Bal Pharma Ltd

Your Directors are pleased to present the Thirty Seventh (37th) Annual Report and the audited financial statements of the Company, for the financial year ended 31.03.2024

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:

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.

During the year under review, Revenue from Operations stood at Rs.338.53 cr., a 10.46% higher than the previous year. Profit before tax stood at Rs.12.10 cr. a 29.4% higher then the previous year. PAT for the year under review stood at Rs.10.27 Cr which is 40 % higher then that of the previous year's PAT Exports contributed 61% of the total revenue and 39% 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 1,89,65,246 Crores towards Dividend distribution , for the F.Y 2023-24.

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 10,012

Equity Shares of the shareholders, whose dividend is outstanding for 7 consecutive years and an amount of Rs 2,62,812/- pertaining to the outstanding/unclaimed dividend amount for the F.Y 2015-16, 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 encash 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.15,80,43,720/- comprising of 1,58,04,372 Equity Shares of Rs.10 each is the Issued and Paid Up Capital of the Company as on 31.03.2024.

During the financial year 2023-24 the Company has vested 1,14,500 (One Lakh Fourteen 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 convertible into l(one ) Equity Share of Rs.10 (Rupees Ten only) each of the Company.

During the financial year 2023-24 the Company has not issued any Equity Shares with differential voting rights, nor issued 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 31.03.2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors 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 sitting fees, commission and reimbursement of expenses, if any

Reappointment of Managing Director : Mr. Shailesh Siroya's ( DIN # 00048109) tenure of Managing Director of the Company ends on

31.07.2024 and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on

28.05.2024 appointed Mr. Shailesh Siroya as Managing Director of the Company for a further period of 5 years. This reappointment is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

Reappointment of Whole Time Director:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Director of the Company at its meeting held on 28.05.2024 reappointed Mr.HimeshVirupakshya (DIN # 08554422 ) as Whole Time Director of the Company for a further period of 5 years starting from 01.08.2024.

Retirement by Rotation:

Mr. Kotian Chittanand Damodar ( DIN # 09613054) retires by rotation at the ensuing AGM and is eligible for reappointment. The Board recommends his re-appointment.

Independent Directors:

All the Independent Directors 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 them, none of them is 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.

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:

Messrs SSJNB & Co, Chartered Accountants (FRN # 013976S) 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

31.03.2024 except as stated in point # (ix) a in CARO report. The management would like to clarify that the delay in repayment of term loan and vehicle loans as stated by the auditors is due to the banks not honoring the debit mandated provided by the company, in timely manner. Public holidays and banks internal procedural issues has resulted in marginal delays in repayment of loans.

Cost Auditors:

As required by the provisions of Section 148 of the Companies Act,20i3, Mr. M.R Krishna Murthy, Cost Accountant, (FCMA # 7568) was reappointed as the Cost Auditor of the Company for the financial year 2023-24, to conduct cost audit of the cost records maintained by the Company.

Cost Audit Report for the FY 2022- 2023 has been filed with the Ministry of Corporate Affairs on 20.10.2023.

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act,2013 and rules made thereunder and in compliance with Regulation 24 A of SEBI (LODR) Regulations, Mr. Parameshwar G Bhat, Practising Company Secretary (CP # 11004) was appointed by the Board of Directors as the Secretarial Auditor of the Company for the financial year 2023-2024.

Secretarial Audit Report for the F.Y 2023-24 in Form MR-3 is annexed to this report as Annexure -2. No comments or remarks were made by the Auditor in his report for the FY 2023-24.

Internal Auditors:

Messrs Murugesh & Co, Chartered Accountants (M # 002233S) were appointed as the Internal Auditors of the Company for the FY 2023-24 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 submits 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 unauthorised use or disposition and all transactions are authorised, 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:

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

2. 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.

3. 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.

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

5. 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.

6. 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, forms 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 2023.24 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 Report and hence not repeated here, for the sake of brevity:-

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 OF 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 nonindependent 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 12/02/2024.

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.

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 -5 to this report.

CORPORATE GOVERNANCE

The Board of Directors reaffirm is continued commitment to good 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 , Practising Company Secretary confirming compliance with Corporate Governance requirements as stipulated under the Listing Regulations, is annexed and forms part of this report as Annexure-6.

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 purpose. 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.

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, 2024 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:

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 approved CSR budget of Rs 20,35,642 (Rupees Twenty Lakhs Thirty Five Thousand Six Hundred and Forty Two only ) for the financial year 2023-24 as per the provisions of Section 135 of the Companies Act, 2013.

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.

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 865 permanent employees of the Company as of 31 March 2024. 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 2023-24 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 2023-2024. 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 summery of the Complaints regarding sexual harassment, received and redressed during the financial year 2023-24.

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:

1) Transfer to Reserves

2) Deposits accepted by the Company

3) Issue of equity shares with differential rights as to dividend, voting or otherwise

4) Provision of money for the purchase of its own shares by employees or by trustee for the benefit of employees

5) Revision in the financial statements

6) 'Change in the nature of company's business

7) Suspension of Company's securities

8) Failure to implement Corporate Action, One-time settlement

9) Material changes and commitments affecting financial position of the Company between the end of the financial year and the date of this report

10) No 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

11) 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.