Your Directors are pleased to present the Thirty-Nineth (39th) Annual Report and the audited financial statements of the Company, for the financial year
ended 31.03.2026

HIGHLIGHTS OF FINANCIAL PERFORMANCE

Note: Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year’s classification/disclosure.

STATE OF COMPANY’S AFFAIRS:

Financial Statements: The Company has complied with the applicable
provisions of the Companies Act, 2013 (the Act) and the Securities and
Exchange Board of India (Listing Obligations & Disclosure
Requirements), Regulations, 2015 (‘the Listing Regulations') in
preparation of Standalone and Consolidated financial statements. The
audited consolidated Balance Sheet as at 31st March, 2026, consolidated
statement of Profit and Loss for the year ended as on that date together
with the Notes and Reports of Auditors along with the Cash flow
Statement, Management Discussion and Analysis Report forms part of
the Annual Report.The financial figures have been regrouped, wherever
required, in line with disclosure requirements under Schedule III of the
Act.

a. Standalone:

During the financial year under review, the Company recorded a total
income of Rs. 31,279.99 lakhs as against Rs. 30,464.57 lakhs in the
previous financial year, reflecting a steady growth in income. Total
expenses for the year stood at Rs. 30,643.48 lakhs, compared to
Rs. 29,891.34 lakhs in the previous year.

The Company reported a net profit of Rs. 675.12 lakhs for the financial
year 2025-26 as against Rs. 779.95 lakhs in the previous financial year.
While the Company achieved growth in its total income, the marginal
decline in net profit was primarily attributable to the increase in
operating and other expenses during the year.

b. Consolidated:

On a consolidated basis, the Company recorded a total income of Rs.
31,358.91 lakhs during the financial year 2025-26 as compared to Rs.
30,528.62 lakhs in the previous financial year.Total expenses stood at Rs.
30,765.52 lakhs, as against Rs. 30,014.88 lakhs in the previous year. The
consolidated net profit for the year amounted to Rs. 632.01 lakhs,
compared to Rs. 723.67 lakhs in the previous financial year.

Brief Summary :

During the year under review, the Company's Revenue from Operations
increased by approximately 2.6 % over the previous year, with Profit
Before Tax (PBT) amounting to Rs. 636.51 lakhs. The Profit After Tax
(PAT) stood at Rs. 675.12 lakhs, which was marginally lower than the
previous year's level.

The Company continued to maintain a healthy revenue mix, with
exports contributing approximately 60% of the total revenue, while
domestic sales accounted for the remaining 40%, reflecting the
Company's strong presence in both international and domestic markets.
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 ScheduleV of the Listing Regulations.

EPSa. Standalone:

The Basic Earnings per Share has decreased from Rs. 4.89 of previous
year to Rs. 4.51 in the current year 2025-26.

b. Consolidated:

The Basic Earnings per Share has decreased from Rs. 4.56 of previous
year to Rs. 3.95 in the current year 2025-26.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the Financial
Statements for the year ended March 31,2026 have been prepared in
accordance with the Ind AS, notified under Section 133 of the
Companies Act, 2013 read with The Companies (Accounts) Rules, 2014,
as amended from time to time. The estimates and judgments relating to
the Financial Statements are made on a prudent basis, so as to give a true
and fair view of the state of affairs and profits and cash flows of your
Company for the year ended March 31,2026.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Listing Regulations and Section 129 of the
Act read with Schedule III to the Act, the Consolidated Financial
Statements of your Company for the financial year ended March 31,
2026 have been prepared in accordance with the relevant Ind AS issued
by the Institute of Chartered Accountants of India and on the basis of the
audited financial statements of your Company and the last Audited
Financial Statements of your Company's subsidiaries as approved by
their respective Board of Directors.

NATURE OF BUSINESS

The 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.

CHANGE INTHE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of
business.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE
REGULATORS/ COURTS:

During the year under review, there were no significant or material
orders passed by the Regulators or Courts or Tribunals against the
Company, impacting the Company's operations in future.

SIGNIFICANT EVENTS/ACTIONS, HAVING A MAJOR
BEARING ONTHE COMPANY’S AFFAIRS:

There are no significant events/actions during the year that may have a
major bearing on the Company's affairs.

DIVIDEND

The Board of Directors is pleased to recommend a dividend of Rs. 1.20
per equity share of face value Rs. 10/- each (i.e., 12%), for the financial
year ended March 31,2026. The proposed dividend, if approved by the
Members at the ensuing Annual General Meeting, will involve an outflow
of approximately Rs. 1.91 crores towards dividend distribution
(excluding applicable taxes).

Dividend Distribution Policy

The provisions relating to formulation of a Dividend Distribution Policy
under Regulation 43A of the Listing Regulations are not applicable to the
Company. Accordingly, the Company has not formulated a Dividend
Distribution Policy.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO
THE INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to the provisions of Section 124 of the Companies Act, 2013
read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as amended ("IEPF
Rules"), any dividend remaining unpaid or unclaimed for a period of
seven years is required to be transferred to the IEPF. Further, all equity
shares in respect of which dividend has remained unclaimed for seven
consecutive years are also required to be transferred to the demat
account of the IEPF Authority.

During the year under review, the Company transferred 10,915 equity
shares (having an aggregate nominal value of Rs. 1,09,150/-) to the demat
account of the IEPF Authority in respect of shareholders whose
dividends had remained unclaimed in accordance with the said
provisions. The Company also transferred an amount of Rs. 2,01,842.00
pertaining to the unpaid/unclaimed dividend for the Financial Year 2017¬
18 to the IEPF, in accordance with the applicable provisions of the Act
and the IEPF Rules.

Further, the dividend declared for the Financial Year 2024-25 at the 38th
Annual General Meeting held on September 25, 2025, in respect of
1,30,124 equity shares already held by the IEPF Authority, amounting to
'. 1,56,148.80, was remitted to the IEPF Authority during the year under
review, in accordance with the applicable provisions of the Act and the
IEPF Rules.

The details of the shareholders whose unpaid dividend and
corresponding equity shares have been transferred to the IEPF
Authority are available on the Company's website at
www.balpharma.com

Shareholders holding shares in physical form are advised to encash their
dividend warrants promptly and claim their dividends within the
prescribed period to avoid transfer of the unpaid dividend and the
corresponding shares to the IEPF Authority in accordance with the
provisions of the Act and the IEPF Rules.

TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amounts to
the general reserves.

SHARE CAPITAL AND DEBENTURES

Pursuant to the Scheme of Amalgamation of Golden Drugs Private
Limited ("Transferor Company") with Bal Pharma Limited ("Transferee
Company"), sanctioned by the Hon'ble National Company Law Tribunal,
Bengaluru Bench, vide Order in C.P. (CAA) No. 13/BB/2024 dated 26th
March, 2025, under Sections 230 to 232 and other applicable provisions
of the Companies Act, 2013, the Authorised Share Capital of the
Company stands revised in accordance with the approved Scheme.

Prior to the amalgamation, the Authorised Share Capital of the
Company was '.20,00,00,000 (Rupees Twenty Crores only) divided into

2,00,00,000 (Two crores only) equity shares of '. 10/- (Rupees Ten only)
each. The Authorised Share Capital of the Transferor Company was

'.4,50,00,000 (Rupees Four Crores Fifty Lakhs only) divided into

45,00,000 (Forty-five lakhs only) equity shares of '. 10/- (Rupees Ten
only) each.

Consequent upon the Scheme becoming effective, the Authorised Share
Capital of the Company stands revised to '.24,50,00,000 (Rupees
Twenty-Four Crores Fifty Lakhs only) divided into 2,45,00,000 (Two
crore forty-five lakhs only) equity shares of '. 10/- (Rupees Ten only)
each, in accordance with the terms of the Scheme sanctioned by the
Hon'ble NCLT.

During the Financial Year 2025-26, your Company did not affect any
change in Paid up Share Capital and paid up Equity Share Capital of the
Company stood at '.. 15,92,08,720/- (Fifteen crores ninety-two lakhs
eight thousand seven hundred and twenty only) comprising of
'.1,59,20,872 (One crore fifty-nine lakhs twenty thousand eight
hundred and seventy-two only) Equity Shares of Rs.10 (Rupees Ten only)
each.

During the financial year 2025-26 the Company has not issued any
Equity Shares with differential voting rights, nor issued any sweat Equity
Shares.

During the year under review, your Company did not issue any
Debentures.

Event subsequent to financial year-end

The Board of Directors, at its meeting held on 27th May, 2026, approved
the issuance of 10,00,000 (Ten Lakh) fully convertible warrants on a
preferential basis to Mr. Shailesh Siroya, Promoter of the Company, at an
issue price determined in accordance with the applicable provisions of
the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018. Each warrant shall be convertible into one equity share of face
value '. 10/- each, subject to the terms and conditions governing the
issue.

The Board also approved seeking the approval of the Members of the
Company by way of a Special Resolution through Postal Ballot for the
proposed preferential issue of warrants.The issue is subject to receipt of
the requisite statutory and regulatory approvals, including the approval
of the shareholders and the Stock Exchanges, as applicable.

DEPOSITS

Your Company has not accepted any deposits from the public falling
within the purview of Section 73 of the Act 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 are as under:

The total amount of fixed deposits (excluding interest on Cumulative
Deposits) from public, outstanding and unclaimed as at 31st March, 2026,
was NIL.

The Company has not accepted any fresh deposits as per the provisions
of Section 73 of the Act during the current financial year.

The Company has not accepted any unsecured loan(s) from the Directors of the Company and/or relatives of the Directors,
during the year under consideration.

AMENDMENT OF MOA AND AOA

During the financial year under review, there were no amendments
made to the Memorandum of Association ("MOA") and/or the Articles
of Association ("AOA") of the Company.

However, pursuant to the Scheme of Amalgamation of Golden Drugs
Private Limited with the Company, as sanctioned by the Hon'ble
National Company Law Tribunal, Bengaluru Bench, vide Order in C.P
(CAA) No. 13/BB/2024 dated 26th March, 2025, the Authorized Share
Capital of the Company stood revised in accordance with Section
232(3)(i) of the Companies Act, 2013. Upon payment of the applicable
stamp duty, the Capital Clause (Clause V) of the Memorandum of
Association was deemed to have been amended without requiring any
separate approval of the shareholders.

Accordingly, Clause V of the Memorandum of Association now reads as
follows:

05th The Authorized Share Capital of Company of the Company is Rs.

24.50.00. 000 (Rupees Twenty-Four Crores Fifty Lakhs only) divided into

2.45.00. 000 (Two Crore Forty Five Lakhs only) equity shares of Rs. 10/-
(Rupees Ten Only) each with power to increase or decrease or reclassify
and to very, modify or abrogate any such rights , privileges or condition in
such manner as provided by resolution of the company. (Amended vide
Special Resolution passed by the members on 23.09.2019).

BOARD MEETINGS

The Board of Directors of the Company met Six (6) times during the
year under review. The details of these Board Meetings are provided in
the Report on Corporate Governance forming part of the Annual
Report. The necessary quorum was present for all the meetings. The
maximum interval between any two meetings did not exceed 120 days.

COMMITTEES OF THE BOARD

The details of composition, and meetings of the Committees of the
Board held during the year are given in the Report on Corporate
Governance forming part of the Annual Report

BOARD DIVERSITY:

Your Company believes that a diversified board will bring differences in
thought, perspective, knowledge, skill, regional and industry experience,
cultural and geographical backgrounds, age, ethnicity, race and gender
that will help us retain our competitive advantage and as a collective is
equipped to guide the business and strategy of the Company.

At present, your Company has an appropriate mix of Executive, Non¬
Executive, women and Independent Directors to maintain the
independence of the Board, and separate its functions of governance
and management. Also, one of the Independent Directors on the Board
of the Company is a woman Director.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Board of Directors of your Company
comprised of Six Directors, viz., Two Executive Directors, One Non¬
Executive director and Three Independent Directors including one-
woman Independent Director. The Composition of the Board of
Directors is in compliance with the applicable provisions of the Act and
the Listing Regulations.

Board of the Company comprises 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 and KMP:

Appointment of Whole Time Director

Mr. Ravindra Kumar Kothari (DIN: 03418320) was appointed by the
Board of Directors as an Additional Director of the Company with
effect from 05th May, 2025, based on the recommendation of the
Nomination and Remuneration Committee.

Subsequently, the Members of the Company, by way of a Special
Resolution passed through Postal Ballot July 25, 2025 approved his
appointment as a Non-Executive, Non-Independent Director of the
Company for a term of five (5) consecutive years upto 30th July 2030.

Resignation of WholeTime Director

Mr. Kotian Chittanand Damodar (DIN: 09613054), Whole-time
Director of the Company, resigned from the office of Director with
effect from 16th May, 2025, due to personal reasons.

The Board accepted his resignation and placed on record its sincere
appreciation for the valuable contributions and dedicated services
rendered by him during his tenure with the Company.

Appointment of Independent Director

Dr. Mukesh Beekamchand (DIN: 11295580) was appointed by the Board
of Directors as an Additional Director of the Company with effect from
13th November, 2025, based on the recommendation of the
Nomination and Remuneration Committee.

Subsequently, the Members of the Company, by way of a Special
Resolution passed through Postal Ballot on 07th February, 2026,
approved his appointment as a Non-Executive, Independent Director
of the Company for a term of five (5) consecutive years commencing
from 07th February, 2026 and ending on 06th February, 2031.

Re-appointment of Independent Director

Based on the recommendation of the Nomination and Remuneration
Committee and the approval of the Board of Directors, the Members of
the Company, at the 38th Annual General Meeting held on 25th
September, 2025, approved the re-appointment of Mr. Jatish Sheth (DIN:
00581963) as an Independent Director of the Company for a second
and final term of five (5) consecutive years, commencing from 28th
December, 2025 and ending on 27th December, 2030, in accordance
with the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Jatish Sheth was initially appointed as an Independent Director by
the Members at the 34th Annual General Meeting held on 24th
September, 2021, for a first term ending on 27th December, 2025.

Completion of tenure

Mr. H. S. Venkatesh (DIN: 01776040), Independent Director of the
Company, ceased to be a Director with effect from 30th September,
2025, upon completion of term as an Independent Director. The Board
places on record its deep appreciation and gratitude for his invaluable

guidance, leadership, and significant contributions during his tenure on
the Board.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Ravindra
Kumar Kothari (DIN: 03418320), Director of the Company, retires by
rotation at the ensuing Annual General Meeting ("AGM") and, being
eligible, has offered himself for re-appointment. Based on the
recommendation of the Nomination and Remuneration Committee,
the Board of Directors has recommended his re-appointment for the
approval of the Members at the ensuing AGM.

Mr. Himesh Virupakshya (DIN: 08554422), Director of the Company,
retired by rotation at the previous Annual General Meeting and was re¬
appointed by the Members.

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

Event Subsequent to year-end

Mr. Abdul Basith (M.No. A70640), Company Secretary & Compliance
Officer of the Company has tendered his resignation vide his letter
dated 2nd March, 2026 and the same has been accepted w.e.f. 11th May,
2026. Mr. Abdul Basith was relieved from the services of the Company
w.e.f., close of business hours on Monday, 11th May, 2026.

Mr. Shreepada ML (M. No. A66681), was appointed as Company
Secretary and Compliance Officer of the Company pursuant to the
approval of the Board of Directors at its meeting held on 27th May 2026
to take the charge and commence his duties as the Company Secretary
and Compliance Officer (Key Managerial Personnel) of the Company
with effect from 23rd June 2026.

The Composition of the Board and the Committees along with the
meeting attendance details are provided in the Report on Corporate
Governance.

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.

This policy on the nomination and remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel has been
formulated by the Nomination & Remuneration Committee and
approved by the Board of Directors of the Company. The policy is
guided by the principles and objectives as enumerated under the
provisions of the Companies Act, 2013 and the Listing Regulations, to
ensure reasonableness and sufficiency of remuneration to attract, retain
and motivate competent resources, a clear relationship of
remuneration to performance and a balance between rewarding short
and long-term performance of the Company. A copy of the policy is
uploaded on the Company's website.

The Board carried out annual performance evaluation of itself,
Committees, individual Directors and Chairman at their Meeting held
on 11th February 2026.

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.

DECLARATION OF 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.

Familiarization Programmes for Independent Directors
The Company imparts familiarization programmes for its Independent
Directors. Objective of these programmes is to familiarize Independent
Directors with the business of the Company, industry, operating model,
risks, opportunities, challenges etc. The various programmes in place in
this regard includes interaction with subject matter experts within the
Company, meetings with our business leaders and functional heads on a
regular basis. The details of familiarization programmes and other
disclosures as specified under the Listing Regulations is available on the
Company's website.

AUDITORS AND AUDITORS REPORTStatutory Auditors:

Messrs. 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 qualifications, reservations or adverse remarks or
disclaimers on the audited standalone and consolidated financial
statements of the Company by the Statutory Auditors, for the financial
year ended 31.03.2026.

Cost Auditors:

Maintenance of Cost Records as prescribed under the provisions of
Section 148 of the Act was applicable for the business activities carried
out by the Company.The Company as such maintains the Cost Records
as specified by the Central Government under Section 148(1) of the

Companies Act, 2013 as applicable.

As required by the provisions of Section 148 of the Companies Act,
2013, GNV & Associates, Cost Auditors (Firm Registration No.000I50),
was appointed as the Cost Auditor of the Company for the financial year
2025-26, to conduct cost audit of the cost records maintained by the
Company.

Cost Audit Report for the FY 2024- 2025 has been filed with the
Ministry of Corporate Affairs on 08th September 2025.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Board of Directors, based on the recommendation of the Audit
Committee, appointed Mr. Parameshwar G. Bhat, Practicing Company
Secretary (Certificate of Practice No. 11004), as the Secretarial Auditor
of the Company for a term of five (5) consecutive financial years,
commencing from Financial Year 2025-26 up to Financial Year 2029-30.
The said appointment was approved by the Members of the Company at
the 38th Annual General Meeting held on 25th September, 2025.

The Secretarial Audit Report for the FinancialYear 2025-26 in Form MR-
3, issued by the Secretarial Auditor, is annexed to this Report as
Annexure - I.

The Secretarial Audit Report for the Financial Year 2025-26 does not
contain any qualification, reservation, adverse remark or disclaimer
requiring any explanation by the Board, except the observation relating
to the composition of the Board and the Audit Committee and
Nomination and Remuneration Committee during the third quarter of
the financial year (October-December 2025).

The observation pertains to the temporary non-compliance with the
requirements of Regulation I7 and the relevant provisions relating to
the constitution of the Statutory Committees under the Listing
Regulations, arising due to vacancies in the positions of Independent
Directors.

The Board would like to clarify that the process of identifying and
appointing suitable Independent Directors with the requisite
qualifications, experience, expertise and industry knowledge relevant to
the Company's business required additional time to ensure the
appointment of competent and effective Board members. Consequently,
the vacancies could not be filled within the prescribed timeline.

The Company has since appointed the requisite Independent Directors,
thereby restoring the composition of the Board of Directors and the
Audit Committee in full compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The applicable fines levied by BSE
Limited and the National Stock Exchange of India Limited in respect of
the temporary non-compliance were duly paid. As on 31st March, 2026,
the composition of the Board and its Committees was fully compliant
with all applicable statutory and regulatory requirements.

Internal Auditors:

Messrs. Murugesh & Co, Chartered Accountants (Firm Registration No:
002233S) were appointed as the Internal Auditors of the Company for
the Financial Year 2025-26 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 Auditors and on corrective actions, if any, that needs to be taken.

Reporting of fraud by Auditors

During the year, the statutory auditors have not reported to the Audit
Committee any fraud on the Company by its officers or employees
under Section 143(12) of the Companies Act, 2013, the details of which
needs to be provided in this report.

Further, the Cost Auditors, Internal Auditors and Secretarial Auditor
have also not reported any instance of fraud involving the Company, its
officers or employees during the financial year under review.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of Securities and Exchange Board of India, Mr.
Vijayakrishna K.T, Practicing Company Secretary, undertook the
Reconciliation of Share Capital Audit on a quarterly basis and the
reconciliation documents, for the year under review, have been duly
uploaded on the website of the Stock Exchange.

A qualified practicing Company Secretary carries out reconciliation of
share capital to reconcile the total admitted equity share capital with the
National Securities Depository Limited (NSDL) and the Central
Depository Services (India) Limited (CDSL) and the total issued and
listed equity share capital.The reconciliation of share capital audit report
confirms that the total issued/paid-up capital is in agreement with the
total number of shares in physical form and the total number of
dematerialised shares held with NSDL and CDSL.

POLITICAL CONTRIBUTION

Your Company has not made any political contribution to any political
parties during the financial year under review.

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

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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

In terms of the provisions of Regulation 34(2)(f) of the Listing
Regulations, submission of the Business Responsibility and Sustainability
Report (BRSR) is not applicable to the Company for the financial year
under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Listing Regulations, the Management Discussion and
Analysis Report is presented in a separate section and forms part of the
Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

b) 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.

c) 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.

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

e) 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.

f) 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.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

During the year under review, the following Companies continued to be
the subsidiaries of Bal Pharma Limited. A report on the financial
performance of each of the subsidiaries as per Section 129(3) of the Act
in the prescribed format AOC-1 is provided in Annexure- 2 to the
Board's Report and hence not repeated here, for the sake of brevity:-
NIL

During the year the following changes occurred relating to subsidiaries:

M/s. Golden Drugs Private Limited, wholly owned subsidiary of the Company
has been amalgamed with the company pursuant to Hon'ble National
Company Law Tribunal, Bengaluru Bench, vide Order in C.P. (CAA) No.
I3/BB/2024 dated 26th March,2025.

RELATED PARTY TRANSACTIONS (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
receiving 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. www.balpharma.com

Details of disclosures 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. For Further Details,
your attention is drawn to the Related Party disclosures set out in the
Financial Statements.

Statement of the related party transactions as approved by the Board, for
the financial year 2025-26 in Form AOC-2 is annexed to this report in
Annexure- 3.

ACCOUNTING STANDARDS

Your Company has adopted “IndAS” and the financial statements have
been prepared in accordance with Indian Accounting Standards (Ind AS),
the provisions of the Companies Act, 2013 (to the extent notified) and
guidelines issued by SEBl.The Ind AS are prescribed under Section 133 of
the Companies Act, 2013, read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 and Companies (Indian Accounting
Standards) Amendment Rules, 2016.

SECRETARIAL STANDARDS

Secretarial Standards i.e. SSI & 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.

PREVENTION OF INSIDERTRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015,
the Company has made a Code of practices and procedures for fair
disclosure of unpublished price sensitive information and prevention of
insider trading to prohibit the insider trading, to govern the fair
disclosure of unpublished price sensitive information and to attain
equality of access to such information with a view to regulate trading in
securities by the Directors and designated employees of the Company.
All Directors and the designated employees have confirmed compliance
with the Code. The Company has also has complied with the
requirement of Structured Digital Database (SDD) pursuant to
provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015 (PIT
Regulations) the Company has purchased a software for recording of
Name, PAN and email id etc. of the person to whom Unpublished Price
Sensitive Information is shared for genuine purpose and the Board
confirms that the Company has a system driven Structured Digital
Database in place to capture all the UPSI.

DEPOSITORY SYSTEM

As the members are aware, your Company's shares are tradable in
electronic form and the Company has established connectivity with
both the Depositories i.e., National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL). In
view of the advantages of the Depository System, the members are
requested to avail of the facility of de-materialization of the Company's
shares.

DETAILS OF APPLICATION MADE/PROCEEDINGS
PENDING UNDER IBC CODE, 2016 DURING THE YEAR
AND THEIR STATUS AS AT THE END OF FINANCIALYEAR
2025-2026

During the Financial Year 2025-26, no application was made against the
Company under the provisions of the Insolvency and Bankruptcy Code,
2016. Further, no proceedings under the Insolvency and Bankruptcy
Code, 2016 were pending against the Company as on 31st March, 2026.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF
VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
AVAILING LOANS FROM BANKS OR FINANCIAL
INSTITUTIONS

The requirement to disclose the details of the difference between the
amount of valuation done at the time of OneTime Settlement (OTS) and
the valuation done while availing loans from banks or financial
institutions, along with the reasons therefor, is not applicable to the
Company during the Financial Year 2025-26, as no One Time Settlement
was entered into with any bank or financial institution.

VIGIL MECHANISM

The vigil mechanism of the Company which also incorporates Whistle
Blower Policy as prescribed by Listing 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 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 -4 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.Vijayakrishna K.T, Practicing Company Secretary
confirming compliance with Corporate Governance requirements as
stipulated under the Listing Regulations, forms part of the Corporate
Governance Report.

CODEOFCONDUCT

In terms of Regulation 34 read with Schedule V of the Listing
Regulations, a declaration signed by Mr. Shailesh Siroya, the Chairman &
Managing Director of the Company affirming compliance with the Code
of Conduct by the Directors and Senior Management Personnel of the
Company for the financial year 2025-26 forms part of the Report on
Corporate Governance.

CERTIFICATE PURSUANT TO CLAUSE 10 OF SCHEDULE
V OF (LODR), REG, 2015:

In terms of sub clause (i) of clause 10 of Part C of Schedule V of the
Listing Regulations, the Company has obtained certificate from Mr.
Vijayakrishna K.T, Practicing Company Secretary with respect to
disclosure/ declaration/ representation received from the directors and

taken on record by the Board of Directors, as on March 31,2026, none of
the Directors of the Company has been debarred or disqualified from
being appointed or continuing as director of Companies by the SEBI/
Ministry of Corporate Affairs or any such other statutory authority.The
above said Certificate is appended hereto and forms part of the
Corporate Governance Report.

CEO & CFO CERTIFICATION:

As per Regulation 17(8) of Listing Regulations, Managing Director and
Chief Financial Officer 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. The above said Certificate is appended hereto and
forms part of the Report on Corporate Governance.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN OR SECURITY PROVIDED BY THE
COMPANY.

The Company makes investments and trade advances to its subsidiaries
for their business purposes. Pursuant to the provisions of Section 134 of
the Companies Act, 2013 the particulars of the loans, guarantees and
investments made by the Company under Section 186 of the Companies
Act, 2013 is detailed in the Notes to Accounts section of the Annual
Financial Statements.

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

In accordance with the provisions of Section 134 of the Companies Act,
2013 read with the Companies (Management and Administration) Rules,
2014, rule 12, sub rule (1) as amended, the extract of the Annual Return
(MGT-9) is no longer required to be attached along with Board Report.
The copy of the Annual Return for the year 2025-26 can be accessed on
the Company's website at the link www.balpharma.com

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Company has dissolved the Corporate Social Responsibility Committee
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
towards CSR is below 50 lakhs for the F.Y 2025-26.

Corporate Social Responsibility policy which recommends the social
activities to be undertaken by the Company, as specified in Schedule VII
of the Companies Act, 2013. A copy of the said policy is available on the
Company website.

The Board has recommended CSR budget of Rs 17,50,000 (Rupees
Seventeen Lakhs Fifty Thousand Only) for the financial year 2025-26, as
per the provisions of Section 135 of the Companies Act, 2013.

The allocated CSR budget is spent on the social welfare activities during
the year. Details of CSR activities & 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- 5 of this report in the
format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

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.

REMUNERATION OF DIRECTORS AND KMP

It is confirmed that the remuneration paid to Directors, Key Managerial
Personnel and Senior Management Personnel is in accordance with the
Company's policy. 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 6”.

MANAGERIAL REMUNERATION AND PARTICULARS OF
EMPLOYEES

There were 939 permanent employees of the Company as of 31 March
2026. The information pursuant to Rule (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
is annexed to this report as “Annexure 7”. 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.

EMPLOYEES STOCK OPTION PLAN (ESOP)

The Company has implemented Bal Pharma Limited Employee Stock
Option Plan -2025 (hereinafter after referred to as the ‘Scheme') in
accordance with the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 and
applicable provisions of the Companies Act, 2013. The said Scheme has
been duly approved by the shareholders of the Company by way of a
special resolution at the 38th Annual General Meeting of the Company
held on 25th September, 2025. In-principal approvals for the same from
both BSE Limited and National Stock Exchange of India Limited were
received. Scheme have come into force on the 25.09.2025 and shall
continue to be in effect for a term of 10 (Ten) years.The total number of
options granted under ESOP 2025 shall not exceed 10,00,000 options
convertible into 10,00,000 equity shares of Rs. 10 each, equivalent to
6.28% of the current equity share capital (1,59,20,872 shares) of the
Company. The earlier Bal Pharma Limited Employee Stock Option
Scheme, 2014 has been successfully completed and no further options
remain available for grant under the said scheme.

Further, the Board of Directors at its meeting held on May 27, 2026,
based on recommendation of Nomination & Remuneration Committee,
approved to grant 5,00,000 Options under the Bal Pharma Limited
Employee Stock Option Plan -2025 to some of its senior executives.

Pursuant to the requirements of the SEBI (Share Based Employee
Benefit and Sweat Equity) Regulations, 2021, a certificate has been issued
by the Secretarial Auditors of the Company confirming that the Plan has
been implemented in accordance with the said Regulations and with the
resolution passed by the Company in the General Meeting.

The additional details of stock options are provided under Notes to
Financial Statements (Standalone).

As required under the SEBI (Share Based Employee Benefit and Sweat
Equity) Regulations, 2021, the applicable disclosures as on March 31,
2026, are uploaded on the website of the Company.

Disclosures as per Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014 and SEBI (Share Based Employee Benefit and
Sweat Equity) Regulations, 202lis attached to this report as “Annexure
08”.

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 2025-26 to the Exchanges.

INSURANCE COVERAGE

The Company has in place a comprehensive insurance programme
commensurate with the nature, scale and risks associated with its
business operations. The Management confirms that the Company's
movable and immovable properties, plant and machinery, inventories,
current assets and other insurable assets are adequately covered under
appropriate insurance policies against various operational and business
risks.

In addition to asset insurance, the Company has obtained and timely
renewed Directors' and Officers' (D&O) Liability Insurance, Public
Liability Insurance and other statutory and business-specific insurance
policies, as applicable to the pharmaceutical industry. The Company also
maintains appropriate employee-related insurance covers and welfare
policies, including those mandated under applicable laws, to safeguard
the interests of its employees.

The insurance portfolio of the Company is reviewed periodically to
ensure that the nature and extent of coverage remain adequate,
appropriate and aligned with the Company's risk profile and applicable
regulatory requirements.

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 2025-2026. 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 2025-26.

Number of Complaints received during the year : Nil

Number of Complaints resolved : NA

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

DISCLOSURE UNDER MATERNITY BENEFITS ACT, 1961

Company complies with the provisions of the Maternity Benefit Act,
1961, ensuring eligible women members receive their statutory
entitlements, including up to 182 days of fully paid maternity leave.
Company also extends additional leave support in cases of medical
complications, including leave provisions for miscarriage and medical
termination of pregnancy, in line with applicable regulations. These
benefits reflect our commitment to creating a compliant, inclusive, and
supportive workplace that prioritizes the health, well-being, and diverse
needs of expecting and new mothers.There were 91 permanent women
employees in the company as of 31st March, 2026.

HUMAN RELATIONS

During the year under review, employee relations at all sites remained
cordial. Despite the exceptional challenges faced in past years, the
motivated work force aided your Company in maintaining its Industrial
Relations at all time.

REVISION OF FINANCIAL STATEMENTS OR BOARDS
REPORT:

There was no revision of Financial Statements or Boards Report of the
Company that took place in any of the three preceding financial years,
under consideration.

GENERAL INFORMATION:

Your Directors confirm that, during the financial year under review,
there were no transactions, events or circumstances requiring

disclosure or reporting under the applicable provisions of the
Companies Act, 2013, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 or any other applicable laws in respect
of the following matters:

♦ Provision of money by the Company for the purchase of its own
shares by employees or by trustees for the benefit of employees;

♦ Suspension of trading in the Company's securities by any Stock
Exchange;

♦ Failure to implement any corporate action; and

♦ One-time settlement with any bank or financial institution.

Accordingly, no disclosure or reporting on the above matters is required
in this Annual Report.

GREEN INITIATIVE

We request all the Members to support the ‘Green Initiative' of the
Ministry of Corporate Affairs and Bal Pharma continuance towards a
greener environment by enabling the service of the Integrated Annual
Report,AGM Notice, and other documents electronically to your email
address registered with your Depository Participant/ the Registrar and
ShareTransfer Agent of the Company.

In support of the ‘Green Initiative', the Company encourages Members
to register their email addresses with their Depository Participant or
the Registrar and Share Transfer Agent of the Company to receive soft
copies of the Integrated Annual Report, Notices and other information
disseminated by the Company, on a real-time basis without any delay.

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 the board of directors of

Bal Pharma LimitedShailesh Siroya V Himesh

^{Place: Bengaluru} M anagi ng D i recto r Whole Time Director

^Date : ^27th IMay ²⁰²⁶ DIN: 00048109 DIN: 08554422