Biofil Chemicals & Pharmaceuticals Ltd Directors Report

The Board met 6 (Six) times during the FY 2024-25, 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, 39th Annual General Meeting of the Company for financial year 2023-24 was held on 30th September, 2024 and no Extra Ordinary General Meeting of the Company was held during the financial year 2024-25.

During the financial year, Company has passed resolutions through postal ballot on 21st March, 2025.

• DIVIDEND:

Due to inadequate profit, your Directors have not recommended any dividend for the year under review.

• AMOUNTS TRANSFERRED TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for F.Y. 2024-25 appearing in the Statement of Profit and Loss. Accordingly, your company has not transferred any amount to General Reserves for the year ended 31st March, 2025.

• 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.

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.

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 2024-25.

• DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

During the financial year ended on 31st March, 2025, the Company did not have any subsidiary, joint venture or associate company.

• 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. Meet Shah (DIN: 06578351) 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, following changes were made in the Board:

• Mr. Romil Shah (DIN: 00326110) has tendered his resignation from the post of Non Executive Non Independent Director of the Company with effect from the close of business hours on 27th November, 2024
• On the basis of recommendation of Nomination and Remuneration Committee, Board of Director in their meeting held on 30th December, 2024 appointed Mr. Meet Shah (DIN: 06578351) as an Additional Director under the category of Non Executive Non Independent Director of the Company w.e.f. 30th December, 2024 and regularized as Non-Executive Non Independent Director by way of an Ordinary Resolution passed by the shareholders of the Company through Postal Ballot by using remote e-voting mechanism on 21st March, 2025.

Further, during the current financial year 2025-26, on the basis of recommendation of Nomination and Remuneration Committee the Board of Directors in their meeting held on 12th August, 2025 considered and approved, subject to approval of members in ensuing Annual General Meeting:-

• Re-appointment of Mr. Ashok Kumar Ramawat (DIN: 08818263) as a Non-Executive Independent Director of the Company for a second term of five years with effect from completion of first tenure.
• Re-appointment of Mr. Satish Beohar (DIN:09220291) as a Non-Executive Independent Director of the Company for a second term of five years with effect from completion of first tenure.
• Key Managerial Personnel

As on the date of Boards Report, 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:

• Mr. Ketan Shah (DIN: 08818212), Chairman and Managing Director; and
• Mr. Pavan Singh Rajput, Chief Financial Officer
• Mr. Apoorv Jain, Company Secretary and Compliance Officer
• Change in Key Managerial Personnel

During the year under review, following changes were made in the KMP:

• 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 3rd July, 2024.

• On the basis of recommendation of Nomination and Remuneration Committee, Board of Director in their meeting held on 14th September, 2024 appointed Ms. Anisha Mangal as a Company Secretary and Compliance Officer of the Company w.e.f. 14th September, 2024.
• Ms. Anisha Mangal has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. the close of business hours on 16th December, 2024.
• Mr. Ramesh Shah (DIN: 00028819) ceased to be the Chairman & Managing Director of the Company

w.e.f. 11th March, 2025 due to his sudden demise.

The Board records with deep sorrow the sudden demise of Late Shri Ramesh Shah Chairman and Managing Director of the Company. The Board places on record its profound appreciation for his visionary leadership, invaluable guidance, and significant contribution to the growth and success of the Company. The Directors convey their heartfelt condolences and express gratitude for his dedicated service.

Further, during the current financial year 2025-26, following changes were made in the KMP:

• On the basis of recommendation of Nomination and Remuneration Committee the Board of Directors in their meeting held on 19th April, 2025 appointed Mr. Apoorv Jain as a Company Secretary and Compliance Officer of the Company w.e.f. 19th April, 2025.
• On the basis of recommendation of Nomination and Remuneration Committee the Board of Directors in their meeting held on 12th August, 2025 approved the re-designation of Mr. Ketan Shah (DIN: 08818212) as a Chairman and Managing Director of the Company for a period of three years w.e.f. 12th August, 2025 to 11th August, 2028, subject to approval of members in ensuing Annual General Meeting.

• 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.

• 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. All Independent Directors of the Company have already cleared an online proficiency self-assessment test conducted by IICA.

• 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:

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

• 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;

• 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;

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

• 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;

• 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 2024-25.

• FAMILIARIZATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS

Your 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 Independent Directors met once during the year as on 11th February, 2025. 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.

• 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 constituted in compliance with SEBI (LODR) Regulations, 2015 are given below:

• Audit Committee

• Nomination and Remuneration Committee
• 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.

Further during the current financial year 2025-26, Board of Directors in their meeting held on 12th August, 2025 has constituted Finance Committee in compliance with the provisions of Section 179 of the Companies Act, 2013 and other applicable provisions if any.

The Composition of Finance Committee is given below:

• 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.

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.

During the year under review, 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.

• 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.

• 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 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.

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.

• 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.

Pursuant to the provision of Section 204 of the Act and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed L.N. Joshi & Co., Practicing Company Secretaries (PCS Registration No. 4216) as the Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

Further, pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors in their meeting held on 12th August, 2025 appointed Joshi Sahay and Company, Company Secretaries, Indore (Unique Code Number: P2025MP322400 and Peer Review Certificate No.: 6873/2025) as the Secretarial Auditors of your Company subject to approval of members in ensuing 40th Annual General Meeting ("AGM") for the period of five consecutive financial year starting from 2025-26 to 2029-2030 at such remuneration as shall be fixed by the Board/Committee. Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of your Company for the audit of five consecutive financial year i.e. from 2025-26 to 2029-30.

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, which is self-explanatory.

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

• ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the financial year 2024-25 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 2024-25 has submitted to the stock exchanges within prescribed time.

• STATUTORY AUDITOR:

Maheshwari & Gupta, Chartered Accountants, Indore (ICAI Firm Registration No. 006179C) were re- appointed as the Statutory Auditors of your company in the 37th Annual General Meeting (AGM) of the Company held on 30th September, 2022 for another term of 5 consecutive years, from the conclusion of 37th Annual General Meeting up to the conclusion of 42nd Annual General Meeting (AGM to be held for the financial year 2026-27).

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.

• 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.

• 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.

• 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.

• MD/CFO CERTIFICATION:

Due to sudden demise of Mr. Ramesh Shah (DIN: 00028819) Managing Director of the Company on 11th March, 2025, Company has taken the certificate pursuant to the provisions of Regulation 17(8) of the SEBI Listing Regulations from whole time director of the Company & CFO.

The Whole Time Director and the Chief Financial Officer of the Company gives annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations and the same forms part of this Annual Report.

• CODE OF CONDUCT:

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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.

• STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Your Company has a well-defined 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.

• 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, 2025 and the date of signing of this Boards Report except Board of Director in their meeting held on 04th August, 2025 subject to approval of members through postal ballot using remote e-voting mechanism to propose to sell, transfer or otherwise dispose of only leasehold rights in respect of vacant portion of industrial land about 80156 square meter situated at Plot No. 8, Sector-3, Kheda Industrial Estate, Pithampur, Dist. Dhar M.P. (as permitted by MPAKVN) for consideration not less than Rs. 16,00,00,000/- (Rupees Sixteen Crores only) subject to the approval of Madhya Pradesh Industrial Development Corporation-MPIDC (formerly known as Madhya Pradesh Audyogik Kendra Vikas Nigam -MPAKVN) and other regulatory authorities. E-voting in this regard is in process.

• 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.

• 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. The status of the complaints filed, disposed and pending during the financial year 2024-25 is given below:-

Presently, Companys shares listed on BSE Limited and National Stock Exchange of India Limited. The company has paid annual listing fee for financial year 2025-2026 to both the Stock Exchanges (BSE Limited and National Stock Exchange of India Limited).

• 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.

• 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.

• 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.

• 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.

• 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 31st March 2025, none of the Directors of the company hold instruments convertible into equity shares of the Company.
• There was no change in capital structure of the Company. Further 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, 2025
• 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.
• The Company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.

• 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.