Your Directors are pleased to present the Thirty Eighth (38th) Annual
Report and the audited financial statements of the Company, for the
financial year ended 31.03.2025

FINANCIAL SUMMARY/ REVIEW OF OPERATIONS/ STATE
OF COMPANY’S AFFAIRS

Following is the analysis of the standalone financial statements of the
Company during the year under review:

Company continues to be engaged in development, manufacturing and
sale of specialty pharmaceutical formulations and bulk drugs with
specific emphasis on branded generics in various therapeutic segments
in India and more than 30 countries worldwide.

During the year under review, Revenue from Operations augmented at
Rs.302.50 cr, Profit before tax stood at Rs.5.73 Cr a 38.49% lower than
the previous year. PAT for the year under review stood at Rs.7.79 Cr.
Exports contributed 60 % of the revenue and 40 % revenue is generated
by domestic sales.

Highlights of Company's performance are covered in detail in the
Management Discussion and Analysis Report (MDA), included in this
Annual Report as required under Schedule V of the SEBI (LODR)
Regulations, 2015.

DIVIDEND

The Board of Directors is pleased to recommend a Dividend of Rs. 1.20
per Equity Share of Rs.10/- each, i.e 12% of the Equity Share Capital of
the Company thereby appropriating an amount of Rs 1.91 Crores
towards Dividend distribution, for the F.Y 2024-25.

UNCLAIMED DIVIDEND

Section 124 of the Companies Act, 2013 read with Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (the Rules) provides that the dividend that has remained
unclaimed or unpaid for a period of seven years is to be transferred to
Investor Education and Protection Fund (IEPF). Further, the Rules
mandate that the shares on which dividend has not been paid or claimed
for seven consecutive years or more shall also be transferred to the IEPF.
During the year under review, the Company has transferred 7,334 Equity
Shares of the shareholders, whose dividend is outstanding for 7

consecutive years and an amount of Rs 2,40,542/- pertaining to the
outstanding/unclaimed dividend amount for the F.Y 2016-17, to the IEPF
account as per the Investor Education and Protection Fund Authority
(Accounting,Audit,Transfer and Refund) Rules, 2016.

Details of the shareholders whose shares and unpaid dividend that was
transferred to the IEPF a/c is updated on Company's website
www.balpharma.com.

Shareholders holding shares in physical form are advised to en-cash their
Dividend on time to avoid transfer of their shares to IEPF account.

TRANSFERTO RESERVE

The Company does not propose to transfer any amount to general
reserves.

SHARE CAPITAL

Rs.15,92,08,720/- comprising of 1,59,20,872 Equity Shares of Rs.10 each
is the Issued and Paid-up Capital of the Company as on 31.03.2025.
During the financial year 2024-25, the Company has the vested 1,16,500
(one Lakh Sixteen Thousand Five Hundred) stock options to the
permanent and eligible employees of the Company under Bal Pharma
Ltd - Employees Stock Option Scheme - 2014, with each option
converted into l(one) Equity Share of Rs.10 (Rupees Ten only) each of
the Company.

During the financial year 2024-25 the Company has not issued any
Equity Shares with differential voting rights, nor issued any sweat Equity
Shares.

FINANCIAL STATEMENTS

The Annual consolidated and standalone financial statements together
with the Auditors Reports' is annexed to this report, for the financial
year ended 31.03.2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of the Company comprise of renowned professionals from
different walks of life. They bring in diversified competencies, domain
knowledge and experience. Right combination of Executive and
Independent Directors draws fine balance of business acumen and
independent judgement on Board's decisions. During the year under
review, none of the Non-Executive Directors had any pecuniary
relationship or transactions with the Company, other than payment of
sitting fees, commission and reimbursement of expenses, if any.

Changes in the Board of Directors:

Board of Director of the Company through a resolution passed by
circulation on 05.05.2025 has appointed Mr. Ravindra Kumar Kothari
(DIN # 03418320) as additional Director of the Company. His
appointment is Regularized by the shareholders Via postal ballot as Non
Executive - Non Independent Director on 01.08.2025.

Mr. Kotian Chittanand Damodar (DIN # 09613054), Whole Time
Director of the Company has resigned from his post on 16.05.2025
citing personal reasons. Board of Directors of the Company has
accepted his resignation with a note of appreciation for the services
rendered by him during his tenure.

Retirement by Rotation:

Mr. Himesh Virupakshya (DIN # 08554422) retires by rotation at the
ensuing AGM and being eligible, has offered himself for reappointment.
The Board recommends for his re-appointment.

Independent Directors:

Independent Directors of the Company have confirmed that they
continue to meet the criteria of independence as laid down under
Section 149(6) of the Act and under the Listing Regulations. They have
registered their names in the Independent Directors data-base and have
passed the proficiency test, if applicable. They have also affirmed
compliance to the Code of Conduct for Independent Directors.

Based on disclosures provided by Independent Directors, none of them
are disqualified/debarred from being appointed as Director under
Section 164 of the Act/SEBI order or any other authority and are
independent from the management.The Board is of the opinion that the
Independent Directors possess requisite qualifications, experience and
expertise in the fields of manufacturing, operations, finance, forex,
people management, strategy, sales & marketing, auditing, banking, risk
management and they hold high standards of integrity. Skill set, expertise
& competencies matrix of all the Directors is provided in the Report on
Corporate Governance forming part of this Annual Report.

Other than what is stated above, there are no changes in the
Composition of the Board or Key Managerial Personnel of the
Company, during the year under review.

AUDITORS AND AUDITORS REPORT

Statutory Auditors:

M/s SSJNB & Co, Chartered Accountants (FRN # 0I3976S) were
appointed as Statutory Auditors of the Company from the conclusion of
35th Annual General Meeting held on 19.09.2022 up to the conclusion
of 40th Annual General Meeting i.e. for a period of 5 years.

There are no observations or remarks on the audited accounts of the
Company by the statutory auditors, for the financial year ended
31.03.2025.

CostAuditors:

As required by the provisions of Section I48 of the Companies Act,
2013, Mr. M. R. Krishnamoorthy, Cost Accountant, Bangalore
(Membership No: 7568) was appointed as the Cost Auditor of the
Company for the financial year 2024-25, to conduct cost audit of the
cost records maintained by the Company.

Cost Audit Report for the FY 2023- 2024 has been filed with the
Ministry of Corporate Affairs on 05.09.2024.

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act,20I3 and rules made
thereunder and in compliance with Regulation 24 A of SEBI (LODR)
Regulations, Mr. Parameshwar G Bhat, Practicing Company Secretary
(CP # 11004) was appointed by the Board of Directors as the Secretarial
Auditor of the Company for the period of five consecutive years i.e.
from F.Y 2025-26 up to 2030-2031.

Secretarial Audit Report for the F.Y 2024-25 in Form MR-3 is annexed to
this report as Annexure -2.

Internal Auditors:

M/s Murugesh & Co, Chartered Accountants (M # 002233S) were
appointed as the Internal Auditors of the Company for the F.Y 2024-25
and the internal audit reports issued by them were periodically reviewed
by the Audit Committee and the Management of the Company is
appraised about the observations of the internal auditor and on
corrective actions, if any, that needs to be taken.

RISK MANAGEMENT

The Risk Management Committee of the Company comprising of the
functional heads of the Company will submit its periodical report to the
Board of Directors on the measures to be taken for mitigation of
potential risk factors that may affect the business of the Company.

The Risk Management Policy implemented by the Company which is
designed to enable risks to be identified, assessed and mitigated
appropriately, is available on the website of the Company
https://www.balpharma.com/fin.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS
ADEQUACY

Your Company has an adequate system of internal controls with clearly
defined authority limits. Internal controls ensure that the Company's
assets are protected against loss from unauthorized use or disposition
and all transactions are authorized, recorded and reported in
conformity with generally accepted accounting principles. These
systems are designed to ensure accuracy and reliability of accounting
data, promotion of operational efficiency and adherence to the
prescribed management principles. These policies are periodically
reviewed to meet business requirements. The Company has in place
adequate internal financial controls with respect to financial statements.

DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134(5) of the Companies
Act, 2013, your Directors wish to confirm:

That in preparing the annual accounts, all the applicable accounting
standards had been followed along with proper explanation relating to
material departures.

That the Directors had selected such accounting policies and applied
them consistently and made judgements 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.

That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for
preventing / detecting fraud and other irregularities.

That the Directors had prepared the annual accounts on a going
concern basis.

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

That the Company had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.

RELATED PARTYTRANSACTIONS (RPTs)

All contracts /arrangements / transactions entered by the Company
during the financial year with related parties were in ordinary course of
business and at arms' length basis and the same were undertaken after
prior omnibus approval of the Audit Committee.

During the year, the Company has not entered into any
contract/arrangement/transaction with the related parties that could be
considered as material, as per the policy of the Company on materiality
of related party transactions.

There were no materially significant related party transactions which
could have potential conflict with the interests of the Company at large.

The Company's policy on the related party transactions as approved
by the Board can be accessed from the website i.e.
https://www.balpharma.com/balpharmacom.fin.

Details of disclosure relating to the related party transactions under
Section 188 of the Companies Act, 2013, form part of the notes to the
financial statements provided in this annual report.

Statement of the related party transactions as approved by the Board,
for the financial year 2024.25 in Form AOC-2 is annexed to this report in
Annexure- 3.

All the RPTs undertaken during the financial year are disclosed in the
notes to the financial statements. For Further Details, your attention is
drawn to the Related Party disclosures set out in the Standalone
Financial Statements.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

During the year under review, the following Companies continued to be
the subsidiaries of Bal Pharma Ltd.A report on the financial performance
of each of the subsidiaries as per Section 129(3) of the Companies Act,
2013 in the prescribed format AOC-1 is provided in Annexure- 4 to the
Board's Rep¹

SECRETARIAL STANDARDS

Secretarial Standards i.e. SS1 & SS2 issued by the Institute of Company
Secretaries of India (ICSI) relating to the Meetings of Board of Directors
and General Meetings, respectively have been duly followed by the
Company.

DECLARATION’S FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence, as
prescribed under Section 149(6) of the Companies Act, 2013.

The Independent Directors have also confirmed under Regulation 16(b)
of SEBI (LODR) Regulations, 2015 that they are not Non-Independent
Director of another Company on the Board of which any non¬
independent Director of the listed entity is an independent Director.

The Company has devised a policy for familiarization of Independent
Directors on their roles, rights, responsibilities with the Company and
the said policy is available on the Company's website
www.balpharma.com.

BOARD EVALUATION

The Company has devised a policy for performance evaluation of the
Board, Committees and Individual Directors. The evaluation process
among others considers attendance of Directors at the Board and
Committee Meetings, acquaintance with business, communication
within the Board members, effective participation, domain knowledge,
compliance with the internal code of conduct, vision and strategy.

The Company has also in place a Policy for Nomination and
Remuneration of KMPs, Senior Management personnel and Directors of
the Company, which is in compliance with Section 178 of the Companies
Act, 2013. Policy guiding the nomination and remuneration of the
Directors and KMP's can be accessed from the Company's website
https://www.balpharma.com/balpharmacom/pdf/investors/irl/Nominati
on%20and%20Remuneration%20Policy.pdf

The Board carried out annual performance evaluation of itself,
Committees, Individual Directors and Chairman at their Meeting held
on 13/02/2025.

Report on performance evaluation of the individual Directors, and
Committees was reviewed by the Chairman and feedback was given to
the Directors. The Board has expressed satisfaction over the overall
functioning of the Board Members and their Committees, which are in
line with the objectives and goals of the Company.

MEETINGS OF THE BOARD

The intervening gap between two Board Meetings was within the
maximum period prescribed under the Act. The detailed information
regarding Board and Committee meetings held during the year under
review is furnished in the Corporate Governance Report, which is
forming part of this Report as Annexure - 5.

VIGIL MECHANISM

The vigil mechanism of the Company which also incorporates Whistle
Blower Policy as prescribed by SEBI(LODR) Regulations, 2015 includes
compliance task force comprising of senior executives of the Company.

The policy of whistle blower is available on the Company's website. The
policy is reviewed by the Audit Committee from time to time and no
concerns and/or irregularities were reported by the employees till date.
Please access the Company's website https://www.balpharma.com/wbp
to refer to the whistle blower policy of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTFLOW

As per the provisions of Section 134 of the Companies Act, 2013, details
relating to the conservation of energy, technology absorption, foreign
exchanges earnings and outflow are given as Annexure -6 to this report.

CORPORATE GOVERNANCE

The Board of Directors reaffirm their continued commitment to
transparent Corporate Governance & ethical practices.The Company is
committed to maintain highest standard of Corporate Governance and
elevating the same to the best global practices. Report on Corporate
Governance for the year under review, forms part of this report.
A certificate from Mr. Vijaykrishna K.T, Practicing Company Secretary
confirming compliance with Corporate Governance requirements as
stipulated under the Listing Regulations, is annexed and forms part of
this report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEE’S GIVEN OR SECURITY PROVIDED BY THE
COMPANY

The Company makes investments and trade advances to its subsidiaries
for their business purposes. Details of loans, investments and advances
covered under Section 186 of the Companies Act, 2013, form part of the
notes to the financial statements annexed to this report.

DEPOSITS

Your Company has not accepted any deposits from the public falling
within the purview of Section 73 of the Companies Act, 2013 read with
Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount
on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.

Disclosure as per the Companies (Acceptance of Deposits) Second
Amendment Rules, 2015.

The Company has not accepted any unsecured loan from the Directors
of the Company and/or relatives of the Directors, during the year under
consideration.ort and hence not repeated here, for the sake of brevity:

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF THE FINANCIAL YEAR AND UP
TOTHE DATE OFTHIS REPORT.

There have been no material changes or commitments affecting the
financial position of the Company between the end of the financial year
and as on the date of this report.There has been no change in the nature
of business or constitution of the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section I34(3)(a) of the Act, Copy
of the Annual Return as on March 31st, 2025 is available on the
Company's website www.balpharma.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR) *

As per the provisions of Section 135 of the Companies Act, 2013, the
Company has constituted a CSR Committee. As on the date of report,
following is the composition:

1. Mr. H SVenkatesh - Chairman

2. Mr. Shailesh Siroya - Member

3. Mr. Jatish Sheth - Member

The Committee has formulated a Corporate Social Responsibility policy
which recommends the social activities to be undertaken by the
Company, as specified in ScheduleVII of the Companies Act, 20I3.A copy
of the said policy is available on the website i.e
https://www.balpharma.com/balpharmacom/pdf/finance/irl/CSR%20Pol
icy%202022.pdf.

The Committee has recommended CSR budget of Rs I9,00,000
(Rupees Nineteen Lakhs Only) for the financial year 2024-25, as per the
provisions of Section 135 of the Companies Act, 2013.

The allocated CSR budget is spent on the following social welfare
activities during the year.-

The allocated CSR budget is spent on the following social welfare activities during the year.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in
Annexure- 7 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

* Note: The Corporate Social Responsibility Committee has been dissolved by the Board of Directors in its meeting held on 29.05.2025 as per section
135(9) of Companies Act, 2013 as the amount to be spend is below 50 lakhs for the F.Y 2025-26.

HUMAN RESOURCE, HEALTH AND SAFETY

Human Resources are invaluable assets and Company is committed to provide conducive environment that values their contribution and provides them
opportunities to grow. It invests in their training and professional development to equip them with the necessary skills, domain expertise and latest
technology in line with the business strategy. The Company is dedicated to the protection of human health, safety, environment and maintains highest
standards of health and safety in all its plants and facilities.This commitment forms the basis for our EHS management systems and governance.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

There were 986 permanent employees of the Company as of 31 March 2025. The information pursuant to Rule (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as “Annexure-8”. Information pursuant to Rule 5(2) & 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of this report pursuant to Section 136(1) of the Act.
Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the registered office address of the Company.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company continued to be listed on BSE
Limited, and National Stock Exchange of India Limited, and the Company
has paid the annual listing fees for F.Y 2024-25 to the Exchanges.

CEO & CFO CERTIFICATION:

The CEO and CFO of the Company in their submission to the Board
have confirmed that the annual financial statements present a true and
fair view of the Company's affairs and do not omit any material facts,
which may make the statements or figures contained therein either
misleading or false.

INSURANCE COVERAGE

The Management of the Company wishes to confirm that all the
movable, immovable and current assets of the Company are covered
with comprehensive and adequate insurance cover.

CREDIT RATING

The discipline with which the Company conducts its financial
transactions is reflected in the BBB- rating given by the credit rating
agency Acute for the financial year 2024-2025. The Management of the
Company aims at further improving its credit rating during the current
financial year.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.

The Company has in place an anti-sexual harassment policy on lines with
the requirements of the sexual harassment of women at the workplace
(Prevention, Prohibition and Redressal) Act, 2013. All the employees of
the Company either they are permanent, contractual, temporary or
trainees, are covered by the policy.

The following is the summary of the Complaints regarding sexual
harassment, received and redressed during the financial year 2024-25.

Number of Complaints received during the year : Nil

Number of Complaints resolved : NA

Number of Complaints pending at the end of the year : NA

REVISION OF FINANCIAL STATEMENT ORTHE REPORT:

As per the Secretarial Standards-4 in case the Company has revised its
financial statement or the Report in respect of any of the three
preceding financial years either voluntarily or pursuant to the order of a
judicial authority, the detailed reasons for such revision shall be disclosed
in the Report of the year as well as in the Report of the relevant financial
year in which such revision is made.

There is no revision of Financial Statement of the Company that took
place in any of the three preceding financial years, under consideration.

GENERAL INFORMATION:

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

• Transfer to Reserves; • Deposits accepted by the Company; • Issue of
equity shares with differential rights as to dividend, voting or otherwise; •
Provision of money for the purchase of its own shares by employees or
by trustee for the benefit of employees * Revision in the financial
statements; • Change in the nature of company's business; • Transfer of
any amount to reserves; • Suspension of Company's securities; • Failure
to implement Corporate Action * One-time settlement; • Material
changes and commitments affecting financial position of the Company
between the end of the financial year and the date of this report; •
Significant or material orders passed by the Regulators or Courts or
Tribunals which could impact the going concern status of the Company
and its future operations; • Application or proceedings made under the
Indian Bankruptcy Code, 2016.

APPRECIATION:

Your directors place on record earnest appreciation for the
contribution made by each and every employee of the Company during
the year under review. Company's consistent growth was made possible
by their hard work, solidarity, cooperation and dedication.The Directors
also wish to express their gratitude to the Investors for the confidence
and faith that they continued to repose in the Company. Board takes this
opportunity to thank all shareholders, analysts, business partners,
government and regulatory authorities, financial institutions, banks,
distributors, suppliers, business associates, medical professionals and
customers for their continued guidance, encouragement and support.

For and on behalf of Board of Directors
Bal Pharma Limited

Place: Bengaluru H i mes h V i r u p a ks hya Shailesh Siroya

D_at_e: 29th M_ay, 2025 Whole-Time Director Managing Director

DIN: 08554422 DIN: 00048109

1

Golden Drugs Private Limited was amalgamated with Bal Pharma
Limited Vide Hon'ble NCLT Bengaluru bench order # CP.(CAA)
No.13/BB/2024 Dated 26.03.2025.