Bafna Pharmaceuticals Ltd

To

The Shareholders,

Your directors' have pleasure in presenting the Twenty Ninth (29^th) Annual Report of your Company together with Audited Accounts for the Financial Year ended 31st March, 2024.

1. Financial Performance

The summarized Audited Financial Results for the year ended 31st March, 2024 along with comparative figures for the Previous year is as under:

(Rs.in Lakhs)

2. Operating Results

Your Company's Total Income during the financial year under review i.e., year 2023-24 is Rs.15,598.81 Lakhs as compared to the previous year 2022-23, Rs.11,862.26 Lakhs. Profit before Tax after other comprehensive income for the year 2023- 24 is Rs. 738.44 Lakhs as against Rs.1,176.94 Lakhs in the previous year. Profit after Tax for the year 2023-24 stands at Rs. 738.44 Lakhs as against Rs. 1,149.11 Lakhs in the previous year.

3. Dividend

The Board has not declared any dividend for the Financial Year 2023-2024.

4. Reserves

The Company has not transferred any amount to the general reserves during the year under review.

5. Capital Structure

The Paid-up Equity Share Capital as on March 31, 2024 was Rs.2,365.63 Lakhs. During the year under review the Issued,

Subscribed and Paid-up capital has remained the same. The Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

6. Deposits

The Company has not accepted / invited any deposits from the public in terms of Section 73 of the Companies Act, 2013.

7. Change in the nature of business

The Company is engaged in the manufacture of pharmaceutical products. There is no change in the nature of business during the year under review.

8. Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments between the end of the financial year 2023-24 and the date of this report, adversely affecting the financial position of the Company.

9. Subsidiaries, Associate and Joint Venture Companies

The Company does not have any subsidiary, associate or joint venture.

10. Loans, Guarantee and Investment under Section 186 of Companies Act, 2013

During the year under review, your Company has not advanced any loan, given any guarantee and made any investment under Section 186 of the Companies Act, 2013.

I. Composition

The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee are constituted in accordance with Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR). The details of Composition of the Board, its Committees, meetings and an overview of the role, terms of reference are provided in the Corporate Governance Report annexed to this Report.

The following changes took place in the composition of Board of Directors:

a) Appointment of Directors:

i. Pursuant to recommendation of the Nomination and Remuneration Committee, the Board had, on June 26, 2023 approved the appointment of Mr. Krishna Yeachuri (DIN: 00066898) as an Additional Director in the capacity of Non-Executive, Independent Director of the Company, for a period of 5 years, with effect from June 26, 2023 to June 24, 2028, subject to approval of the shareholders of the Company.

ii. Pursuant to recommendation of the Nomination and Remuneration Committee, the Board had, on June 26, 2023 approved the appointment of Mr. Upendar Mekala Reddy (DIN: 08898174) as an Additional Director in the capacity of Non-Executive, Non-Independent Director of the Company, subject to approval of the shareholders of the Company.

iii. Pursuant to recommendation of the Nomination and Remuneration Committee, the Board had, on June 26, 2023 approved the appointment of Mr. Vinayak Dinesh Dendukuri (DIN: 07601309) as an Additional Director in the capacity of Whole-Time Director of the Company, for a period of 5 years, with effect from June 26, 2023 to June 24, 2028, subject to approval of the shareholders of the Company. The aforesaid appointments were approved by the shareholders of the Company vide resolutions passed in the 28th Annual General Meeting of the Company held on September 22, 2023.

b) Resignation of Directors:

Mr. Babulal Kamlesh Kumar (DIN: 01218959), resigned as Independent Director of the Company with effect from September 09, 2023. The Board placed on record its appreciation for the guidance rendered by him during his tenure as Director of the Company.

There were no other changes in the composition of the Board of Directors during the year under review.

II. Retirement by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Upendar Mekala Reddy (DIN: 08898174), Director retires by rotation at the ensuing 29th Annual General Meeting (AGM) of the Company and being eligible, offers himself for re-appointment. Your Board recommends his re-appointment as Director of the Company.

III. Re-appointment of Director:

The Board of Directors, on recommendation of the Nomination and Remuneration Committee, in its meeting held on August 11, 2023 considered and approved the re-appointment of Ms. S Hemalatha (DIN: 02714329) as Whole- Time Director of the Company for a period of 5(five) years with effect from September 10, 2023. The proposal for re-appointment of Ms. S Hemalatha as a Whole Time Director is included in the notice convening the 29th AGM. Your Board recommends the re-appointment of Ms. S Hemalatha as a Whole-Time Director of the Company.

The brief resume of the Directors seeking reappointment and other information are enclosed in the Notice convening 29th AGM. The Board of Directors are of the opinion that the Directors proposed for appointment / re-appointment at the ensuing 29th AGM of the Company possess integrity, necessary expertise, relevant experience and the Corporate Governance report annexed to this report contains necessary disclosures regarding the Director(s).

IV. Number of Board Meetings:

The Board of Directors met Six (6) times during the year under review and the gap between 2 meetings did not exceed 120 days. The details of the Board & Committee Meetings and the attendance of the Directors are provided in the Report on Corporate Governance.

V. Declaration by Independent Directors & Adherence to Company's Code of Conduct:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV to the Companies Act, 2013 and the Company's Code of Conduct for Directors and Senior Management Personnel.

In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The terms and conditions of appointment of Independent Directors have been disclosed in the website of the company at www.bafnapharma.com.

VI. Board Evaluation:

The annual evaluation of the performance of the Board, functioning of its committees, and individual Directors was carried out based on the evaluation criteria prescribed by the Nomination and Remuneration Committee and the SEBI (LODR) Regulations, 2015. The performance review of Non-Independent Directors were carried out by the Independent Directors in their separate meeting held during the year.

VII. Committees Of the Board:

The Board has constituted following committees:

i) . Audit Committee;

ii) . Nomination and Remuneration Committee;

iii) . Stakeholders' Relationship Committee;

iv) . Corporate Social Responsibility Committee.

i). Audit Committee

In terms of Section 177 of the Companies Act, 2013, and other applicable provisions if any, and as per the Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted Qualified and Independent Audit Committee. The Audit Committee comprises of the following Members as on March 31, 2024:

*Appointed w.e.f November 02, 2023 ** Ceased w.e.f September 09, 2023

The terms of reference of the Audit Committee includes matters specified in section 177 of the Companies Act 2013, and Regulation 18 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015. All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company.

The details of the Audit Committee along with its composition, number of meetings, attendance and terms of reference are provided in the Corporate Governance Report, which forms part of this report.

ii). Nomination & Remuneration Committee

In terms of Section 178 of the Companies Act, 2013 & other applicable provisions, if any, and as per the Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted Nomination & Remuneration Committee. The Nomination & Remuneration Committee comprises of the following Members as on March 31, 2024:

*Appointed w.e.f November 02, 2023

** Ceased w.e.f September 09, 2023

The Committee consists of only Non-Executive Directors as its members. The details of the Nomination & Remuneration Committee along with its composition, number of meetings, attendance and terms of reference are provided in the Corporate Governance Report, which forms part of this report.

iii). Stakeholders Relationship Committee

In terms of Section 178 of the Companies Act, 2013 & other applicable provisions, if any, and as per the Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted Stakeholders Relationship Committee. The Stakeholders Relationship Committee comprises of the following Members as on March 31, 2024:

*Appointed w.e.f April 07, 2023

The details of the Stakeholders Relationship Committee along with its composition, number of meetings, attendance and terms of reference are provided in the Corporate Governance Report, which forms part of this report.

VIII. Details of KMP:

The following are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act:

Mr. Vishnu Vasudeva Kuppa, ceased to be the Company Secretary & Compliance Officer of the Company w.e.f. April 23, 2024. Mr. A. Mohanachandran was appointed as the Company Secretary & Compliance Officer of the Company w.e.f May 29, 2024.

a) Statutory Auditor

As per the provisions of Section 139 of the Companies Act, 2013, M/s. Brahmayya & Co, Chartered Accountants, Chennai (ICAI FRN:000511S), were appointed as Statutory Auditors of the Company, for a period of five (5) years from the conclusion of the 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting of the Company.

Auditors' Report:

The Auditors' Report on the financial statements of the Company for the financial year ended 31 March 2024 is enclosed with the financial statements, which forms part of this Annual Report.

The report is unmodified i.e. it does not contain any qualification, reservation, adverse remark or disclaimer. The remarks in the Auditors Report and Notes on financial statement referred to in the Auditor's Report are self- explanatory and do not call for any further comments. Also there has been no instance of fraud reported by the statutory auditors for the financial year under review.

b) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board, on recommendation of the Audit Committee, has appointed M/s. K S Rao & Co, Chartered Accountants (ICAI FRN. 003109S) as internal auditors of the Company for the financial year 2024-2025.

c) Cost Auditor & Maintenance of Cost Records

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, on recommendation of Audit Committee, appointed M/s. N. Sivashankaran & Co, Cost Accountants (ICMAI Registration No: 100662) as the Cost Auditor of the Company, to conduct audit of cost records maintained by the Company for financial year 2024 - 2025 at a remuneration of Rs.75,000/- (Rupees Seventy Five Thousand Only) excluding applicable taxes, reimbursement of out- of-pocket expenses. In terms of Section 148(3) of the Companies Act, 2013 the remuneration payable to the Cost Auditors, as fixed by the Board, is required to be ratified by the members and the resolution for the ratification of Cost Auditors Remuneration is provided under Item No.5 of the Notice convening the 29th Annual General Meeting.

The Company maintains all such accounts and records as specified by the Central Government under section 148 (1) of the Companies Act, 2013.

d) Secretarial Auditor & Secretarial Auditor Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. A.K. Jain & Associates, Company Secretaries in Practice, Chennai, as the Secretarial Auditors of the Company for the FY 2023- 2024.

The Secretarial Audit Report in Form MR-3 is annexed as Annexure-C to this Report.

Reply to the Qualifications made in the Secretarial Audit Report:

The Board's reply for the qualifications, observations made by the Secretarial Auditor in Secretarial Audit Report for F.Y 2023-2024 is provided hereunder:

14. Annual Return:

The copy of the Annual Return (Form MGT-7) for F.Y 2023-2024 is made available in the website of the Company at the weblink www.bafnapharma.com

15. Related Party Transactions

All Related Party Transactions that were entered into during the Financial Year under review were on an arm's length basis, and in the ordinary course of business and were in accordance with the Company's Policy on RPT. There are no materially significant related party transactions made by the Company with Related parties which requires approval of the shareholders / which may have potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are repetitive in nature. A statement giving details of the transactions entered into with the related parties, pursuant to the omnibus approval so granted, is placed before the Audit Committee and the Board of Directors for their approval, ratification on a quarterly basis.

During the year, the Company had not entered into any material related party transactions which are not in ordinary course of business or which are not on arm's length basis and hence there is no information to be provided as required under Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Necessary disclosure as required by the Indian Accounting Standards (IND AS 24) has been made in the notes to the Financial Statements.

The Company has adopted a Policy for dealing with Related Party Transactions which has been uploaded on the Company's website under the web-link www.bafnapharma.com.

16. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and outgo

The Company is conscious of its responsibility to conserve the energy and has taken measures in relation to conservation of energy and technology absorption. The prescribed particulars on conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are furnished in Annexure-A to this Report.

17. Corporate Social Responsibility

The Company satisfies the criteria as prescribed in section 135 of the Companies Act, 2013 for applicability of Corporate Social Responsibility (CSR) provisions. The Company has adopted a Corporate Social Responsibility (CSR) Policy outlining various CSR activities to be undertaken by the Company, in accordance with Schedule VII to the Companies Act, 2013. The said policy is made available on the Company's website at the following link www.bafnapharma.com. The Report on CSR Activities is annexed as Annexure-B to this Report.

18. Particulars of Directors, Key Managerial Personnel and Employees

The Company is continuously focusing on retaining the appropriate talent and increasingly systematizing the HR processes. We have excellent industrial relations across all facilities including the corporate office and strongly believe that the workers will continue to work towards achieving a profitable and productive Company.

The information as per Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - D to this Report. Further, the information pertaining to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, pertaining to the names and other particulars of employees is available for inspection at the Registered office of the Company during business hours and pursuant to provisions of Section 136(1) of the Act, the Report and the accounts are being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/ Compliance Officer either at the Registered/Corporate Office address or by email to cs@bafnapharma.com.

19. Corporate Governance

The detailed report on Corporate Governance and Certificate from a Practicing Company Secretary regarding compliance with requirements of Corporate Governance are annexed as Annexure-E to this Report.

20. Management Discussion and Analysis Report

Pursuant to Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, a detailed review of the business operations, performance, future outlook, major events occurred during the year as well as state of company's affairs is given in the Management Discussion and Analysis Report, which is annexed as Annexure-F to this Report. Certain Statements in the report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance & outlook.

21. Risk Management:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in the strategy, business and operational plans.

22. Adequacy of Internal Financial Controls with reference to the Financial Statements:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. The internal audit reports were reviewed periodically by the Audit Committee & the Board. Further, the Board annually reviews the effectiveness of the Company's internal control system.

23. Directors Responsibility Statement

In terms of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, based on the information and explanations obtained by them, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures;

b) Appropriate accounting policies had been selected and applied them consistently and made judgments and estimates that were 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 the year under review;

c) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company, preventing and detecting fraud and other irregularities;

d) The financial statements for the financial year had been prepared on a 'going concern basis;

e) The internal financial controls had been laid down, to be followed by the Company and such internal financial controls were adequate and were operating effectively; and

f) In order to ensure compliance with the provisions of all applicable laws, proper systems had been devised and that such systems were adequate and operating effectively.

24. Significant and material orders passed by the Regulators/ Courts:

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

25. Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by Institute of Company Secretaries of India (ICSI) as per section 118(10) of the Companies Act, 2013.

26. Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2005, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures are in force. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

27. Disclosure Under Sexual Harassment Of Women At The Work Place (Prevention, Prohibition And Redressal) Act, 2013

The Company has a zero tolerance towards sexual harassment. The Company has adopted a policy on prevention of sexual harassment of women at work place and put in place proper dissemination mechanism across the Company. The Company has conducted awareness programs for its employees under the said Act.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2023-24, the Company has not received any complaint.

28. Vigil Mechanism / Whistle Blower Policy

The Board of Directors adopted the Whistle-Blower Policy in accordance with Section 177(9) of the Act, and Regulation 22 of the SEBI (LODR) Regulations, 2015. The policy provides adequate safeguard against victimization and for direct access to the Chairman of the Audit Committee for the employees and state their complaints / grievances. The Whistle Blower Policy is uploaded on the Company's website www.bafnapharma.com.

29. Disclosure under the Insolvency and Bankruptcy Code, 2016:

During the year under review, no application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

30. Disclosure regarding Valuation under One Time Settlement:

Not Applicable.

31. Acknowledgement and Appreciation

The Board takes this opportunity to thank all shareholders, business partners, financial institutions, banks, distributors, suppliers, customers, government and regulatory authorities, etc., for their co-operation and support extended to the Company. The Directors also wish to express their gratitude to the Shareholders for the confidence and faith that they continued to repose in the Company. The Directors place on record their appreciation of the consistent and dedicated services of the employees at all levels who have immensely contributed to the performance of the Company during the year under review.