డైరెక్టర్ల నివేదిక Bharat Parenterals Ltd.

Your Directors have pleasure in presenting the 33^rd Annual Report of the Company together with the Audited Annual Financial Statements
(Standalone and Consolidated) showing the financial position of the Company prepared in compliance with Ind AS accounting standards, for
the Financial year ended March 31, 2026.

1. FINANCIAL PERFORMANCE:

The Company''s financial performance for the year under review along with previous year''s figures is given here under:

OPERATIONAL PERFORMANCE.Standalone

During the Financial Year ended 31st March, 2026, your Company has achieved on Standalone basis an operational turnover of INR.
24656.71Lakhs as compared to INR. 31868.20 Lakhs in the previous Financial Year and the Loss after Tax is INR. 1601.90 Lakhs as compared to
Profit of INR.2645.36 Lakhs in the previous Financial Year.

Consolidated

On a Consolidated basis, your Company has achieved an operational turnover of INR. 35497.62 Lakhs as compared to INR. 35200.07 Lakhs in
the previous Financial Year and Loss After Tax of INR. (2730.56) as compared to Loss of INR. (4367.53) Lakhs in the previous Financial Year.

2. RESERVES

There is no amount proposed to be transferred to the reserves in consideration of the implementation of expansion and strategic
planning.

3. PUBLIC DEPOSIT

During the year under review, your Company has not accepted any deposits from public or member of the Company under Chapter V
of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. Thus, no amount on account of principal or interest
on deposits from public was outstanding as on March 31, 2026.

4. CHANGES IN SHARE CAPITAL
SHARES:

There was no change in the share capital structure of your Company during the year under review. As on March 31, 2026, the
Authorized Share Capital of your Company stood at Rs. 8,00,00,000/- representing 80,00,000 Equity Shares of face value of Rs. 10/-
each and the paid-up share capital stood at Rs. 6,89,19,630 representing 68,91,963 Equity Shares of face value of Rs.10/- each.

During the year under review, your Company has not issued any shares with differential voting rights or any sweat shares or any shares
under Employees Stock Option Scheme and hence no information for the same has been furnished.

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITYc) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

During the year company has not allotted any Employee Stock option.

5. AWARDS AND RECOGNITIONS

During the period under review, your company was felicitated with an award for exceptional contribution and dedication in the
category of "Manufacturing SME of the Year in the Health & Pharma." Your company was also felicitated with the "Resilent Award by
Southern Gujarat Chamber of Commerce & Industry, in association with the Gujarat Pollution Control Board (GPCB), in the month of
June 2025.

6. DIVIDEND:

The Board has recommended payment of final dividend of Rs. 1.00 (Rupees One Only) per Equity Share of Rs. 10/- each (fully paid-up)
for the financial year ended March 31, 2026. The Dividend amount is payable after declaration by the Shareholders at the ensuing
Annual General Meeting (AGM).

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders
at the applicable rates. For details, shareholders are requested to refer to the Notice of Annual General Meeting.

The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy, which is available on the website of the
company at https://www.bplindia.in/investor-stock-information.html

A) Unpaid/Unclaimed Dividend.

The details of total amount lying in the Unpaid Dividend Account of the company as on March 31, 2026 are as under:

The Statement containing the names, last known addresses, amount of dividend to be paid to the members, due date of transfer
to the fund and the details of Nodal Officer as per IEPF Rules are available on the website of the company at
https://www.bplindia.in/investor-stock-information.html

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

B) Transfer of unclaimed dividend to Investor Education and Protection Fund.

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.

7. CHANGE IN CONTROL AND NATURE OF BUSINESS

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

8. BUSINESS TRANSFER

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

9. FINANCIAL PERFORMANCE AND OPERATION''S REVIEW:

During the year under review, the company generated Gross Income of INR. 24,656.71 lakhs, earned Gross Profit of INR. 2,184.27
lakhs and Net Profit of INR. 1601.90 lakhs as against Gross Income of Rs. 31,868.20 lakhs, earned Gross Profit of Rs. 3631.52 lakhs and
Net Profit of Rs. 2645.36 lakhs of previous year.

10. STATE OF COMPANY''S AFFAIRS:

During the Year under review, the turnover of the company has been decline by 23% and EBITDA to Revenue from operations
percentage for Financial Year ended on 31st March, 2026 is 9%.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT:

• During the Year your Company has acquired 2,55,00,000 No of Equity shares of Rs. 10.00/-per share of face value of Rs. 10/-
Through Right Issue of Varenyam Biolifesciences Private Limited a Wholly owned Subsidiary of the Company.

12. MANAGEMENT BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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 33rd 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 33^rd Annual General Meeting. The Board recommends re-appointment / appointment of the above Director.

KEY MANAGERIAL PERSONNEL ("KMP")

As on 31 March 2026, 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:-

13. CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNEL DURING THE YEAR:

During the year under review, no change in Change in directors / key managerial personnel during the period under review.

14. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as on March 31, 2026 is available
on the website of the company at https://www.bplindia.in/investor-annual-returns.html

15. COMMITTEES OF THE BOARD

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 March 31, 2026, the Board has constituted the following committees / sub¬
committees.

Statutory 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.

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

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.

17. DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (HERE IN AFTER REFFERED TO AS( THE ACT) INRESPECT OF
ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE
BENEFIT OF EMPLOYEES:

There were no such instances during the year under review.

18. STRATEGIC ACQUISITIONS/DIVESTMENT.

During the Year your Company has acquired 2,55,00,000 No of Equity shares of Rs. 10.00/-per share of face value of the Varenyam
Biolifesciences Private Limited, A wholly Owned Subsidiary of Bharat Parenterals Limited through Right Issue basis.

19. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

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.

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

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.

21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR)
INITIATIVES:

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 Company''s 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 Company''s 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 it''s 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
Company''s 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 2025-26 are provided in Annexure - 2 to this report.

The Company as per Section 135(4) has adopted the CSR Policy and placed it on the Company''s website:
https://www.bplindia.in/sustainability.html

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

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

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.

23. COMPANY''S POLICY ON NOMINATION AND REMUNERATOIN OF DIRECTORS APPOINTMENT AND PAYMENT OF
REMUNERATION:

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 Company''s website at https://www.bplindia.in/img/investor-
page/Policies%20and%20Code%20of%20Conduct/remuneration%20Policy-1.pdf

We confirm that the remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel complies with the
Company''s 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 5.

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.

24. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Total 10 (Ten) Board Meetings were held during the financial year ended on 31st March, 2026.

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.

25. DIRECTOR RESPOSNSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)( c )OF THE COMPANIES ACT, 2013:

Pursuant to Section 134(3)( c ) and 134(5) of the Companies Act, 2013, in relation to financial statements of the Company for the year
ended 31st March 2026, 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 31st, 2026 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.

26. DECLARATION BY INDEPENDENT DIRECTOR(S):

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 May 12, 2025 and January 30, 2026 to undertake review and performance of
all the directors of the company and Familiarization Programme was scheduled on May 12, 2025 at being of the Financial year.

27. BOARD AND ITS COMMITTEE EVALUATION:

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).

The terms and conditions of appointment of the Independent Directors are available on the website of the company
https://www.bplindia.in/img/investor-page/4/Terms%20&%20Conditions,%20Appointment%20of%20IDs.pdf

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.

28. SUBSIDIARIES, ASSOCIATE COMPANY AND JOINT VENTURE:

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, 2026.

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".

Further, pursuant to provisions of Section 136 of the Act, the financial statements, including Consolidated Financial Statements of the
Company along with relevant documents and separate audited accounts in respect of Subsidiaries and Associate, are available on the
website of the Company at https://www.bplindia.in/investor-subsidiary-performance.html

29. DEPOSIT:

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, 2026.

30. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES:

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.

31. PARTICULARS OF CONTRACTS OR RELATED ARRANGEMENTS MADE WITH RELATED PARTIES:

Your Company has formulated a policy on materiality of related party transactions which is available on the website of the company at
https://www.bplindia.in/img/investor-page/Policies%20and%20Code%20of%20Conduct/Determination
%20of%20Materiality%20policies.pdf

All Related Party Transactions that were entered into during the financial year 2025-26 were on an arm''s 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 Company''s 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 30th September, 2025 and 31st March, 2026 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 Company''s website at

https://www.bplindia.in/img/investor-page/Policies%20and%20Code%20of%20Conduct/RPT_Policy.pdf

32. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

Pursuant to amended Regulation 24A of SEBI Listing Regulations, the Board at their meeting held on May 12, 2025 appointed M/s.
Jigar Trivedi & Associates, Company Secretaries in Practice, (Company Secretaries ICSI Membership No. 46488 and COP No. 18483), as
the Secretarial Auditors of your Company for a period of five consecutive financial years from 2025-26 to 2029-30 and the same was
approved by the Members of your Company at the 32nd AGM of your Company held on September 26, 2025.

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.

The Secretarial Audit Report for financial year 2025-26 is annexed to this report as Annexure 4. The observations/remarks, if any of the
Secretarial Auditor in his report for the Financial Year ended March 31, 2026 are self-explanatory and does not require any further
explanation/comments of the Board.

33. STATUTORY AUDITORS:

M/s. Shah Mehta & Bakshi, Chartered Accountants, Vadodara (FRN: 103824W) were appointed as the Statutory Auditor of your
company at the 32nd Annual General Meeting held on September 26, 2025 for a term of five consecutive years and they hold the office
till the conclusion of ensuing 37th Annual General Meeting.

The Statutory Auditor have confirmed that their appointment is within the limits as specified in section 141 of the Companies Act, 2013
and they are not disqualified from continuing as Statutory Auditors of the Company until end of their current tenure. The report of the
Joint Statutory Auditors along with Notes to Accounts forms part of this Annual Report.

The observations/remarks, if any of the Statutory Auditors of the company in their report for the financial year ended March 31, 2026
are self-explanatory and does not require any further explanation/comments of the Board of directors.

34. COST AUDITOR:

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 2025-26 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 2026-27 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
33^rdAnnual General Meeting.

35. INTERNAL AUDITOR:

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 2025-26.
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 re-appointed
of M/s. Dhruvik Parikh & Co., Chartered Accountants, Ahmedabad as the Internal Auditor of your Company for the financial year 2026¬
27 and the Company has also received consent for their re-appointment as the Internal Auditors of the Company to that effect.

36. MAINTENANCE OF COST RECORDS:

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

37. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY
THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

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

38. CHANGE IN NATURE OF BUSINESS IF ANY:

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.

39. WHISTLE BLOWER / VIGIL MECHANISM:

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 Company''s 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 details of the whistle blower policy are provided in the report on Corporate Governance forming part of this report as well as its
weblink are contained in the Corporate Governance Report and website of the Company https://www.bplindia.in/img/investor-
page/Policies%20and%20Code%20of%20Conduct/Whistle-Blower-Policy-1.pdf

40. AUDIT COMMITTEE:

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.

41. DISCLOSURE FOR OBSERVATION OF SECRETARIAL STANDARDS:

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.

42. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the financial year 2025-26 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.

43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented in a separate section, which forms part of this Annual Report.

44. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year no, significant material order has been passed by the Regulators or Tribunals or Courts which would impact the going
concern status of the Company and its future operations.

45. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report as Annexure-5.

46. DISCLOSURE PURSUANT TO SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

At BPL, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, color, gender,
religion, political opinion, national extraction, social origin, sexual orientation or age. At BPL every individual is expected to treat
his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of BPL. The Direct Touch
(Whistle-Blower & Protection Policy). Policy provides a platform to all employees for reporting unethical business practices at
workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes
misconduct with respect to discrimination or sexual harassment

The Company also has in place ''Prevention of Sexual Harassment Policy''. This Anti-Sexual Harassment Policy of the Company is in line
with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All
employees (permanent, contractual, temporary and trainees) are covered under this policy. An Internal Complaints Committee (ICC) is
in place to redress complaints received regarding sexual harassment. There were no complaints before the ICC during the financial
year 2025-26 as borne out by following table.

The company has complied with the provisions of The Maternity Benefit Act, 1961.

47. EARNING CONFERENCE CALLS AND PRESENTATIONS TO INSTITUTIONAL INVESTORS / ANALYSTS:

The Company organizes earnings conference call with analysts and investors after the announcement of half yearly financial results.
The audio recording and transcript of the earnings call are uploaded on the Company''s website as well as filed with the stock exchanges
where the security of the Company is listed. Presentations made to institutional investors and financial analysts are filed with the stock
exchanges and uploaded on the Company''s website.

48. CODE OF CONDUCT:

Your Company has laid down a Code of Conduct ("Code") for all the Board Members and Senior Management Personnel of the
Company. The Code is available on the website of the Company i.e., https://www.bplindia.in/img/investor-page/Policies%20and
%20Code%20of%20Conduct/Code-of-Conduct-for-Board-of-Directors.pdf. All Directors and Senior Management Personnel of the
Company have affirmed compliance with the Company''s Code of Conduct for the financial year ended March 31, 2026.

49. CORPORATE GOVERNANCE:

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.

50. PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM:

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.

51. CYBER SECURITY:

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 Company''s 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

52. PREVENTION OF INSIDER TRADING AND CODE OF CONDUCT FOR FAIR DISCLOSURE:

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 company''s 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.

53. BUSINESS RESPONSIBILITY REPORT:

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 31st March, 2026. Therefore, there is no requirement to submit a separate
report by the company.

54. DETAILS OF FRAUDS: -

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.

55. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

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.

56. THE 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 ALONG WITH THE REASONS
THEREOF: -

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.

57. LISTING: -

The Equity shares of the Company continue to remain listed on BSE Limited and. The Company has paid Annual Listing fees BSE within
stipulated time period.

58. CAUTION STATEMENT: -

The statements in the Directors'' Report and the Management Discussion and Analysis Report describing the Company''s objectives,
expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results
may differ materially from those expressed in the statement. Crucial factors that could influence your Company''s operations include
supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in
government policies and tax laws, economic development of the country and other factors that are material to the business operations
of your Company.

59. APPRECIATIONS AND ACKNOWLEDGEMENTS:-

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.

For and on Behalf of Directors

Mr. Bharatkumar R Desai
Chairman & Managing Director
(DIN:00552596)

Place: Vadodara
Date: August 05, 2026

The Directors have pleasure in presenting the 31^st Annual Report of the Company together with the Audited Annual Financial Statements (Standalone and Consolidated) showing the financial position of the Company prepared in compliance with Ind AS accounting standards, for the Financial year ended March 31, 2024.

1. FINANCIAL PERFORMANCE:

The Company’s financial performance for the year under review along with previous year’s figures is given here under:

2. DIVIDEND:

The Board has recommended payment of final dividend of Rs. 1.00 (Rupees One Only) per Equity Share of Rs. 10/- each (fully paid-up) for the financial year ended March 31, 2024. The Dividend amount is payable after declaration by the Shareholders at the ensuing Annual General Meeting (AGM).

3. RESERVES

There is no amount proposed to be transferred to the reserves in consideration of the implementation of expansion and strategic planning.

4. CHANGES IN SHARE CAPITAL SHARES:

During the year under review, the Paid-up Equity Share capital of the company as on April 1^st, 2023 was INR. 5,77,46,660. However, the Company has allotted 45,000 Equity shares under ESOP scheme which result into increase in paid up share capital as on March 31^st, 2024 to INR. 5,81,96,660.

During the year under review, no changes occurred in the Authorized Share capital. The company has not issued shares with differential voting rights sweat equity during the year.

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

The company during the year had granted Employee Stock Option of 45,000 Equity shares allotted to the employees of the company on 12th September, 2023.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 apply as a dividend was declared for the first-time last year by the company. The amount is currently held in the Unclaimed and Unpaid Dividend Account. Once the figure remains unclaimed for seven years, the said fund will be transferred to the Investor Education and Protection Fund (IEPF) account after completion of due procedure.

6. FINANCIAL PERFORMANCE AND OPERATION’S REVIEW:

During the year under review, the company generated Gross Income of INR. 26,611 lakhs, earned Gross Profit of INR. 3,080 lakhs and Net Profit of INR. 2,259 lakhs as against Gross Income of Rs. 23,682 lakhs, earned Gross Profit of Rs. 3,217 lakhs and Net Profit of Rs. 2,434 lakhs of previous year.

7. STATE OF COMPANY’S AFFAIRS:

During the Year under review, the turnover of the company has been increased by 15.20% and EBITDA to Revenue from operations percentage for Financial Year ended on 31^st March, 2024 is 15.89%.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT:

There are no Material changes and commitments, if any, affecting the financial position of the Company which have occurred from the end of the financial year till the date of the Report.

9. MANAGEMENT BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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 31^st 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 31st Annual General Meeting. The Board recommends re-appointment / appointment of the above Director.

KEY MANAGERIAL PERSONNEL (“KMP”)

As on 31 March 2024, 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:-

10. CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNEL DURING THE YEAR:

During the year under review, the Company Secretary of the company has been changed as Mr. Shyam Singh Rajpurohit resigned from the post on 02/ 10/2023, and Ms. Krutika Bhattbhatt has been appointed in place of him as Company Secretary with effect from 02/10/2023.

11. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 and rules made thereunder, the Annual Return of the Company as on March 31, 2023 in Form MGT-7 and for Financial Year ended on 31^st March, 2024 is available on the Company’s website at www.bplindia.in

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

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.

13. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

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.

14. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

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.

15. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS ''CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

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 Company’s 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 Company’s 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 it’s 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 Company’s 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 year are provided in Annexure - 2 to this report.

The Company as per Section 135(4) has adopted the CSR Policy and placed it on the Company’s website: www.bplindia.in

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

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

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.

17. COST AUDIT COMPLIANCE REPORT:

For the year under review, specified operations of your Company were covered under the Companies (Cost Accounting Records) Rules, 2014 for maintenance of cost records. Accordingly, as per provisions of Section 148 of the Companies Act, 2013 such accounts and records are made and maintained.

The Board of Directors of the Company on the recommendation of made by the Audit Committee, has appointed 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 2024-25 on a remuneration not exceeding of Rs.75,000/-.

A resolution seeking members’ ratification of remuneration payable to M/s. CMA Chetan Gandhi, Cost Accountants, Cost Auditor is included at item No. 04 of the Notice convening the AGM and Board recommends the said Resolution.

18. COMPANY’S POLICY ON NOMINATION AND REMUNERATOIN OF DIRECTORS APPOINTMENT AND PAYMENT OF REMUNERATION:

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 Company’s website at https://www.bplindia.in/policies.html

We confirm that the remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel complies with the Company''s 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.

19. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Total 11 (Eleven) Board Meetings were held during the financial year ended on 31st March, 2024.

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.

20. DIRECTOR RESPOSNSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c) OF THE COMPANIES ACT, 2013:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, in relation to financial statements of the Company for the year ended 31st March 2024, the Board of Directors to the best of their knowledge and ability, confirm that:

• In the preparation of the annual accounts for the financial year ended March 31st, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

• 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.

• 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.

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

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

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

21. DECLARATION BY INDEPENDENT DIRECTOR(S):

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 20^th March, 2024 to undertake review and performance of all the directors of the company and

Familiarization Programme was scheduled on 20^th May, 2023 at being of the Financial year.

22. BOARD AND ITS COMMITTEE EVALUATION:

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).

23. SUBSIDIARIES, ASSOCIATE COMPANY AND JOINT VENTURE:

During the year under review, the company has following subsidiaries:

1. Innoxel Lifescineces Private Limited- Subsidiary incorporated on 16^th October, 2020 which is also Material Subsidiary of the company

2. Varenyam Biolifesciences Private Limited incorporated on 28^th June, 2022.

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”.

Further, pursuant to provisions of Section 136 of the Act, the financial statements, including Consolidated Financial Statements of the Company along with relevant documents and separate audited accounts in respect of Subsidiaries and Associate, are available on the website of the Company at www.bplindia.in

24. DEPOSIT:

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, 2024.

DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES:

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.

25. PARTICULARS OF CONTRACTS OR RELATED ARRANGEMENTS MADE WITH RELATED PARTEIS:

All Related Party Transactions that were entered into during the financial year 2023-24 were on an arm’s 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 Company’s 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, 2023 and 31^st March, 2024 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 Company’s website.

26. SECRETARIAL AUDITORS:

The provisions of Secretarial Audit and appointment of Secretarial Auditor as required under section 204(1) of the Companies Act, 2013 read with rule 9(1) of Companies (Appointment and Remuneration) Rules, 2014 are applicable to the Company pursuant to which the Company 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 the financial year 2023-24. The Secretarial Audit report of the company as on 31.03.2024 is annexed herewith as Annexure-4. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remarks.

27. STATUTORY AUDITORS:

M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W), Vadodara, were appointed as Statutory Auditors of the Company to hold office for Second term of 5 years starting w.e.f. 2021-22 so as to hold office up to the 34^th Annual General Meeting of the Company, in terms of the provisions of Section 139 of the Companies Act, 2013

The Auditor’s Report for Financial Year 2023-24 is enclosed with the Financial Statements in this Annual Report and there are no qualifications, reservations, adverse remarks, or disclaimers made by the statutory auditor in their Audit Report.

28. MAINTENANCE OF COST RECORDS

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

29. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

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

30. CHANGE IN NATURE OF BUSINESS IF ANY:

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.

31. WHISTLE BLOWER / VIGIL MECHANISM:

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 Company’s 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 details of the whistle blower policy are provided in the report on Corporate Governance forming part of this report as well as its weblink are contained in the Corporate Governance Report and website of the Company www.bplindia.in.

32. AUDIT COMMITTEE:

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 nonacceptance of any recommendation of the Audit Committee by the Board.

33. DISCLOSURE FOR OBSERVATION OF SECRETARIAL STANDARDS:

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.

34. 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 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.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year no significant material order has been passed by the Regulators or Tribunals or Courts which would impact the going concern status of the Company and its future operations.

36. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report as Annexure-5.

37. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the work place in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the said Act. The policy aims to provide protection to the employees at the work place and prevent and redress complaints of sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during the year:

• No. of complaints received: Nil

• No. of complaints disposed of: Nil

• No. of complaints received: Nil

38. CODE OF CONDUCT

Your Company has laid down a Code of Conduct (“Code”) for all the Board Members and Senior Management Personnel of the Company. The Code is available on the website of the Company i.e., https://www.bplindia.in/policies.html All Directors and Senior Management Personnel of the Company have affirmed compliance with the Company’s Code of Conduct for the financial year ended March 31, 2024.

39. CORPORATE GOVERNANCE:

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.

40. PREVENTION OF INSIDER TRADING AND CODE OF CONDUCT FOR FAIR DISCLOSURE:

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 company’s 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.

41. BUSINESS RESPONSIBILITY REPORT:

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 31st March, 2024. Therefore, there is no requirement to submit a separate report by the company.

42. DETAILS OF FRAUDS: -

The Auditors have not reported any instances of frauds committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

43. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

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.

44. THE 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 ALONG WITH THE REASONS THEREOF: -

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.

45. LISTING: -

The Equity shares of the Company continue to remain listed on BSE Limited and. The annual listing fees for the F.Y. 2024-25 has been paid to the Stock Exchange.

46. ACKNOWLEDGMENT BY THE BOARD OF DIRECTORS:

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.

The Directors have pleasure in presenting the 30^th Annual Report of the Company together with the Audited Annual Financial Statements (Standalone and Consolidated) showing the financial position of the Company prepared in compliance with Ind AS accounting standards, for the Financial year ended March 31, 2023.

1. FINANCIAL PERFORMANCE:

The Company’s financial performance for the year under review along with previous year’s figures is given here under:

2. DIVIDEND:

The Board has recommended payment of final dividend of Rs. 0.75 (Rupees Seventy-Five Paise Only) per Equity Share of Rs. 10/- each (fully paid-up) for the financial year ended March 31, 2023. The Dividend amount is payable after declaration by the Shareholders at the ensuing Annual General Meeting (AGM).

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

4. FINANCIAL PERFORMANCE AND OPERATION’S REVIEW

During the year under review, the company generated gross income of Rs. 23681.98 lakhs, earned gross profit of Rs. 3216.93 lakhs and net profit of Rs. 2433.69 lakhs as against gross income of Rs. 21979.16 lakhs, earned gross profit of Rs. 2836.84 lakhs and net profit of Rs. 2130.36 lakhs of previous year.

5. STATE OF COMPANY’S AFFAIRS:

During the Year under review the turnover of the company has been increased by 7.74% and the Net profit of the company by 14.23%.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT:

There are no Material changes and commitments, if any, affecting the financial position of the Company which have occurred from the end of the financial year till the date of the Report.

7. MANAGEMETN- BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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 30^TH 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 30th AGM.

The Board recommends re-appointment / appointment of the above Director. KEY MANAGERIAL PERSONNEL (“KMP”)

As on 31 March 2023, 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

8. CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNEL DURING THE YEAR:

During the year under review, the Company Secretary of the company has been changed as Ms. Lubhanshi Jhalani resigned from the post on 12/11/2022, and Mr. Shyam Singh Rajpurohit appointed in place of her as Company Secretary with effect from 12/11/2022.

9. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 and rules made thereunder, the Annual Return of the Company as on March 31, 2023 in Form MGT-7 is available on the Company’s website at www.bplindia. in

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

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.

11. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

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.

12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

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.

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

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 Company’s 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 Company’s 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 it’s 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 Company’s 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 year are provided in Annexure - 2 to this report.

The Company as per Section 135(4) has adopted the CSR Policy and placed it on the Company’s website: www.bplindia.in

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

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

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.

15. COST AUDIT COMPLIANCE REPORT:

For the year under review, specified operations of your Company were covered under the Companies (Cost Accounting Records) Rules, 2014 for maintenance of cost records. Accordingly, as per provisions of Section 148 of the Companies Act, 2013 such accounts and records are made and maintained.

The Board of Directors of the Company on the recommendation of made by the Audit Committee, has appointed CMA Chetan Gandhi, Cost Accountant, who are in whole Time Practice as Cost Accountant, having Registration No. 102341as Cost Auditor of the Company to carry out cost audit of Cost record of the Company for the FY 2022-23 on a remuneration not exceeding of Rs.75,000/-.

A resolution seeking members’ ratification of remuneration payable to Ms/ CMA Chetan Gandhi, Cost Accountants, Cost Auditor is included at item No. 04 of the Notice convening the AGM and Board recommends the said Resolution.

16. COMPANY’S POLICY ON NOMINATION AND REMUNERATOIN OF DIRECTORS APPOINTMENT AND PAYMENT OF REMUNERATION:

The Company has constituted nomination and remuneration committee and adopted 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 Company’s website at https:/ /www.bplindia.in/policies.html

We confirm that the remuneration paid to Directors, Key Managerial Personnel and Senior Management Personnel is in accordance with the said policy of the Company.

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 attached to this report as Annexure II.

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.

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Total 08 (Eight) Board Meetings were held during the financial year ended 31st March, 2023.

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

18. DIRECTOR RESPOSNSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c) OF THE COMPANIES ACT, 2013:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, in relation to financial statements of the Company for the year ended 31 March 2023, the Board of Directors to the best of their knowledge and ability, confirm that:

• In the preparation of the annual accounts for the financial year ended March 31, 2023 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

• 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.

• 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.

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

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

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

19. DECLARATION BY INDEPENDENT DIRECTOR(S):

The Company has received necessary declaration from each Independent Director 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.

20. BOARD AND ITS COMMITTEE EVALUATION:

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).

21. SUBSIDIARIES, ASSOCIATE COMPANY AND JOINT VENTURE:

During the year under review, the company has following subsidiaries:

1. Innoxel Lifescineces Private Limited- Subsidiary w.e.f 16^th October, 2020

2. Varenyam Biolifesciences Private Limited w.e.f. 28^th June, 2022.

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”.

Further, pursuant to provisions of Section 136 of the Act, the financial statements, including Consolidated Financial Statements of the Company along

with relevant documents and separate audited accounts in respect of Subsidiaries and Associate, are available on the website of the Company at www.bplindia.in

Your Company’s policy on material subsidiary is also available on the website at https: / /www.bplindia.in/policies.html

22. DEPOSIT:

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, 2023.

DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES:

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.

23. PARTICULARS OF CONTRACTS OR RELATED ARRANGEMENTS MADE WITH RELATED PARTEIS:

All Related Party Transactions that were entered into during the financial year 2022-23 were on an arm’s 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 Company’s 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, 2022 and 31^st March, 2023 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 Company’s website.

24. SECRETARIAL AUDITORS:

The provisions of Secretarial Audit and appointment of Secretarial Auditor as required under section 204(1) of the Companies Act, 2013 read with rule 9(1) of Companies (Appointment and Remuneration) Rules, 2014 are applicable to the Company pursuant to which the Company 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 the financial year 2022-23. The Secretarial Audit report of the company as on 31.03.2023 is annexed herewith as Annexure-4. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remarks.

25. STATUTORY AUDITORS:

M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W), Vadodara, were appointed as Statutory Auditors of the Company to hold office for Second term of 5 years starting w.e.f. 2021-22 so as to hold office upto the 34^th Annual General Meeting of the Company, in terms of the provisions of Section 139 of the Companies Act, 2013

The Auditor’s Report for Financial Year 2022-23 is enclosed with the Financial Statements in this Annual Report and there are no qualifications, reservations, adverse remarks, or disclaimers made by the statutory auditor in their Audit Report.

MAINTENANCE OF COST RECORDS

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

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

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

27. CHANGE IN NATURE OF BUSINESS IF ANY:

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.

28. WHISTLE BLOWER / VIGIL MECHANISM:

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 Company’s 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 details of the whistle blower policy are provided in the report on Corporate Governance forming part of this report as well as its weblink are contained in the Corporate Governance Report and website of the Company www.bplindia.in.

29. AUDIT COMMITTEE:

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.

30. DISCLOSURE FOR OBSERVATION OF SECRETARIAL STANDARDS:

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.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the financial year 2022-23 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.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year no significant material order has been passed by the Regulators or Tribunals or Courts which would impact the going concern status of the Company and its future operations.

33. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report as Annexure-5.

34. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the work place in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the said Act. The policy aims to provide protection to the employees at the work place and prevent and redress complaints of sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during the year:

• No. of complaints received: Nil

• No. of complaints disposed of: Nil

• No. of complaints received: Nil

35. CODE OF CONDUCT

Your Company has laid down a Code of Conduct (“Code”) for all the Board Members and Senior Management Personnel of the Company. The Code is available on the website of the Company i.e., https: / /www.bplindia.in/policies.html All Directors and Senior Management Personnel of the Company have affirmed compliance with the Company’s Code of Conduct for the financial year ended March 31, 2022.

36. CORPORATE GOVERNANCE:

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.

37. SHARE CAPITAL:

The paid-up equity share capital of the company as on March 31, 2023 was Rs. 5,77,46,660.

SHARES:a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

38. PREVENTION OF INSIDER TRADING AND CODE OF CONDUCT FOR FAIR DISCLOSURE:

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 company’s 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.

39. TRANSFER TO RESERVES:

The Company does not propose to transfer any sum to the General Reserve of the Company.

40. BUSINESS RESPONSIBILITY REPORT:

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 31st March, 2023. Therefore, there is no requirement to submit a separate report by the company.

41. DETAILS OF FRAUDS: -

The Auditors have not reported any instances of frauds committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

42. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

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.

43. THE 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 ALONG WITH THE REASONS THEREOF: -

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.

44. LISTING: -

The Equity shares of the Company continue to remain listed on BSE Limited and. The annual listing fees for the F.Y. 2023-24 has been paid to the Stock Exchange.

45. ACKNOWLEDGMENT BY THE BOARD OF DIRECTORS:

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.

The Directors have pleasure in presenting the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2018.

1. FINANCIAL RESULTS:

The Company''s financial performance for the year under review along with previous year''s figures is given here under

(Rs. in lakhs )

2. DIVIDEND

No Dividend was declared for the current financial year due to future expansion planning.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

4. FINANCIAL PERFORMANCE AND OPERATION''S REVIEW

During the year under review, the company generated gross income of Rs. 14530.28 lakhs, earned gross profit of Rs. 1377.55 lakhs and net profit of Rs.1009.99 lakhs as against gross income of Rs. 12615.44 lakhs, gross profit Rs. 796.49 lakhs and net profit Rs.737.96 lakhs of previous year. As it can be seen, your company has grown by 15.18 % during year 2017-18 and aims for further growth in future.

5. MATERIAL CHANGES BETWEEN THE DATE OF BOARD REPORT AND END OF THE FINANCIAL YEAR:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year to which the report relates and the date of the report.

6. BOARD OF DIRECTORS:

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, Mrs. Hima B. Desai, Whole-time Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered herself for reappointment.

7. ANNUAL RETURN:

The extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith as Annexure - 1.

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

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 - 2.

9. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

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 audit department which carries out audits throughout the year. 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.

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

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 a Risk Management Policy to monitor the risk plans of the Company and ensure its effectiveness. The Audit Committee has additional oversight in the area of financial risks.

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has developed and implemented Corporate Social Responsibility initiatives as the said provisions are applicable to the Company. The Company has carried out various projects such as promotion of healthcare including preventive health care and making available safe drinking water pursuant to rural development projects. The details of CSR expenditures made during the year are provided in Annexure - 3 to this report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, your company has not made any loans, guarantee or investments under Section 186 of the Companies Act, 2013.

13. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

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

14. COST AUDIT COMPLIANCE REPORT:

For the year under review, specified operations of your Company were covered under the Companies (Cost Accounting Records) Rules, 2014 for maintenance of cost records. Accordingly, as per provisions of section 148 of the Companies Act, 2013, all such accounts and records are made and maintained. The company has appointed practicing cost accountant to carry out cost audit of the Company.

15. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT AND PAYMENT OF REMUNERATION:

The Company has constituted Nomination and Remuneration Committee and adopted Policy relating to appointment of Directors, payment of managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

07 (Seven) Board Meetings were held during the financial year ended 31st March, 2018.The details of the board meetings held and attendance of each of the directors thereat have been set out in the report on corporate governance.

17. DIRECTOR RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(C) OF THE COMPANIES ACT, 2013:

Your Director wish to inform Members that the Audited Accounts containing financial statements for the financial year 2017-18 are in full conformity with the requirements of the Companies Act, 2013. They believe that the financial statement reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company''s financial condition and results of operations.

Your Directors further confirm that:

- In the presentation of the annual accounts for the financial year ended March 31, 2018 the applicable accounting standards have been followed.

- The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable, 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 and loss of the Company for that period.

- The directors have 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.

- The directors have prepared the Annual Accounts on a going concern basis.

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

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

18. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY:

The Company has received necessary declaration from each Independent Director 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.

19. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees 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 functioning, constitution, 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.

20. SUBSIDIARIES, ASSOCIATE COMPANY AND JOINT VENTURE:

The Company has one wholly owned subsidiary company, Varenyam Healthcare Private Limited which was incorporated as on 09/07/2016.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- 4 "

21. DEPOSIT:

The Company has neither accepted nor renewed any deposits during the year under review.

22. CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNEL DURING THE YEAR:

During the year under review, Mr. Pankaj Shantilal Shah resigned from his position as Director of the Company and Mr. Shailesh Gabhawala was appointed as Independent Director for a period of Five Years. Besides this, there was no change in the composition of the Board of Directors or the Key Managerial Personnel of the Company.

23. PARTICULARS OF CONTRACTS OR RELATED ARRANGEMENTS:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Policy on Transactions with Related Parties as approved by the Board is uploaded on the Company''s website.

24. SECRETARIAL AUDITORS :

The provisions of secretarial audit and appointment of secretarial auditor as required under section 204(1) of the Companies Act, 2013 read with rule 9(1) of Companies(Appointment and Remuneration) Rules, 2014 are applicable to the company pursuant to which the Company has appointed M/s Jigar Trivedi & Co., Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit report of the company as on 31.03.2018 is annexed herewith for reference.

25. STATUTORY AUDITORS:

M/s. K. K. Parikh & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company for a term of 5 years w.e.f. 01.09.2017. However, M/s. K. K. Parikh & Co. has merged with M/s. CNK & Associates LLP, Chartered Accountants w.e.f. 07.07.2018 and the Partners of M/s. K. K. Parikh & Co. have been admitted as the partners of M/s. CNK & Associates LLP. As a result, M/s. CNK & Associates LLP, Chartered Accountants are recommended to be appointed as Statutory Auditors of the Company to hold office for the remaining term (subject to ratification of the appointment by the members at the Annual General Meeting) in terms of the provisions of Section 139 of the Companies Act, 2013.

26. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of the company during the year under review.

27. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The provisions of Section 177 & 178 of the Companies Act, 2013 are applicable to the company and the Company has formed Audit Committee pursuant to the said provisions. Further, the Company has adopted a whistle blower policy to provide a formal mechanism to the Directors and employees to report their concerns about the unethical behavior, actual or suspected fraud or violation of the Company''s 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.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant material order has been passed by the Regulators or Tribunals or Courts which would impact the going concern status of the Company and its future operations.

29. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report as Annexure. However, as permitted in terms of Section 136 of the Act, this Annual Report is being sent to all the members and others entitled thereto, excluding the said annexure. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by members at the Registered Office of the Company, 21 days before the ensuing Annual General Meeting and upto the date of Annual General Meeting during business hours on working days.

30. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the work place in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the said Act. The policy aims to provide protection to the employees at the work place and prevent and redress complaints of sexual harassment. The Company has not received any complaint of sexual harassment during the financial year under review.

31. CORPORATE GOVERNANCE:

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. The Corporate Governance Report, presented in a separate section, forms an integral part of this Annual Report.

32. ACKNOWLEDGMENT BY THE BOARD OF DIRECTORS:

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.

For and on behalf of the Board of Directors

Date :14/08/2018

Place : Vadodara Chairman

The Directors have pleasure in presenting the Annual Report together with Audited Statement of Accounts for the year ended on 31st March 2002.

FINANCIAL RESULTS

The following are the summarised financial results of the company

PARTICULARS

(Rs in Lacs) For the Period For the Period

Ended on Ended on 31.03.2002 31.03.2001

Sales and other Income 720.84 453.02

Profit/Loss Before Taxation (-)15.01 (-)25.64

Depriciation 36.11 52.47

Net Loss (-)12.98 (-)25.64

Net Loss C/o to B/s 306.63 292.64

PERFORMANCE

Due to the severe strain on the economy and over all recession all the industries are passing through critical period. The Company has been facing acute shortage of working capital which has resulted into loss of Rs. 12.98 lacs. However your Directors have constantly been trying to improve its financial position and their efforts are reflecting through the increase in turnover. Your directors are hopeful of better outcome of their efforts in the current year.

Your company has exported medicines worth Rs. 146.00 Lacs Directly and Rs. 37.11 lacs through merchant exporters.

DIRECTORS

Shri Jagdishbhai Shah, Shri Vipulbhai Cheda and Shri Hasmukhbhai Patel retire by rotation but being eligible offer themselves for reappointment. Shri S. N. Adalja resigned from the directorship of the company due to his personal reason. The Board of Directors of the company appreciated the valuable services rendered by him Shri Pravin M Joshi has been appointed on 3rd December 2001 as director in the casual vacancy caused due to resignation of Shri S. N. Adalja.

DIVIDEND

Your Directors have not recommended any payment of Dividend on equity shares of the Company due to the losses.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public, during the year under review.

EMPLOYEES

There was no employee of the company who was in receipt of remuneration exceeding Rs. 1200000.00 per annum of Rs. 240000.00 per month if employed for whole or part of the year.

AUDITORS REMARK

The remarks of Auditors in their report are self explanatory and do not require any explanation by the directors.

DIRECTORS RESPONSIBILITY STATEMENT.

Your Directors further report that:

i) In the preparation of the Annual accounts, the applicable accounting standards have been followed and that there were no material departures;

ii) The accounting policies selected by them have been applied consistently, judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view

of the state of affairs of the company as at 31st March 2002 and of the profit/Loss of the company for the period ended on 31st March 2002.

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

iv) The annual accounts have been prepared on a going concern basis.

LISTING

The Listing fees for the year 2001-2002 have been paid to BSE, ASE and VSE where the shares of the company are lister.

AUDITORS

M/s. A. C. Shah & Co., Chartered Accountants, retire as Auditors of the company And have given their consent for re-appointment. The members are requested to appoint the Auditors for the financial year 2002-2003.

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

The prescribed details as required under section 217(1)(e) of the companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 are set out in the Annexure "A"

INDUSTRIAL RELATIONS

The relations between the employees and the management have remained cordial through out the year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation to Bankers and Investors, companys distributors and consumers and the devoted services given by the employees who have largely contributed to the efficient management of the company.

By order of the Board

REGISTERED OFFICE

VILLAGE: HARIPURA, Sd/- TA.SAVLI,DIST. VADODARA (Dr. Dahyabhai J Patel) Date: 31.05.2002. (Chairman)

Your directors have pleasure in presenting the 3rd Annual Report together with the Audited Statements of Accounts for the year ended on 31st March, 1996.

FINANCIAL RESULTS

(Rs. in lacs)

1995-96 1994-95

SALES (inclusive of other income) 548.58 432.64

GROSS PROFIT BEFORE DEPRECIATION AND INTEREST 123.54 72.65

LESS : DEPRECIATION AND INTEREST 90.33 24.79

NET PROFIT/(LOSS) BEFORE TAXATION 23.21 47.86

FINANCE:

The cost of the project having been overrun, the Company has been facing financial crunch but your Directors are hopeful to overcome the crisis in the current year.

OPERATING RESULTS:

During the year under report, the Company has made sales (including other income) of Rs.548.58 as against sales (including other income) of Rs.432.64 for the year ended 31st March, 1995. The Company has made a Net Profit of Rs.23.21 Lacs as against a profit of Rs.47.86 Lacs for the year ended 31st March, 1995. The reduction in net profit is mainly because of larger impact of Depreciation and Financial charges.

DIVIDEND:

Inview of the prevailing financial crunch, your directors do not recommend any dividend on the share capital of the Company.

INDUSTRIAL RELATION:

The industrial relation during the year has been cordial. The Directors take on record note of appreciation of the dedicated services and significant efforts made by officers, staff and workers towards the progress of the Company.

ANNEXTURE - A OF THE DIRECTORS REPORT TO THE SHAREHOLDERS STATEMENT PURSUANT TO PROVISIONS OF SECTION 217(2A) OF THE COMPANIES ACT, 1956.

ANNEXTURE TO THE DIRECTOR'S REPORTS

Information as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Director's Report for the year ended 31st March, 1996.

(1.) CONSERVATION OF ENERGY 1995-96 1994-95

(a.) ENERGY CONSERVATION MEASURES TAKEN NIL NIL

(b.) Additional Investment & Proposals, if any, being implemented for reduction of consumption of energy. NIL NIL

(c.) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods. NIL NIL

(d.) Total Energy Consumption and energy consumption Per unit of production as FORM A given hereunder;

(2) TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT

Company has not entered into any Technical Foreign Collaboration Agreement, However, the Management of the Company is Concentrating its efforts for Research & Development Activities pertaining to its main Products.

(3) FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange earning or outgo during the year under the report.