Brawn Biotech Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present 40^th Annual Report of your Company on the operational and financial performance of your company along with the Audited Financial Statement of Accounts for the year ended 31^st March, 2025.

1. FINANCIAL SUMMARY OF THE COMPANY

A brief summary of the audited financial of the company for the Financial Year ended March 31, 2025 is given below. The figures of the current FY and Previous FY have been approved in accordance with the Indian Accounting Standards (Ind AS)

(Rs. In Thousands)

	(Rs. In Thousands)
PARTICULARS	Year Ended on 31.03.2025	Year Ended 31.03.2024
Revenue from Operations	134649.87	164946.91
Other Income	933.13	880.51
Total Revenue	135583.01	165827.42
Total Expenses	153563.78	181269.53
Profit/loss before exceptional items and tax	(17980.78)	(15442.11)
Exceptional items	-	-
Earlier year Tax	-	-
Current year Tax	-	-
Deferred Tax	(579.98)	(2972.04)
MAT credit entitlement	-	-
Profit/(loss) After Taxation	(17400.80)	(12470.07)
Toal Comprehensive income	(17027.82)	(12442.17)
Earning Per Equity Share	(5.68)	(4.15)

2. KEY HIGHLIGHTS

During the period under consideration the Companys revenue from operations was Rs. 134649.87 and it has suffered from loss of Rs. (17400.80). The Company is trading in pharmaceutical products and distributing them in the Domestic industry.

3. STATEMENT OF AFFAIRS

Your company is in trading pharmaceutical products. The pharmaceutical sector is contributing a major contribution into the GDP of the Country.

4. DIVIDEND

In view of the losses, no dividend has been recommended.

5. TRANSFER TO RESERVES

During the FY 2024-25, the Company has not transferred any amount to General Reserve.

6. LISTING OF SECURITIES

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (“The Exchange”). The Annual listing fee has been duly paid to the Stock Exchange.

7. TRANSFERS OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and Amendments Rules, 2017 notified by the Ministry of corporate Affairs, the Company is required to transfer all shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more in the name of Investor Education and Protection Fund (IEPF)demat account. Adhering to various requirements set out in the Rules, the Company has taken appropriate action for transferring the shares to the Demat Account opened by IEPF Authority. The Company has also uploaded details of such Members whose shares are transferred to IEPF demat Account on its website at www.brawnbiotech.com. The shares transferred to IEPF Suspense Account including all benefits accruing on such shares, if any, can be claimed by the members from the IEPF Authority, after following the procedure the prescribed under the Rules.

Dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid dividend account are required to be transferred to IEPF established by the Central Government, pursuant to the provisions of Section 124 and 125. Members are requested to claim their dividend lying unclaimed with the company.

8. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes affecting the affairs of the Company which have occurred between the end of the financial year on March 31, 2025 of the Company to which the financial statement relate and date of this report.

9. CHANGE IN NATURE OF BUSINESS:

The company has not undergone any change in the nature of the business during the financial year.

10. DEPOSITS

Your Company has no unclaimed / unpaid matured deposit or interest due thereon. Your Company has not accepted any deposits covered under ‘Chapter V - Acceptance of Deposits by Companies under the Companies Act, 2013 during the financial year ended March 31, 2025.

11. CAPITAL STRUCTURE

The Authorized Share Capital and Issued, Subscribed & Paid-up Equity Capital Share of the Company as on March 31, 2025 stands as shown below:

Particulars	As on Year Ended 31st March, 2025		As on Year Ended 31st March, 2024
	No. of Shares	Rupees	No. of Shares	Rupees
Authorised Capital Equity Share of Rs. 10/- each	45,00,000	4,50,00,000	45,00,000	4,50,00,000
Issued, Subsribed & Paid- up Equity Capital Share of Rs. 10/- each	30,00,300	3,00,03,000	30,00,300	3,00,03,000

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

12. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Hence, the details of such contracts or arrangements with its related parties are not disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and the Rules framed thereunder.

The Policy on dealing with related party transactions and on determining materiality of related party transactions as approved by the Board may be accessed on the Companys website at www.brawnbiotech.com

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your company does not have any unlisted/listed subsidiary company or Joint Venture or any Associate Companies. Therefore, AOC-1 is not attached.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. DIRECTORS:

The composition of the Board is in conformity with the relevant provisions of the Companies Act, 2013. All the Directors possess the requisite qualifications and experience in general corporate Management, finance, banking and other allied fields, which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

Name	Designation	Date of Appointment
Mr. Brij Raj Gupta	Director	13.08.2019
Mrs. Brij Bala Gupta	Director	24.11.2004
Mr. Mayank Jain	Independent Director	27.08.2024
Mrs. Pooja Jha	Independent Director	27.08.2024
Mr. Amit Kumar	Manager	Proposed to reappoint at this Annual General Meeting
Ms. Pooja Pandey	Chief Financial Officer (CFO)	05.08.2022
Ms. Priyanka Sharma	Company Secretary	01.01.2019

b. KEY MANAGERIAL PERSONNEL:

During the year under review no director or KMP was appointed or re-appointed or resigned.

c. RETIREMENT BY ROTATION:

Pursuant to Section 152(6) and Article of Association of the Company, Mr. Brij Bala Gupta (DIN: 00975261) retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends her re-appointment for approval of the members in the forthcoming Annual General Meeting.

d. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

All the Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149 read with Schedule IV of the Companies Act, 2013. The Board confirms that the independent directors meet the criteria as laid down under the Companies Act, 2013.

e. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of SEBI (LODR), 2015, a separate meeting of the Independent Directors of the Company was held on 14^th Februrary, 2025 to discuss the agenda items as prescribed under the applicable laws. The meeting was attended by all Independent Directors of the Company.

f. ANNUAL PERFORMANCE EVALUATION

In compliance with the provisions of the Act and the SEBI (LODR), 2015, a formal Annual performance evaluation of the Board, its Committees and individual directors, including the Independent Directors was carried out during the FY 2024-25. The Performance evaluation was carried out by the Nomination and Remuneration Committee based on the “Annual Evaluation Framework” prepared by the Committee. Furthermore, the Independent Directors at their exclusive meeting held during the year, reviewed the performance of the Board, its Chairman, and Non-Executive directors as stipulated under the Act and SEBI (LODR), 2015.

15. MEETINGS OF THE BOARD OF DIRECTORS

During the FY 2024-25, Eleven (7) Board Meetings were held on 29^th May, 2024, 19^th June, 2024, 14^th August, 2024, 27^th August, 2024, 29^th August, 2024, 14^th November, 2024 and 12^th February, 2025. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) 2015.

16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

In terms of regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company familiarizes the Directors about their role and responsibility at the time of their appointment through a formal letter of appointment. All new independent directors inducted into the Board attend an orientation program. The details of programs for familiarization of Independent Directors can be accessed on the Companys website.

17. AUDITORS

a) STATUTORY AUDITORS

M/s. Rajiv Udai & Associates, Statutory Auditors, were appointment as statutory auditors of the Company from the conclusion of 36th Annual General Meeting till the conclusion of 41st Annual General Meeting for the period of 5 years to audit the accounts of the Company from the financial year 2021-22 to 2025-26.

Auditors Report

There are no qualifications, reservations or adverse remarks and disclaimers made by The Report given by M/s. Rajiv Udai & Associates, Statutory Auditors on the financial statement of the Company for the year ended 31^st March 2025 is part of the Annual Report. There are no qualifications, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors did not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

b) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed M/s Amit Bansal and associates (Company Secretaries) for financial year 2024-25. A copy of Secretarial Audit Report from Mr. Amit Bansal for the financial year ended March 31, 2025 in the prescribed Form No. MR-3 is annexed to this report as Annexure A.

There is no qualification, reservation and adverse remark or disclaimer made by the auditor in the report.

c) COST AUDITORS

Companies (cost records and audit) (Amendment) Rules, 2015 are not applicable on the Company for the financial year 2024 25.

d) INTERNAL AUDITORS

M/s Sahil Pasricha & Associates (Firm Reg. No. 026379N), Chartered Accountants has been appointed as Internal Auditor of the Company for the financial year 2024-25.

18. REPORTING OF FRAUD BY AUDITOR

In terms of sub clause 3 (ca) of Section 134 and under sub-section 12 of Section 143 of Companies Act, 2013, there have been no frauds reported to Central Government neither by the Statutory Auditors nor by the Secretarial Auditors under sub section (12) of section 143 .

19. INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Companys Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations.

20. COMPOSITION OF COMMITTEES

a) AUDIT COMMITTEE

The Board of Directors of the Company has a duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 18 of the Listing Regulations. The terms of reference of the Audit Committee has been approved by the Board of Directors. The Audit Committee comprises of Independent Directors namely Mr. Mayank jain (Chairman/ Independent Director), Mrs. Pooja Jha (Member/Independent Director) and Mr. Brij Raj Gupta (Member/ Non-Independent Director). All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary of the Company acts as the secretary to the Audit Committee.

b) NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors constituted a Nomination and Remuneration Committee majorly comprises of Independent Directors namely Mr. Mayank Jain (Chairman/ Independent Director), Mrs. Pooja jha(Member/Independent Director) and Mr. Brij Raj Gupta (Member/ Non-Independent Director). The function of the Nomination and Remuneration Committee includes recommendation of appointment of Whole-time Director(s)/ Managing Director/Joint Managing Director and recommendation to the Board of their remuneration. A Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act 2013 for formulization of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

c) STAKEHOLDER RELATIONSHIP COMMITTEE

The Board of Directors constituted a Stakeholder Relationship Committee majorly comprises of Independent Directors namely Mr. Mayank Jain (Chairman/ Independent Director), Mrs. Pooja Jha (Member/Independent Director) and Mr. Brij Raj Gupta (Member/ Non-Independent Director). The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters connected with the investor services in connection with applications received and shares allotted in the Initial Public Offer, status of refund account, conversion of partly paid shares into fully paid shares, rematerialization and dematerialization of shares and transfer/transmission of shares of the Company. The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services.

21. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations during the financial year 2024-25.

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sec. 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) the directors have selected 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 2024-25 and of the loss of the company for the year. (iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) the directors have prepared the annual accounts on a going concern basis; (v) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism which is overseen by the Audit Committee for the genuine concerns expressed by the employees and the Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The policy as approved by the Board is uploaded on the Companys website at www.BrawnBiotech.com.

24. REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, key managerial personnel and senior management of the company. This policy also lays down criteria for selection and appointment of Board Members and related matters are put up on the website of the Company. The Nomination and Remuneration Policy may be accessed on the Companys website at www.brawnbiotech.com

25. EXTRACT OF ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Companys website at www.brawnbiotech.com

26. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given any loan, made investment and provided security in terms of section 186 of the Companies Act, 2013.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION OF SEXUAL HARASSMENT)

The Company has put in place a policy on Prevention of the Sexual harassment in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the year, no complaints pertaining to sexual harassment were received. During the FY 2024-2025, following is the summary of complaints received and disposed of: No. of Complaints received - NIL No. of Complaints disposed of - NA

Your Directors state that during the financial year ended March 31, 2025 under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act, 2013.

28. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

It is confirmed that the company is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

29. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, compliance with the Corporate Governance provisions specified in regulation 17 to 27 and clause (b) to of the sub-regulation (2) of regulation 46 and Para C, D & E of Schedule V shall not apply to the company having Paid-up Equity Share Capital not exceeding Rs. Ten Crore and Net Worth not exceeding Rs. Twenty-Five Crores as on the last day of the previous financial year. The company is covered under the limts as prescribed in Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015; therefore, the company is not required to comply with the said provisions.

30. CREDIT RATING:

Your Company has not obtained Credit Rating from any Agency during the year under Review.

31. RISK MANAGEMENT

In accordance with provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to maintain Risk Management Committee. At present the Company has not identified any element of risk which may threaten the existence of the Company.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars related to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure ‘B and is attached to this report.

33. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the purview of said section during the year. Hence, the details of the same are not disclosed in Annexure in Form CSR-2 as prescribed under the Companies Act, 2013 and the Rules framed thereunder.

34. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule V(B) of the Securities of Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report as “Annexure C”.

35. PARTICULARS OF EMPLOYEES

During the financial year 2024-25, there was no employee employed in the Company who was in receipt of remuneration for that year Rupees One Crore and Two Lakh Rupees and who employed for the part of the financial year was in receipt of remuneration not less than Rupees eight lakh and fifty thousand rupees per month. The statement containing particulars of employees as required under section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in “Annexure D”.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

Your company has complied with the applicable provisions of the Secretarial standards on meetings of Board of Directors issued by Institute of Company Secretaries of India.

37. INDUSTRIAL RELATIONS

Industrial relations remain peaceful and cordial during the period under review. Your company regards its employees as its core strength and thus, undertakes requisite changes in various policies from time to time for their welfare.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Your company has neither made any application nor are any of its proceedings pending under the Insolvency and Bankruptcy Code, 2016.

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME

SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the financial year 2024-25, your company has not made any one time settlement and valuation with respect to loans taken from banks or financial institutions.

40. WEBSITE

As per provisions of the Regulation 46 of the SEBI (LODR) REG, 2015 all necessary information as required to be given to the shareholders/stakeholders, is available at www.brawnbiotech.com, stakeholders are requested to refer to investor section.

41. OTHER INFORMATION: i. Sweat Equity Shares, Employee Stock Option / Right Issue / Preferential Issue:- The Company has neither come up with any Right Issue/Preferential Issue, nor issued any Sweat Equity Shares and not provided any Stock Option Scheme to the employees during the period under review. ii. Significant and material orders passed by the regulators:- No significant and material orders have been passed during the FY 2024-25 by the regulators or courts or tribunals affecting the going concern status and Companys operations in the future. iii. Material Changes & Commitments:- No material changes and commitments have occurred, which can affect the financial position of the Company between the end of the FY and as on date of this Report. iv. Change in Nature of business, if any:- There is no change in the nature of business of the Company during the year under review.

42. ACKNOWLEDGEMENT

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/ contractors, bankers, employees, Government agencies, local authorities and the immediate society for their un-stinted support and co-operation during the year.

On behalf of the Board of Directors For Brawn Biotech Limited

PLACE: New Delhi	Sd/-	Sd/-
DATE: 02.09.2025	Brij Raj Gupta	Pooja Jha
	(DIN: 00974969)	(DIN: 10749145)
	Director	Director