme and also not made any Stock Option Schemes. No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future.

Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013). There has been no change in the nature of business of your Company. The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2024. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company. There was no one time settlement of loan obtained from the Banks or Financial Institutions. There was no revision of financial statements and Board report of the Company during the year under review.

40.ACKNOWLEDGMENT AND APPRECIATION:

The Board desires to place on record its grateful appreciation for continued co-operation received from the banks, financial institutions, government, customers, shareholders and other stakeholders during the year under review. Your Directors also wish to place on record their appreciation for the extended co-operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the employees, investors, stakeholders, Banks and other regulatory authorities.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
BIOFIL CHEMICALS AND PHARMACEUTICALS LIMITED
RAMESH SHAH	KETAN SHAH
CHAIRMAN & MANAGING DIRECTOR	WHOLE TIME DIRECTOR
DIN: 00028819	DIN: 08818212
DATE: 13TH AUGUST, 2024
PLACE: INDORE