Bajaj Healthcare Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present their 32^nd Report on the business and operations of the Company along with the Audited Financial
Statements for the financial year ended 31^st March 2025.

SUMMARY OF THE FINANCIAL PERFORMANCE OF THE COMPANY:

The Company''s financial performance for the year ended 31^st March 2025 as compared to the previous financial year is summarized below:

Particulars	Year Ended 31st March, 2025	Year Ended 31st March, 2024
Gross Income	56,200.68	48,210.42
Profit before Interest, Depreciation & Tax	10,182.99	5,664.73
Finance Cost	2,790.44	2,967.98
Depreciation & Amortisation	2,791.78	2,761.95
Profit before Tax	4,600.77	(1,667.55)
Less: Current Tax /Deferred Tax	307.89	(234.89)
Net Profit after Tax/(Loss)	4,292.88	(8,656.87)
Surplus/ Loss carried to Balance Sheet	4,086.56	(8,656.87)
Earnings Per Share	13.29	(30.36)

During the year under review, the Gross Income was ''56,200.68/-
lakhs which is 16.57% more than previous year''s income of
''48,210.42/- lakhs. The net profit after tax during the year from
continued operations was ''4,292.88 lakhs as compared to previous
year''s losses of ''8,656.87/- lakhs.

REVIEW OF COMPANY''S OPERATIONS:

The Company is engaged in the business of manufacturing
and exporting of allied activities of manufacturing Active
Pharmaceuticals Ingredients and Formulations.

For further details on the Company''s performance, operations and
strategies for growth, please refer to the Management Discussion
and Analysis section which forms a part of this Annual Report.

There was no change in nature of the business of the Company.

DIVIDEND:

The Board of Directors at their meeting held on 26^th May 2025, has
recommended payment of ''1.00/- (Rupee One Only) (20%) as Final
Dividend per equity share of the face value of '' 5/- (Rupees Five only)
each, for the financial year ended 31^st March 2025. The payment of
Final Dividend is subject to the approval of the shareholders at the
ensuing Annual General Meeting (AGM) of the Company.

The dividend recommended is in accordance with the Dividend
Distribution Policy of the Company. The Dividend Distribution
Policy, in terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") is available on the
Company''s website at https://www.baiaihealth.com/wp-content/
uploads/2022/07/Dividend-Distribution-Policy.pdf.

In terms of the provisions of the Income-tax Act, 1961, dividends
paid or distributed by the Company shall be taxable in the hands
of the Shareholders. The Company shall, accordingly, make the
payment of the final dividend for the year ended 31^st March 2025
after deduction of tax at source.

DEPOSITS:

The Company has not accepted nor renewed any deposits from
the public during the year under review and as such, there are
no outstanding deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014.

PARTICULARS OF LOANS, GUARANTEE AND
INVESTMENTS:

Details of loans, guarantees and investments under the provisions
of Section 186 of the Act read with the Companies (Meetings of
Board and its Powers) Rules, 2014, as on 31^st March 2025, have been
disclosed in the Financial Statements of the Company.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)
(j) OF THE COMPANIES ACT, 2013:

The Company has not transferred any amount to General Reserves
for the financial year 2024-25.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND
TO INVESTOR EDUCATION AND PROTECTION FUND
("IEPF"):

Pursuant to the provisions of Section 124 of the Act and Investor
Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (IEPF Rules), the declared dividends,

which remain unpaid or unclaimed for a period of 7 (seven) years
from the date of its transfer to unpaid/unclaimed dividend account
are required to be transferred by the Company to Investor Education
and Protection Fund (IEPF). Details of unpaid/unclaimed dividend
are a part of the Report on Corporate Governance that forms part
of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENT RELATES AND THE DATE OF THE REPORT:
There have been no material changes or commitments affecting
the financial position of the Company between the end of the
financial year and the date of this report.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE
COMPANY:

The Company has no Subsidiary, Joint venture or Associate
Company.

In April 2025, the Company acquired Genrx Pharmaceuticals Private
Limited (in Liquidation) ("Genrx"), a Corporate Debtor, on a going
concern basis. Genrx is an existing company incorporated under
the provisions of the Companies Act, 1956. The acquisition was
made for a total consideration of ''10,85,00,000 (Rupees Ten Crores
Eighty-Five Lakhs only).

Subsequently, on 3^rd June 2025, the Company filed an application
with the Hon''ble National Company Law Tribunal (NCLT), Mumbai,
seeking certain reliefs and concessions necessary for the effective
implementation of the acquisition and takeover of Genrx as a going
concern.

SHARE CAPITAL:

Paid-up Share Capital:

As on 31^st March 2025, the Paid-up Equity Share Capital of the
Company stood at ''15,79,16,260, divided into 3,15,83,252 equity
shares of face value ''5/- each.

During the financial year, the Company undertook the following
capital-related activities on 19^th September 2024:

• I ssued and allotted 39,84,852 (Thirty-Nine Lakhs Eighty-Four
Thousand Eight Hundred and Fifty-Two) equity shares of face
value ''5/- (Rupees Five Only) each at an issue price of ''338/-
(Rupees Three Hundred Thirty-Eight Only) including a share
premium of ''333/- (Rupees Three Hundred Thirty-Three Only)
per share on a preferential basis to persons belonging to the
Non-Promoter Category, aggregating to ''134,68,79,976/-
(Rupees One Hundred and Thirty-Four Crores Sixty-Eight
Lakhs Seventy-Nine Thousand Nine Hundred and Seventy-Six
Only).

• Issued and allotted 20,79,409 (Twenty Lakhs Seventy-Nine
Thousand Four Hundred and Nine) Convertible Warrants of
''5/- (Rupees Five Only) each at an issue price of ''338/- (Rupees
Three Hundred Thirty-Eight Only) including a share premium
of ''333/- per warrant on a preferential basis to Promoters and
certain identified Non-Promoter persons/entities, aggregating

to ''70,28,40,242/- (Rupees Seventy Crores Twenty-Eight
Lakhs Forty Thousand Two Hundred and Forty-Two Only). The
Company received 25% of the subscription amount at the
time of allotment, while the remaining 75% is uncalled and
will be payable within 18 months from the date of allotment,
i.e., by 19^th March 2026.

In compliance with Regulation 32 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company
appointed CARE Ratings Limited as the Monitoring Agency to
oversee the utilization of proceeds from the preferential issue. The
Company has submitted the Monitoring Agency Report to the
Stock Exchanges as required.

Further, during the year, the shareholders approved the ''Bajaj
Healthcare Limited Employee Stock Option Scheme 2024''
("Scheme") at the Annual General Meeting of the Company held on
30^th September 2024. Under this scheme, the Company is authorized
to grant up to 14,00,000 stock options to eligible employees of the
Company, in one or more tranches.

During the year under review, the Company has not bought back
any of its securities nor issued any shares with differential rights,
sweat equity shares and options under Employees Stock Option
Scheme.

TRADING OF COMPANY''S EQUITY SHARES ON STOCK
EXCHANGE:

The Company''s equity shares were actively traded on BSE Limited
and National Stock Exchange of India Limited and were not
suspended during the year under review.

CREDIT RATING:

India Ratings and Research (Ind-Ra) has revised the rating outlook
from IND A-/ Negative to IND A-/Stable on 15^th May 2025.

MATTERS RELATED TO DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

The Board has an optimum combination of Executive and
Non-Executive Directors and is headed by an Executive Chairman,
Mr. Sajankumar Rameshwarlal Bajaj. The Board of the Company is
diverse in terms of qualification, competence, skills and expertise
which enables it to ensure long-term value creation for all the
stakeholders.

Following changes have taken place in the Board of Directors
during the year under review:

Appointment of Mr. Yaqoob Ali:

Based on the recommendation of the Nomination and Remuneration
Committee (NRC) and subject to the approval of the shareholders,
the Board, in accordance with the provisions of Section 149 read
with Schedule IV to the Act and applicable SEBI Listing Regulations,
appointed Mr. Yaqoob Ali (DIN: 07655705) as an Independent
Director of the Company, not liable to retire by rotation, for a term
of five consecutive years commencing from 14^th August 2024. The
shareholders of the Company approved the appointment of Mr.
Yaqoob Ali as an Independent Director of the Company by way of a
Special Resolution in the Annual General Meeting was held on 30^th
September 2024, for the abovementioned tenure.

Cessation of Mr. Loukik Tipnis

Mr. Loukik Tipnis (DIN: 08188583) completed his tenure of five
consecutive years as an Independent Director of the Company
w.e.f. close of the business hours of 30^th September 2024 upon
completion of his second term.

Appointment/Re-appointments of Directors in AGM

Director retiring by rotation:

In accordance with the provisions of Section 152 of the Act and
the Articles of Association of the Company, Ms. Namrata S. Bajaj
(DIN: 05327071), Whole-Time Director is liable to retire by rotation
at the ensuing Annual General Meeting (AGM) and being eligible,
offers herself for re-appointment. The Board recommends her re¬
appointment.

Key Managerial Personnel

During the financial year ended 31^st March 2025, the following
changes were made in Key Managerial Personnel of the Company,
on the recommendation of the Nomination and Remuneration
Committee ("NRC"):

Appointment

(a) Ms. Monica Tanwar was appointed as a Company Secretary
and Compliance Officer of the Company w.e.f. 11^th February
2025.

Cessation

(a) Ms. Apurva Bandivadekar, Company Secretary & Compliance
Officer of the Company, resigned w.e.f. 31^st January 2025.

The Board of the Company, based on the recommendation of
Nomination and Remuneration Committee through a resolution
passed by Circulation dated 27^th June 2025, has considered and
approved the re-appointment of Ms. Kejal Niken Shah as Non¬
Executive Independent Director of the Company for a second term
of five consecutive years with effect from 30^th June 2025 to 29^th June
2030 subject to the approval of Members at the ensuing AGM of
the Company.

As stipulated under the Regulation 36(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, details
of all the Directors proposed to be appointed/re-appointed is given
in the Annexure A to the Notice of the 32^nd Annual General Meeting.

INDEPENDENT DIRECTOR(S):

The Company has, inter alia, received the following declarations
from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under
the provisions of the Act, read with the Schedule and Rules
issued thereunder, and the Listing Regulations. There has
been no change in the circumstances affecting their status as
Independent Directors of the Company;

• they have complied with the Code for Independent Directors
prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent
Director''s Database maintained by the Indian Institute of
Corporate Affairs.

None of the Directors of the Company are disqualified for being
appointed as Directors as specified in Section 164(2) of the Act and
Rule 14(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014. The terms and conditions of appointment of
Independent Directors are disclosed on the website of the Company
at https://www.baiaihealth.com/wp-content/uploads/2020/05/
Terms-and-conditions-of-Appt-of-Independent-Director.pdf

In the opinion of the Board, the Independent Directors of the
Company fulfil the conditions specified under the Act and Listing
Regulations and are independent of the management.

NUMBER OF MEETINGS OF THE BOARD:

During the year, the Board convened and held seven (7) meetings.
The interval between any two consecutive meetings was within
the period prescribed under the Companies Act and applicable
Secretarial Standards. Detailed information regarding the Board
meetings is provided in the Report on Corporate Governance,
which forms an integral part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD:

In compliance with the provisions of the Companies Act, 2013 and
Regulation 19 read with Part D of Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), the Board of Directors has carried out the
annual performance evaluation for the financial year 2024-25.

The performance evaluation of the Chairman, non-independent
Directors and Board as a whole was also carried out by the
Independent Directors at their separate meeting held as on 28^th
February 2025 inter alia:

• To evaluate the performance of non-independent directors
and the Board as a whole;

• To evaluate performance of the Chairman and Managing
Director of the Company; and

• To evaluate the quality, quantity and timelines of flow of
information between the executive management and the
Board.

A structured questionnaire was used to facilitate the evaluation
process, covering various aspects such as the adequacy of the
Board''s and Committees'' composition, Board culture and dynamics,
execution of duties, fulfilment of obligations, and adherence to
corporate governance practices.

The suggestions made at the meeting of the Independent Directors
were communicated to the Board, Chairman and the Executive
Directors for taking appropriate steps. The majority of Independent
Directors were present at the meeting. The Directors expressed
their satisfaction with the evaluation process.

COMMITTEES OF THE BOARD:

With a view to have a more focused attention on various facets of
business and for better accountability, the Board has constituted
a set of Committees in accordance with the requirements of the
Act and Listing Regulations. The Board supervises the execution

of its responsibilities by the Committees and is responsible for
their action. The statutorily mandated Committees constituted
under the provisions of the Act and Listing Regulations are Audit
Committee, Nomination and Remuneration Committee, Corporate
Social Responsibility (CSR) Committee, Stakeholders'' Relationship
Committee and Risk Management Committee.

A detailed note on the composition of the Committees, terms of
reference and other such details of these Committees are provided
in the Report on Corporate Governance forming part of this Annual
Report. During the year under review, the Board has accepted all
the recommendations of the Audit Committee and of all other
Committees of the Board.

FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS:

All Independent Directors are familiarized with the operations
and functioning of the Company. The details of the training and
familiarization program are provided in the Corporate Governance
Report and are also available on the website of the Company at
https://www.baiaihealth.com/wp-content/uploads/2025/07/
Familiarization-Programmes-FY-2025.pdf

NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and Regulation
19 of Listing Regulations and on recommendation of the
Nomination and Remuneration Committee, the Board of Directors
has adopted a policy on Criteria for Selection and Appointment of
Directors, Senior Management Personnel and their remuneration.
Nomination and Remuneration policy is applicable to all Directors,
Key Managerial Personnel (KMP), Senior Management team
and other employees of the Company. The Nomination and
Remuneration Policy of the Company has been uploaded on the
Company''s website at https://www.baiaihealth.com/wp-content/
uploads/2020/05/REMUNERATION-POLICY.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Section 177(9) and (10) of the Act, the
Company has adopted a Whistle Blower Policy for establishing vigil
mechanism for the Employees and Directors to report genuine
concerns, unethical behavior and irregularities, if any noticed by
them to the Chairman of the Audit Committee in the Company
which can adversely affects Company''s operations. The same is
reviewed by the Audit Committee from time to time. No concerns
or irregularities have been reported by Employees/ Directors to
date. The said policy is available on the Company''s website https://
www.baiaihealth.com/wp-content/uploads/2020/05/whistle-
blower-policy.pdf

INSIDER TRADING CODE

The Company has adopted a ''Code of Conduct to regulate,
monitor and report trading by designated persons in Listed or
Proposed to be Listed Securities'' ("the Code") in accordance with
the requirements of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations).
This Code is displayed on the Company''s website. The obiect of
the PIT Regulations is to curb the practice of insider trading in the
securities of a listed Company. The Code is applicable to Promoters

and Promoter''s Group, all Directors and such Designated Employees
who are expected to have access to unpublished price sensitive
information relating to the Company. The Code is available on the
Company''s website at https://www.baiaihealth.com/wp-content/
uploads/2021/06/CODE-FOR-UPSI.pdf.

The Company Secretary appointed serves as the Compliance
Officer to ensure compliance and effective implementation of the
Insider Trading Code. Matters related to the insider trading code are
reported to the Audit Committee.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING:

The Business Responsibility and Sustainability Report of the
Company for the year ended 31^st March 2025, forms part of
the Annual Report and is also made available on the website
of the Company at https://www.baiaihealth.com/wp-content/
uploads/2025/08/BRSR-2025.pdf.

RISK MANAGEMENT:

Risk management is integral to our Company''s strategic framework
and is essential for achieving our long-term objectives. Our
success depends on our ability to proactively identify and leverage
opportunities while effectively managing associated risks.

The Board of Directors has entrusted the Risk Management
Committee with the responsibility of overseeing the Company''s
risk management framework. This includes ensuring that key risks
are identified, assessed, and maintained within acceptable limits.
Mitigation plans for significant risks are seamlessly integrated into
both functional and business plans and are reviewed regularly by
the Senior Leadership Team.

Our risk management approach is designed to provide reasonable
assurance that:

• The Company''s assets are safeguarded,

• Business risks are continuously identified, assessed, and
mitigated,

• Relevant and material information is reported appropriately
to Senior Management, including the Chairman & Managing
Director, Chief Financial Officer, Audit Committee, and the Board.

The Board has approved a comprehensive Risk Management Policy,
which outlines our structured approach to risk governance. The
said policy is available on the Company''s website https://www.
baiaihealth.com/wp-content/uploads/2023/05/Risk-Management-
Policy-1.pdf

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

The Company has established an adequate internal control system
that is commensurate with the nature of its business, as well as the
size and complexity of its operations. These internal control systems
have been functioning effectively and continue to support the
organization in maintaining operational excellence and regulatory
compliance.

The internal control framework comprises well-documented
policies and procedures designed to:

• Ensure the reliability and integrity of financial reporting,

• Provide timely feedback on the achievement of operational
and strategic goals,

• Ensure compliance with applicable laws, regulations, internal
policies, and procedures, and

• Safeguard the Company''s assets and resources by ensuring
they are acquired economically, used efficiently, and
adequately protected.

The Company also has in place an adequate Internal Financial
Controls (IFC) system relating to financial reporting. This system
ensures that all financial transactions are appropriately authorized,
accurately recorded, and reported in a timely manner. The Internal
Financial Controls framework provides reasonable assurance
regarding the authenticity and integrity of the Company''s financial
statements.

AUDITORS AND THEIR REPORT

Statutory Audit:

At the 30^th Annual General Meeting of the Company held on 30^th
September 2023, the members have approved the appointment
of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm
Registration No. 001076N/N500013) as the Statutory Auditors of the
Company to hold office for a period of five consecutive years from
the conclusion of 31^st Annual General Meeting till the conclusion of
35^th Annual General Meeting to be held in the year 2028.

The Auditor''s Report for the financial year ended 31^st March, 2025,
does not contain any qualifications, adverse remark or reservation
and therefore, do not call for any further explanation or comments
from the Board under Section 134(3) of the Act. The Statutory
Auditors have issued an unmodified opinion on the financial
statements for the financial year 2024-25. The observations and
comments given by the Auditors in their report read together with
notes to Accounts are self-explanatory and hence do not call for
any further comments under Section 134 of the Act.

Secretarial Audit:

SEBI vide notification no. SEBI/LAD-NRO/GN/2024/218 dated
12^th December 2024 has introduced ''SEBI (Listing Obligations
and Disclosure Requirements) (Third Amendment) Regulations,
2024'' to establish detailed norms governing the appointment,
reappointment, and removal of Secretarial Auditors in listed
entities, effective from 31^st December, 2024. The recent amendment
mandates that the listed companies have to obtain shareholders''
approval for appointment of Secretarial Auditors.

Accordingly, the Board of Directors of the Company has appointed
Mr. Haresh Sanghvi, Practicing Company Secretary (M.No. 2259/
CoP: 3675), as the Secretarial Auditor of the Company for the period
of 5 (five) consecutive years from Financial year 2025-26 till Financial
year 2029-30 to carry out the audit of secretarial and related records
of the Company subject to the approval of Shareholders in the
ensuing Annual General Meeting of the Company.

The Company has received consent letter along with peer reviewed
certificate from Mr. Haresh Sanghvi to act as the Secretarial Auditor
for conducting an audit of the secretarial records of the Company
for the period of 5 (five) consecutive years.

The Secretarial Audit Report pursuant to the provisions of Section
204 read with Section 134(3) of the Companies Act, 2013 was
obtained from Mr. Haresh Sanghvi, Practicing Company Secretary in
Form MR-3 for the financial year ended 31^st March 2025, is enclosed
with this report and marked as Annexure-I. The Secretarial Audit
Report contains observation/ remark which is self-explanatory.

The Secretarial Compliance Report for the financial year ended
31^st March 2025, issued by Mr. Haresh Sanghvi, in relation to
compliance of all applicable SEBI Regulations/circulars/guidelines
issued thereunder, pursuant to the requirement of Regulation
24A of the Listing Regulations, is enclosed with this report and
marked as Annexure-II. The Secretarial Compliance Report has
been voluntarily disclosed as part of the Annual Report as good
disclosure practice.

Internal Audit & Controls:

The Board of Directors of the Company has appointed VJ Shah & Co.,
Chartered Accountants (FRN 109823W), as Internal Auditor of the
Company for the financial year 2025-26 to carry out internal audit of
the Company. They have carried out internal audit for the Financial
Year 2024-25.

The findings and observations of the Internal Auditors are
submitted to the Audit Committee at regular intervals. Based on
these reports, the management takes appropriate corrective
actions and implements the auditors'' recommendations across
relevant functions. This process contributes to the continuous
strengthening of the internal control framework and enhances
operational efficiency and compliance.

Cost Auditors:

In accordance with the provisions of Section 148 of the Companies
Act, 2013, read with the Companies (Cost Records and Audit)
Amendment Rules, 2014 as amended from time to time, the
Company has maintained proper cost records as required under the
Act and the Board of Directors, upon recommendation of the Audit
Committee at their meeting held on 26^th May 2025 appointed M/s.
V. J. Talati & Co., Cost Accountants, as Cost Auditor of the Company
for conducting the Cost Audit for the Financial year 2025-26 at a
remuneration as mutually agreed between the Board & Cost Auditor.
The said remuneration is subject to ratification by the members at
the ensuing 32^nd Annual General Meeting of the Company.

The Cost Audit Report for the financial year 2023-24 does not
contain any qualification, reservation or adverse remark.

Reporting of fraud by Auditors:

During the year under review, there were no instances of fraud
reported by the Statutory Auditors, Internal Auditor, Cost Auditor
or the Secretarial Auditor to report to the Audit Committee and/
or the Board under Section 143(12) of Act and the rules framed
thereunder.

PARTICULARS OF EMPLOYEES:

The statement of disclosure of Remuneration under Section197(12)
of the Act read with the Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 (''Rules'') is
appended as Annexure III to this Report.

The information as per the provisions of Section 197(12) of the Act
read with Rule 5(2) and 5(3) of the Rules is provided in a separate
annexure forming part of this Report. However, the Annual Report
is being sent to the Members of the Company excluding the said
annexure. In terms of Section 136 of the Act, the said annexure
is open for inspection at the Registered Office of your Company.
Any Member interested in obtaining a copy of the said statement
may write to the Company Secretary of the Company at investors@
bajajhealth.com .

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable mandatory
Secretarial Standards issued by the Institute of Company Secretaries
of India.

GENERAL DISCLOSURES:

ANNUAL RETURN:

The Annual Return as required under Section 92(3) read with
Section 134(3)(a) of the Companies Act, 2013 (''the Act'') in Form
MGT-7 is available on the website of the Company at https://www.
baiaihealth.com/wp-content/uploads/2025/08/MGT-7.pdf

RELATED PARTY TRANSACTIONS:

All related party transactions entered into during the financial year
were conducted in the ordinary course of business and on an arm''s
length basis, in accordance with the provisions of the Companies
Act, 2013. Accordingly, the provisions of Section 188 of the Act are
not attracted.

There were no materially significant transactions with related
parties that could have had a potential conflict with the interests of
the Company. Hence, the disclosure of particulars in Form AOC-2 is
not applicable.

The necessary disclosures as required under the Indian Accounting
Standards (IND-AS) have been made in the notes to the Financial
Statements forming part of this Annual Report.

The Company has adopted a Policy on Materiality of Related Party
Transactions and on dealing with Related Party Transactions which
is available on Company''s website https://www.baiaihealth.com/
wp-content/uploads/2025/02/11.02.2025-BHL-Revised-RPT-Policy.
pdf

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

The Company has always believed in providing a safe and harassment
free workplace for every individual working on the Company''s

premises through various practices and always endeavors to provide
an environment that is free from discrimination. All employees are
treated with dignity with a view to maintain a work environment
free of sexual harassment whether physical, verbal or psychological.

The Company has in place, Policy on Prevention, Prohibition
and Redressal of Sexual Harassment for Women at Workplace in
accordance with the requirements of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has also constituted an Internal Complaints
Committee (ICC) to redress the complaints, if any, received regarding
sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.

The Committee was re-constituted and approved by the Board in
its meeting held on 11^th February 2025.

Thp Cnmmiffpp rnmnrkp<; nf-

Sr. No.	Name of the Committee member(s)	Position in the Committee	Designation
1.	Ms. Namrata S. Bajaj	Presiding Officer	Whole-Time Director
2.	Mrs. Deepti Khasnis	Member	HR Executive
3.	Mrs. Meghana Jagtap	Member	Head Technical & Corporate Affairs
4.	Mrs. Shilpa Bhagat	Member	Senior Manager, Purchase
5.	Mr. Ajay Singh	Member	Legal Advisor

During the financial year under review, the Company has complied
with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harrasment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No
complaint pertaining to sexual harassment were received during
the financial year under review.

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

(a) Number of complaints pending at the beginning of the
year: Nil

(b) Number of complaints received during the year: Nil

(c) Number of complaints disposed off during the year: Nil

(d) Number of cases pending for more than 90 days: Nil

(e) Number of cases pending at the end of the year: Nil

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the
Regulators, Courts or Tribunals during the financial year under
review that would impact the going concern status of the Company
and its future operations.

However, during the year, the Company received GST order from
the Joint Commissioner, Vadodara-II, dated 25^th October 2024. The
order pertains to the Company claiming a refund of Input Tax Credit
(ITC) on exports under Rule 89(4) of the CGST Rules, 2017, instead
of Rule 89(4A)/(4B), under which the Company was otherwise
eligible. The matter does not have a material impact on the financial
statements or going concern assumption of the Company.

The Company has filed the writ petition against the aforementioned
GST Order in the Hon''ble High Court of Gujarat.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis for the year under review is
provided as separate section forming part of this Annual Report.

CORPORATE GOVERNANCE:

In compliance with the Regulation 34 read with Schedule V of the
Listing Regulations, a detailed report on Corporate Governance is
given as an Annexure IV and forms an integral part of this Annual
Report. A Certificate from Mr. Haresh Sanghvi, Company Secretary
in Practice confirming compliance of the conditions of Corporate
Governance as stipulated under the SEBI Listing Regulations is
appended to the Corporate Governance Report.

A Certificate of the CEO and CFO of the Company in terms of
Regulation 17(8) of the Listing Regulations is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework ofInternal Financial Controls and compliance
systems established and maintained by the Company, and the work
performed by the Internal, Statutory, Cost and Secretarial Auditors
including the Audit of Internal Financial Controls over financial
reporting by the Statutory Auditors as well as the reviews undertaken
by the Management and the relevant Board Committees, including
the Audit Committee, the Board is of the opinion that the Company''s
Internal Financial Controls were adequate and operating effectively
during the financial year 2024-25.

The Board of Directors acknowledge the responsibility for ensuring
compliance with the provisions of Section 134(3)(c) read with
Section 134(5) of the Act, in the preparation of annual accounts for
the year ended on 31^st March 2025 and confirm that:

a. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures;

b. the directors have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the company as at 31^st
March 2025 and of the profits of the Company for that period;

c. they have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of adequate
accounting records in accordance with the provisions of
this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. t he annual accounts of the Company have prepared on a
''going concern'' basis;

e. they have laid down Internal Financial Controls to be followed
by the Company and that such Internal Financial Controls are
adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY:

During the financial year under review, the provisions requiring
the Company to spend at least 2% of the average net profits of the
three immediately preceding financial years on Corporate Social
Responsibility (CSR) activities, in accordance with Section 135 of
the Companies Act, 2013, were not applicable, as the Company
incurred losses during the financial year 2023-24.

Notwithstanding the above, the Company voluntarily undertook CSR
activities during the year, focusing primarily on projects in the area
of Education, which is a notified activity under Schedule VII of the
Companies Act, 2013, and aligned with the Company''s CSR Policy.

The Report on CSR activities, as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, is annexed to
this Report and marked as Annexure - V, forming an integral part
of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION,
RESEARCH & DEVELOPMENT AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo stipulated under
section 134(3) (m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, are as follows:

I. Conservation of Energy

Steps taken on Energy Conservation -

Several initiatives have been successfully implemented to
promote energy conservation:

a. Solar Power Initiative:

Implemented a solar power project under Power
Purchase Agreements (PPA) with a capacity of upto 4.5
MW. This initiative is contributing to energy savings of
approximately ''1.6 crore per year.

b. Upgrade of Utility Pumps:

In the utility area, lower-efficiency pumps in the chilling
plant were replaced with high-efficiency pumps and
motors, resulting in significant energy savings.

c. Water Line Optimization:

General-use water lines were connected to the raw
water line, replacing the RO water line, thereby reducing
water treatment costs.

d. Replacement of Ejector Pumps:

Conventional vacuum water ejector pumps were
replaced with graphite ejector pumps, leading to
operational cost savings.

e. VFD Panel Installation:

A new Variable Frequency Drive (VFD) panel was installed
in the 50TR brine plant, enhancing energy efficiency.

f. Air Supply Line Upgrade:

Instrument PU tube air supply lines were replaced
with stainless steel (SS) lines to eliminate leakages and
prevent air wastage, thus saving energy.

g. Oil Vacuum Pump Replacement:

Oil-based vacuum pumps were replaced with water
ejector pumps, which offer lower maintenance and
reduced energy and oil consumption.

II. Technology Absorption

a. Ascorbic Acid Technology Transfer:

Signed a Memorandum of Understanding (MoU)
with ICT Mumbai for backward integration through
technology transfer related to Ascorbic Acid production.

b. Peptide Synthesis Development:

Bajaj Healthcare is actively developing selective peptide
molecules tailored to client requirements. The company
is utilizing both solid and liquid phase peptide synthesis
methods, scaling from milligram to gram levels in its
new R&D laboratory. The lab is equipped with dedicated
facilities for both synthesis and purification of peptides.

III. Research & Development

a. DSIR-Approved R&D Laboratory:

The R&D laboratory of Bajaj Healthcare Limited is
recognized by the Department of Scientific and
Industrial Research (DSIR), India.

b. Enhanced Research Facilities:

Advanced fume hoods, state-of-the-art equipment,
and facilities have been installed to support synthetic
research and scale-up activities for the development
of new API process technologies under safe and
controlled conditions.

c. Commercialization of Generic Molecules:

Several generic molecules under research have been
successfully commercialized at the plant scale, utilizing
environmentally friendly synthesis routes.

d. Novel Synthesis Routes:

R&D efforts are focused on developing novel, non¬
infringing synthesis routes for APIs, nutraceuticals, and
related substances through commercially viable and
eco-friendly processes.

e. Intellectual Property Development:

The company''s R&D strength lies in creating IP assets by
developing cost-effective and sustainable processes to
address complex chemical synthesis challenges.

f. Expansion of R&D Facilities:

Plans are underway to expand R&D facilities further
to focus on the development of advanced and
asymmetric APIs.

g. Skilled Scientific Team:

A highly qualified team of organic and analytical
chemists supports R&D activities, including
documentation, validation of test results as per
ICH guidelines, and preparation of high-quality
technical packages and Drug Master Files (DMFs) for
regulatory submissions.

Details of expenditure in R&D are as follows:

Nature of Expenditure	2024-25	2023-24
Recurring Expenditure
Salary Expenses of R&D Personne	216.78	123.59
R&D Chemical Purchase	75.60	33.57
Stores & Spares & Consumables in R&D	55.14	5.58
Consultancy charges	15.00	-
Travelling & Other Exp	0.88	0.07
Common Utilities Expenses	-	-
Capital Expenditure
Laboratory Equipment	213.81	3.10
Computer	4.08	-
Factory Building	70.00	-
Plant & Machinery	-	-
Total _i	651.29	165.91

IV. Foreign Exchange Earning and Outgo:

Earnings: Foreign Currency inflow amounting to
''12,047.82/- Lakhs

Outgo: Foreign Currency outgo amounting to

''11,471.76/- Lakhs

ENVIRONMENT AND POLLUTION CONTROL:

The Company remains fully committed to its responsibility towards a
cleaner and greener environment. Our environmental management
initiatives extend well beyond statutory compliance and are driven
by a deep-rooted commitment to sustainable development.

In line with this philosophy, the Company continues to adopt and
upgrade eco-friendly technologies across its operations as part of
its growth and expansion programs, thereby ensuring harmony
with nature.

During the year under review, the Company actively undertook
afforestation initiatives, including the maintenance of a forest area
and the plantation of 1347 number of trees and plants around
its factory premises in the states of Gujarat and Maharashtra.
These efforts reflect our ongoing dedication to environmental
conservation and improving green cover in the regions where we
operate.

STATUTORY COMPLIANCES:

The Company has complied with all applicable statutory and
regulatory requirements during the year under review. A declaration
confirming compliance with the provisions of Companies Act, 2013
& SEBI Regulations was placed by the Chief Financial Officer (CFO)
at quarterly meetings of the Board of Directors.

The Company maintains a strong internal mechanism to ensure
timely and effective compliance with the requirements of the
Companies Act, 2013 & Securities and Exchange Board of India (SEBI)
Regulations, and other applicable statutory authorities. This reflects
the Company''s commitment to sound governance practices and
regulatory transparency.

THE DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC, 2016) DURING THE
YEAR:

During the financial year under review, the Company has not made
any application under Insolvency and Bankruptcy Code 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM BANKS AND FINANCIAL
INSTITUTIONS ALONG WITH REASONS THEREOF:

During the financial year under review, the Company has not
entered into any One Time Settlement with Banks or Financial
Institutions.

MATERNITY BENEFIT ACT, 1961:

The Company confirms its compliance with the applicable
provisions of the Maternity Benefit Act 1961.

GENDER-WISE EMPLOYEE STRENGTH:

The Company has total gender wise employee strength as on 31^st
March 2025 as follows:

Sr. No.	Particulars of Employees	No. of Employees	%age of total employees
1.	Total Male Employees	939	92.15
2.	Total Female Employees	80	7.85
3.	Total Transgender Employees	0	0.00

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their sincere gratitude
to the various Central and State Government Departments,
Organizations, and Agencies for their continued support and
cooperation during the year.

The Directors also wish to place on record their heartfelt
appreciation to all stakeholders of the Company—including
customers, members, dealers, vendors, banks, and other business
associates—for their unwavering support and trust.

The Board further acknowledges and commends the commitment,
dedication, and hard work demonstrated by all employees, which
has been instrumental in the Company''s achievements throughout
the year.

A special note of thanks is extended to Mr. Sajankumar R. Bajaj,
Chairman & Managing Director and to Mr. Anil Champalal Jain,
Managing Directors of the Company for their visionary leadership
and tireless efforts that have significantly contributed to the
Company''s sustained progress and growth.

For and on behalf of the Board of Directors
of Bajaj Healthcare Limited

Sd/- Sd/-

Anil Champalal Jain Namrata Sajankumar Bajaj

Managing Director Whole-Time director

DIN: 00226137 DIN: 05327071

Date: 28^th July 2025
Place: Thane

---

Mar 31, 2024

Your Directors have pleasure in presenting their 31st Board Report together with the Audited Financial Statements for the financial year ended 31st March, 2024.

FINANCIAL PERFORMANCE OF THE COMPANY:

('' in Lakhs)
	Year Ended 31st March, 2024	Year Ended 31st March, 2023
Gross Income	48,210.42	64,738.59
Profit before Interest, Depreciation & Tax	8,495.19	11,295.98
Finance Charges	2,967.98	1,756.10
Provision for Depreciation	2,761.95	1,720.82
Profit before Tax	(1,667.55)	7,818.21
Less: Current Tax /Deferred Tax	(2,34.89)	1,464.97
Net Profit after Tax/Loss & Surplus carried to Balance Sheet	(1,432.66)	6,353.24
Earnings Per Share	(30.36)	15.59

The Company''s gross revenue for the year decreased to ''48,210.42/-lakhs as compared to last year''s ''64,738.59/- lakhs, which includes the domestic turnover of ''35,920.79/- lakhs as compared to last year''s domestic turnover of ''44,399.61/- lakhs, and the export turnover of ''11,421/- Lakhs as compared to last year''s export turnover of ''20,180/- Lakhs.

The loss during the year from continued operation amounted to ''1,432.66 lakhs as compared to net profit after tax of ''6,353.24/-lakhs in the previous year.

DIVIDEND:

The Board of Directors at their meeting held on 24th May, 2024, has recommended payment of ''1.00/- (Rupee One Only) (20%) as Final dividend per equity share of the face value of ''5/- (Rupees five only) each, for the financial year ended 31st March, 2024. The payment of Final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) is available on the Company''s website at https://www.bajajhealth.com/wp-content/ uploads/2022/07/Dividend-Distribution-Policy.pdf.

In view of the changes made under the Income-tax Act, 1961, by the

Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

DEPOSITS:

The Company has not accepted any deposit from the public during the year under review and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

CHANGE IN THE NATURE OF BUSINESS:

There are no changes in the nature of business of the Company.

ANNUAL RETURN:

The Annual Return as required under sub-section (3) of Section 92 read with clause (a) sub-section (3) of Section 134 of the Companies Act, 2013 (''the Act'') in Form MGT-7 is available on the website of the Company at https://www.bajajhealth.com/stock-exchange-intimation-2024-25/

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Company has not transferred any amount to General Reserves for the financial year 2023-24.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

Pursuant to the provisions of Section 124 of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the declared dividends, which remain unpaid or unclaimed for a period of 7 (seven) years from the date of its transfer to unpaid/unclaimed dividend account are required to be transferred by the Company to Investor Education and Protection Fund (IEPF). Details of unpaid/unclaimed dividend are a part of the Report on Corporate Governance that forms part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT: There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to which the financial statement relates and the date of the report.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

The Company has no Subsidiary, Joint venture or Associate Company.

SHARE CAPITAL:

Sub Division/Split of Equity Shares:

During the year under review, there was no changes in the capital structure of the Company.

Buy Back of Securities/ Sweat Equity/ Employees Stock Option Plan

During the year under review, the Company has not bought back any of its securities nor issued any Sweat Equity Shares nor provided any Stock Option Scheme to the employees. The disclosure pertaining to an explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

TRADING OF COMPANY''S EQUITY SHARES ON STOCK EXCHANGE:

The Company''s equity shares were actively traded on BSE Limited and National Stock Exchange of India Limited and were not suspended during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board has an optimum combination of Executive and Non-Executive Directors and is headed by an Executive Chairman, Mr. Sajankumar R. Bajaj. The Board of the Company is diverse in terms of qualification, competence, skills and expertise which enables it to ensure long-term value creation for all the stakeholders.

Induction to the Board:

Based on the recommendation ofthe Nomination and Remuneration Committee (NRC) and subject to the approval of the shareholders, the Board, in accordance with the provisions of Section 149 read

with Schedule IV to the Act and applicable SEBI Listing Regulations, appointed Mr. Sandeep Shah (DIN: 06402659) as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from 14th June, 2023 till 13th June, 2028. The shareholders of the Company approved the appointment of Mr. Sandeep Shah as an Independent Director of the Company by way of a Special Resolution on 5th August, 2023 by way of Postal Ballot, for the abovementioned tenure.

Appointment/Re-appointment of Directors in AGM

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Dhananjay Hatle (DIN: 00226390), an Executive Director is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board recommends his reappointment.

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief resume of the Directors proposed to be appointed/re-appointed is given in the Notice convening 31st Annual General Meeting.

Key Managerial Personnel:

As on 31st March, 2024, Mr. Sajankumar Bajaj, Chairman & Managing Director; Mr. Dayashankar Patel, Chief Financial Officer and Ms. Apurva Bandivadekar, Company Secretary & Compliance Officer, are the Key Managerial Personnel of the Company.

Mr. Aakash T. Keshari resigned as Company Secretary & Compliance Officer of the Company with effect from close of business hours of 3rd February, 2024.

Ms. Apurva Bandivadekar was appointed as Company Secretary & Compliance Officer of the Company with effect from 9th February, 2024.

Mr. Dayashankar Patel was appointed as Chief Financial Officer of the Company with effect from 6th May, 2024.

Cessation:

Mr. Avinash Dalal (DIN: 03574325), resigned as Independent Director of the Company w.e.f. close of business hours of 26th December, 2023.

Mr. Rupesh Nikam (DIN: 07007815), resigned as Whole-Time Director and Chief Financial Officer of the Company w.e.f. close of business hours of 9th February, 2024.

Independent Director(s):

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. The terms and conditions of appointment of Independent Directors are disclosed on the website of the Company.

In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified under the Act and Listing Regulations and are independent of the management.

Number of Meetings of the Board:

During the year, 7 (Seven) Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Act. The details of meetings of the Board are provided in the Report on Corporate Governance that forms part of this Annual Report.

Performance evaluation of the Board:

The formal annual evaluation has been done by the Board of its own performance and that of its Committees and Individual Directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company.

The performance evaluation of the Chairman, non-independent Directors and Board as a whole was also carried out by the Independent Directors at their separate meeting held as on 9th February, 2024 inter alia to:

i. To evaluate the performance of non-independent directors and the Board as a whole;

ii. To evaluate performance of the Chairman and Managing Director of the Company; and

iii. To evaluate the quality, quantity and timelines of flow of information between the executive management and the Board.

The suggestions made at the meeting of the Independent Directors were communicated to the Board, Chairman and the Executive Directors for taking appropriate steps. The majority of Independent Directors were present at the meeting. The Directors expressed their satisfaction with the evaluation process.

Committees of the Board:

With a view to have a more focused attention on various facets of business and for better accountability, the Board has constituted a set of Committees in accordance with the requirements of the Act and Listing Regulations. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The statutorily mandated Committees constituted under the provisions of the Act and Listing Regulations are Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee, Stakeholders'' Relationship Committee and Risk Management Committee.

A detailed note on the composition of the Committees, terms of reference and other such details of these Committees are provided in the Report on Corporate Governance forming part of this Annual Report. During the year under review, the Board has accepted all the recommendations of the Audit Committee and of all other Committees of the Board.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS:

All Independent Directors are familiarized with the operations and functioning of the Company. The details of the training and familiarisation program are provided in the Corporate Governance Report and are also available on the website of the Company at https://www.bajajhealth.com/policies/

NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations and on recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted a policy on Criteria for Selection and Appointment of Directors, Senior Management Personnel and their remuneration. Nomination and Remuneration policy is applicable to all Directors, Key Managerial Personnel (KMP), Senior Management team and other employees of the Company. The Nomination and Remuneration Policy of the Company has been uploaded on the Company''s website at https://www.bajajhealth.com/policies/

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Section 177(9) and (10) of the Act, the Company has adopted a Whistle Blower Policy for establishing vigil mechanism for the Employees and Directors to report to the Audit Committee Chairman, genuine concerns, unethical behavior and irregularities, if any noticed by them, in the Company which can adversely affects Company''s operations. The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported by Employees/ Directors to date. The said policy is available on the Company''s website http://www. bajajhealth. com/wp-content/uploads/2020/05/whistle-blowerpolicy.pdf

INSIDER TRADING CODE

The Company has adopted an ''Code of Conduct to regulate, monitor and report trading by designated persons in Listed or Proposed to be Listed Securities'' ("the Code”) in accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations). This Code is displayed on the Company''s website. The object of the PIT Regulations is to curb the practice of insider trading in the securities of a listed Company. The Code is applicable to Promoters and Promoter''s Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Code is available on the Company''s website at https://www.bajajhealth.com/wp-content/ uploads/2021/06/CODE-FOR-UPSI.pdf.

The Company Secretary appointed serves as the Compliance Officer to ensure compliance and effective implementation of the Insider Trading Code. Matters related to the insider trading code are reported to the Audit Committee.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:

The Business Responsibility and Sustainability Report of the Company for the year ended 31st March, 2024, forms part of the Annual Report and is marked as Annexure A and is also made available on the website of the Company at www.bajajhealth.com.

RISK MANAGEMENT:

Risk management is integral to your Company''s strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits. Mitigation plans for significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership.

Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Company''s Senior Management including, where appropriate, the Chairman & Managing Director, the Chief Financial Officer, the Audit Committee and the Board.

Mitigation plans to significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the Senior Managements.

The Board approved an overarching Risk Management Policy. The Policy synopsis is available on the website at http://www. bajajhealth.com/policies/.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Adequate internal control system commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal Control systems comprising of policies and procedure are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Company has an adequate Internal Financial Controls System for financial reporting which ensures that all transactions are authorised, recorded, and reported correctly in a timely manner. The Company''s Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company.

AUDITORS AND THEIR REPORT

Statutory Auditors:

M/s. Chaturvedi & Agrawal, Chartered Accountants (Firm Registration No. 101717W) were appointed as Statutory Auditors of the Company at the 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting.

However, M/s. Chaturvedi & Agrawal, Chartered Accountants, resigned from the office of the Statutory Auditors of the Company w.e.f. 30th May, 2023.

Subsequently, in compliance with Section 139 (8) of the Companies Act 2013 and on the recommendation of the Audit Committee,

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) were appointed by the Board of Directors of the Company subject to approval of shareholders as the Statutory Auditors of the Company to hold office from 28th June, 2023 till the conclusion of the 30th Annual General Meeting of the Company. The said appointment was subsequently approved/ ratified by the Shareholders of the Company on 5th August, 2023, by way of Postal Ballot.

Further, M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) were appointed as Statutory Auditors of the Company by the members at the 30th AGM of the Company held on 30th September, 2023, for a period of five consecutive years to hold the office till the conclusion of the 35th Annual General Meeting to be held in the year 2028.

The Auditor''s report for the financial year ended 31st March, 2024, on financial statements of the Company forms a part of this Annual Report. The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year 2023-24. The observations and comments given by the Auditors in their report read together with notes to Accounts are self-explanatory and hence do not call for any further comments under section 134 of the Act.

Cost Auditors:

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records are maintained by the Company in respect of its Drugs & Pharmaceuticals business are required to be audited by a Cost Accountant in practice. M/s. V. J. Talati & Co. Cost Accountants, have carried out the cost audit for applicable products during the financial year 2023-24.

The Board of Directors, upon the recommendation of the Audit Committee, has appointed M/s. V. J. Talati & Co., Cost Accountants, for this purpose for the financial year 2024-25.

The remuneration proposed to be paid to the Cost Auditors, subject to ratification by the members of the Company at the ensuing 31st AGM, would not exceed ''3.50 lakhs (Rupees Three lakh Fifty Thousand Only) excluding taxes and out-of-pocket expenses, if any for the financial year 2024-25.

The Cost Audit Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark.

Internal Auditors:

The Board of Directors of the Company has appointed M/s. V J Shah & Co., Chartered Accountants (FRN 109823W) as Internal Auditors of the Company for the financial Year 2024-25.

The Internal Auditors submit their reports to the Audit Committee on a periodic basis. Based on the report of Internal Audit, the management undertakes corrective action in their respective areas and thereby strengthens the controls.

Secretarial Auditor:

The Board of Directors of the Company has appointed Mr. Haresh Sanghvi, Practicing Company Secretary (M. No. 2259/CoP: 3675), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2024-25. The Company has received

consent from Mr. Haresh Sanghvi to act as the secretarial auditor for conducting an audit of the secretarial records for the financial year ending 31st March, 2025.

The Secretarial Audit Report for the financial year ended 31st March, 2024, issued by Mr. Haresh Sanghvi is enclosed with this report and marked as Annexure - I.

The Secretarial Compliance Report for the financial year ended 31st March, 2024, issued by Mr. Haresh Sanghvi, in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations, is enclosed with this report and marked as Annexure-II. The Secretarial Compliance Report has been voluntarily disclosed as part of the Annual Report as good disclosure practice.

Secretarial Compliance Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report contains remarks which are self-explanatory.

Reporting of fraud by Auditors:

There was no instance of fraud during the year under review, which required the Statutory Auditors, Internal Auditor, Cost Auditor or/ and the Secretarial Auditor to report to the Audit Committee and/or the Board under Section 143(12) of Act and Rules framed thereunder.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

GENERAL DISCLOSURES:

Related Party Transactions:

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing Form AOC-2 is not required. Suitable disclosure as required by the IND-AS has been made in the notes to the Financial Statements.

Particulars of Loans, Guarantee and Investments:

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2024, have been disclosed in the Financial Statements of the Company.

Cash Flow Analysis:

The cash flow statement for the year ended 31st March, 2024 is annexed with the financial statements.

Particulars of Employees:

Information required in accordance with Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board''s Report for the year ended 31st March, 2024 is annexed and marked as Annexure III to Board''s 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 the second proviso to 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 Office address or by email to investors@ bajajhealth.com.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has always believed in providing a safe and harassment free workplace for every individual working on the Company''s premises through various practices and always endeavors to provide an environment that is free from discrimination. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Company has in place, policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup as per the statutory requirements, to redress complaints regarding sexual harassment.

During the year 2023-24, ICC did not receive complaints of sexual harassment from any employees.

Significant and Material Orders passed by the Regulators or Courts or Tribunals:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis for the year under review is provided as separate section forming part of this Annual Report.

CORPORATE GOVERNANCE:

Report on Corporate Governance and Certificate from Mr. Haresh Sanghvi, Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, are provided in a separate section forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Act, in the preparation of annual accounts for the year ended on 31st March, 2024 and confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true

and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. t he directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY:

As a part of its initiative under the "Corporate Social Responsibility” (CSR) drive, the Company has undertaken projects in the area of healthcare. This project is in accordance with Schedule VII of the Act and the Company''s CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed and marked as Annexure -IV which forms an integral part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:

I. Conservation of Energy:

Steps taken on Energy Conservation -

Many steps towards energy conservation has taken & implemented successfully.

a. Commissioned low pressure steam turbine. This works on back pressure of steam boiler & generates electrical power of 100 KW/HR.

b. I nstalled Solar Panels of capacity of 700 KW in vacant land of factory premises.

c. To prevent heat loss replaced old insulation of reactors and cold well of brine storage tank.

d. Installed softener plant capacity of 10 M3/HR to improve cooling water quality and efficient running of chilling plant. This prevents scaling & ensure better heat transfer & saves energy.

e. Installed DM plant to improve boiler feed water quality and run efficiently. This saves scaling in tubes & enhances life of boiler tubes.

f. Replaced the condenser of Brine Plant 2 by higher capacity to run machine efficiently.

g. Replaced steam trap by float type. This controls live steam wastage & helps improving steam savings.

II. Technology Absorption:

a. Cooling tower blades replaced by new designed FRP Pumps.

b. For distillation column, old structured packing replaced with new one.

c. Mercury vapour lamps replaced by LED Lamps.

III. Research & Development:

a R&D Laboratory of Bajaj Healthcare Limited is already approved by DSIR (Department of Scientific and Industrial Research), India.

b. We added efficient fume-hoods, sophisticated equipment and facilities for carrying out synthetic research and scale-up activities to develop new process technology for APIs under safe conditions.

c. R&D works on different generic molecules are under process. Some of products have been commercialised at plant scale using environment friendly routes.

d. R&D focus on developing novel non-infringing routes of syntheses for highly recommended "active pharmaceutical ingredients, Nutraceuticals & related substances through commercially viable and environment friendly processes.

e. The company''s R&D strength is in creating intellectual property assets by developing non-infringing, novel, cost effective and environmentally friendly processes for APIs and finding easier solutions to complex chemistry challenges.

f. With the regular progression in the business, our company intends to emphasise on further expansion of R&D facilities for development of technologically advanced, asymmetric active pharmaceutical ingredients.

g. To achieve highest level of challenges of R&D activities, Bajaj Healthcare Limited has developed a talented pool of scientists including organic/analytical chemists provide support to our R&D through documentation and validation of test results as per ICH guidelines and assist the regulatory affairs to prepare high quality technical packages and drug master files.

h. The Company has obtained approval for In-house R & D Facility from the Department of Scientific and Industrial Research (DSIR) vide letter No. TU/IV-RD/4031/2022 dated 16th June, 2022 for the purpose of section 35(2AB) of the Income Tax Act, 1961 valid till 31st March, 2025 subject to the condition underline therein and renewed subsequently thereof.

Details of expenditure in R&D are as follows ('' in Lakhs):
Nature of Expenditure 1	2023-24	2022-23
Revenue Expenditure:
Salary Expenses of R&D	123.59	105.30
Personnel
R & D Chemical Purchase	33.57	136.54
Stores & Spares & Consumables	5.58	15.37
in R & D
Travelling & Other Exp.	0.07	8.90
Common Utilities Expenses		45.47
Capital Expenditure:
Laboratory Equipment	3.10	17.73
Computer		2.40
Factory Building		41.74
Plant & Machinery		24.29
TOTAL	165.91	397.74

IV. Foreign Exchange Earning and Outgo:
Earnings: Foreign ''13,861.28/- Lakhs	Currency	inflow	amounting to
Outgo: Foreign ''6,946.47/- Lakhs	Currency	outgo	amounting to

ENVIRONMENT AND POLLUTION CONTROL:

The Company is well aware of its responsibility towards a better and clean environment. Our efforts in environment management go well beyond mere compliance with statutory requirements. The Company has always maintained harmony with nature by adopting eco-friendly technologies and upgrading the same from time to time incidental to its growth programs.

STATUTORY COMPLIANCES:

The Company has complied with all the statutory requirements. A declaration regarding compliance with the provisions of the various statutes is also made by the Chief Financial Officer at each Board Meeting. The Company ensures compliance with the ROC, SEBI Regulations and various statutory authorities.

CORPORATE ACTION:

The Company has not failed to implement any corporate action during the year under review.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC, 2016) DURING THE YEAR ALONG WITH STATUS AT THE END OF THE FINANCIAL YEAR:

The Company has not made any application, nor any proceeding is pending against the company under IBC, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

Since the Company has not entered into any One Time Settlement with Banks or Financial Institutions, the above statement is not applicable to us.

ACKNOWLEDGEMENTS:

Your Directors express their gratitude to various Central and State Government Departments, Organizations and Agencies for their continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks, and other business associates for the excellent support received from them during the year. The Board also wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees.

The Directors express their special thanks to Mr. Sajankumar R. Bajaj, Chairman & Managing Director for his untiring efforts for the progress of the Company.

---

Mar 31, 2023

Your Directors have pleasure in presenting their 30th Board Report together with the Audited Financial Statements for the financial year ended 31st March, 2023.

FINANCIAL PERFORMANCE OF THE COMPANY:

(Rs. in Lakhs)
	Year Ended 31st March, 2023	Year Ended 31st March, 2022
Gross Income	67,488.96	68,133.39
Profit before Interest, Depreciation & Tax	10,844.41	11,994.50
Finance Charges	2,287.24	1,262.38
Provision for Depreciation	2,735.54	1,763.66
Profit before Tax	5,821.63	8,968.46
Less: Current Tax /Deferred Tax	1,519.19	1,829.87
Net Profit after Tax	4,302.43	7,138.59
Surplus carried to Balance Sheet	4,302.43	7,138.59
Earnings Per Share (in C)	15.59	25.87

The Company''s Gross Revenue for the year decreased to H 67,488.96 lakhs as compared to last year''s H 68,133.39 Lakhs, which includes the Domestic Turnover of H 44,712.16 Lakhs as compared to last year''s Domestic Turnover of H 51,139.08 Lakhs, and the Export Turnover of H 22,617.04 Lakhs as compared to last year''s export turnover of H 16,849.90 Lakhs.

The net profit after tax during the year amounted to H 4,302.43 Lakhs as compared to net Profit of H 7,138.59 Lakhs in the previous year.

DIVIDEND:

The Board of Directors at their meeting held on 30th May, 2023, has recommended payment of H 1.00/- (Rupee One Only) (20%) as Final dividend per equity share of the face value of H 05/- (Rupees five only) each, for the financial year ended 31st March, 2023. The payment of Final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available on the Company''s website at https://www.bajajhealth.com/wp-content/ uploads/2022/07/Dividend-Distribution-Policy.pdf.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

DEPOSITS:

The Company has not accepted any deposit from public during the year under review and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

CHANGE IN NATURE OF BUSINESS:

There are no changes in the nature of business of the Company.

ANNUAL RETURN:

The Annual Return as required under sub-section (3) of Section 92 read with clause (a) sub-section (3) of Section 134 of the Companies Act, 2013 (''the Act'') in Form MGT-7 is available on the website of the Company at http://www.bajajhealth.com/stock-exchangeintimation-2023-24.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Company has not transferred any amount to General Reserves for the financial year 2022-2023.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

Pursuant to the provisions of Section 124 of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the declared dividends, which remains unpaid or unclaimed for a period of 7 (seven) years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF). Details of unpaid/unclaimed dividend is a part of Report on Corporate Governance that forms part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEENTHE END OFTHEFINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

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

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

The Company has no Subsidiary, Joint venture or Associate Company.

SHARE CAPITAL:

Sub Division/Split of Equity Shares:

During the year under review there was no changes in the capital Structure of the Company.

Buy Back of Securities/ Sweat Equity/ Employees Stock Option Plan

During the year under review, the Company has not bought back any of its securities nor issued any Sweat Equity Shares nor provided any Stock Option Scheme to the employees during the year under review.

The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

LISTING OF COMPANY''S EQUITY SHARES:

The Company''s equity shares were actively traded on BSE Limited and National Stock Exchange of India Limited and were not suspended during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board has an optimum combination of Executive and NonExecutive Directors and is headed by an Executive Chairman, Mr. Sajankumar R. Bajaj. The Board of the Company is diverse in terms of qualification, competence, skills and expertise which enables it to ensure long term value creation for all the stakeholders.

Change in Composition

Director retires by rotation:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Pakshal A. Jain (DIN: 08776385), an Executive Director is retiring by rotation at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment. The Board recommends his re-appointment.

Appointment / Re-appointment of Directors:

Mr. Sajankumar R. Bajaj (DIN 00225950) was appointed as the Chairman and Managing Director of the Company for a period of three years from 1st April, 2020 upto 31st March, 2023. Based on the recommendation of the Nomination and Remuneration Committee given at its meeting held on 31st March, 2023, the Board of Directors at their meeting held on 18th April, 2023 has proposed the re-appointment of Mr. Sajankumar R. Bajaj as Chairman and Managing Director of the Company for a period of 3 (three) years with effect from 1st April, 2023, subject to approval

of the shareholders. On May 24, 2023, the Shareholders of the Company, by way of a postal ballot, approved the reappointment of Mr. Sajankumar R. Bajaj as Chairman and Managing Director of the Company for the above-mentioned tenure.

Mr. Anil C. Jain (DIN 00226137) was appointed as the Managing Director of the Company for a period of three years from 1st April, 2020 upto 31st March, 2023. Based on the recommendation of the Nomination and Remuneration Committee given at its meeting held on 31st March, 2023, the Board of Directors at their meeting held on 18th April, 2023 has proposed the re-appointment of Mr. Anil C. Jain as Managing Director of the Company for a period of 3 (three) years with effect from 1st April, 2023, subject to approval of the shareholders. On May 24, 2023, the Shareholders of the Company, by way of a postal ballot, approved the reappointment of Mr. Anil C. Jain as Managing Director of the Company for the above-mentioned tenure.

Mr. Dhananjay S. Hatle (DIN 00226390), Ms. Namrata S. Bajaj (DIN 05327071) and Mr. Rupesh H. Nikam (DIN 07007815) were also appointed as the Whole Time Directors of the Company for a period of three years from 1st April, 2020 upto 31st March, 2023. Based on the recommendation of the Nomination and Remuneration Committee given at its meeting held on 31st March, 2023, the Board of Directors at their meeting held on 18th April, 2023 has proposed the re-appointment of Mr. Dhananjay S. Hatle (DIN 00226390), Ms. Namrata S. Bajaj (DIN 05327071) and Mr. Rupesh H. Nikam (DIN 07007815) as Whole Time Directors of the Company for a period of 3 (three) years with effect from 1st April, 2023, subject to approval of the shareholders. On May 24, 2023, the Shareholders of the Company, by way of a postal ballot, approved the reappointment of Mr. Dhananjay S. Hatle (DIN 00226390), Ms. Namrata S. Bajaj (DIN 05327071) and Mr. Rupesh H. Nikam (DIN 07007815) as Whole Time Director of the Company for the above-mentioned tenure.

Mr. Pakshal A. Jain (DIN 08776385), was also appointed as the Whole Time Director of the Company for a period of three years from 30th June, 2020 upto 29th June, 2023. Base on the recommendation of the nomination and remuneration committee meeting held on 31st March, 2023, the Board of Director at their meeting held on 18th April, 2023 has proposed the re-appointment of Mr. Pakshal A. Jain (DIN 08776385) as Whole Time Director of the Company for a period of 3 (three) years with effect from 30th June, 2023, subject to approval of the shareholder. On May 24, 2023, the Shareholders of the Company, by way of a postal ballot, approved the reappointment of Mr. Pakshal A. Jain (DIN 08776385) as Whole Time Director of the Company for the above-mentioned tenure.

Resignation of Director

Mr. Luke B. Fernendez (DIN 01110174), Non-Executive Independent Director of the Company has resigned with effect from 16th March, 2023 from the directorship of the Company. The Company is in search of suitable candidate in place of Mr. Luke B. Fernendez.

Key Managerial Personnel:

As on 31st March, 2023, Mr. Sajankumar R. Bajaj, Chairman & Managing Director; Mr. Rupesh H. Nikam, Whole-time Director & Chief Financial Officer and Mr. Aakash T. Keshari, Company Secretary & Compliance Officer, are the Key Managerial Personnel of the Company.

Independent Director(s):

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. The terms and conditions of appointment of Independent Directors are disclosed on the website of the Company.

In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified under the Act and Listing Regulations and are independent of the management.

Number of Meetings of the Board:

During the year, 4 (Four) Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Act. The details of meetings of the Board are provided in the Report on Corporate Governance that forms part of this Annual Report.

Performance evaluation of the Board:

The formal annual evaluation has been done by the Board of its own performance and that of its Committees and Individual Directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company.

The performance evaluation of the Chairman, non-independent Directors and Board as a whole was also carried out by the Independent Directors at their separate meeting held as on 13th February, 2023 inter alia to:

i. To evaluate the performance of non-independent directors and the Board as a whole;

ii. To evaluate performance of the Chairman and Managing Director of the Company; and

iii. To evaluate the quality, quantity and timelines of flow of information between the executive management and the Board.

The suggestions made at the meeting of the Independent Directors were communicated to the Board, Chairman and the Executive Director for taking appropriate steps. All Independent Directors were present at the meeting. The Directors expressed their satisfaction with the evaluation process.

Committees of the Board

With a view to have more focused attention on various facets of business and for better accountability, the Board has constituted a set of Committees in accordance with the requirements of the

Act and Listing Regulations. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The Statutory mandated Committees constituted under the provisions of the Act and Listing Regulations are Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee, Stakeholders'' Relationship Committee and Risk Management Committee. The Composition of Audit Committee of the Company are Mr. Luke B. Fernandez as Chairman and Mr. Hemant R. Karnik & Mr. Rupesh H. Nikam as member. Mr. Luke B. Fernandez resigned from the post of NonExecutive Independent Director w.e.f. 16th March, 2023. Mr. Ram B. Banarse, Non-Executive Independent Director of the Company is appointed as a member of Audit Committee in place of Mr. Luke B. Fernendez.

A detailed note on the composition of the Committees, terms of reference and other such details of the audit committee along with other Committees are provided in the Report of Corporate Governance forming part of this Annual Report. During the year under review, the Board has accepted all the recommendations of Audit Committee and also of all other Committees of the Board.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

All Independent Directors are familiarized with the operations and functioning of the Company. The details of the training and familiarization program are provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations and on recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted a policy on Criteria for Selection and Appointment of Directors, Senior Management Personnel and their remuneration. Nomination and Remuneration policy is applicable to all Directors, Key Managerial Personnel (KMP), Senior Management team and other employees of the Company. The Nomination and Remuneration Policy of the Company has been uploaded on the Company''s website at http://www.bajajhealth.com/wp-content/ uploads/2020/05/REMUNERATION-POLICY.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Section 177(9) and (10) of the Act, the Company has adopted a Whistle Blower Policy for establishing vigil mechanism for the Employees and Directors to report to the Audit Committee Chairman, genuine concerns, unethical behavior and irregularities, if any noticed by them, in the Company which can adversely affects Company''s operations. The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported by Employees/ Directors till date. The said policy is available on the Company''s website http://www. bajajhealth.com/wp-content/uploads/2020/05/whistle-blower-policy.pdf

INSIDER TRADING CODE

The Company has adopted an ''Code of Conduct to regulate, monitor and report trading by designated persons in Listed or Proposed to be Listed Securities'' ("the Code") in accordance with the requirements of the Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations). This Code is displayed on the Company''s website. The object of the PIT Regulations is to curb the practice of insider trading in the securities of a listed Company.

The Code is applicable to Promoters and Promoter''s Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

The Business Responsibility and Sustainability Report of the Company for the year ended 31st March, 2023, forms part of the Annual Report and marked as Annexure A and is also made available on the website of the Company at www.bajajhealth.com.

RISK MANAGEMENT:

Risk management is integral to your Company''s strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits. Mitigation plans to significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership.

Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Company''s Senior Management including, where appropriate, the Chairman & Managing Director, the Chief Financial Officer, the Audit Committee and the Board.

Mitigation plans to significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the Senior Managements.

The Board approved an overarching Risk Management Policy. The Policy synopsis is available on the website at http://www. bajajhealth.com/policies/.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Adequate internal control system commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal Control systems comprising of policies and procedure are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Company has adequate Internal Financial Controls System over financial reporting which ensures that all transactions are

authorised, recorded, and reported correctly in a timely manner. The Company''s Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company.

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors:

M/s. Chaturvedi & Agrawal, Chartered Accountants (Firm

Registration No. 101717W) were appointed as Statutory Auditors of the Company at the 27th AGM till conclusion of 32nd Annual General Meeting

M/s. Chaturvedi & Agrawal, Chartered Accountants (Firm

Registration No. 101717W), have resigned from the office of the Statutory Auditor of the Company with effect from 30th May, 2023. The Company is in search of suitable Statutory Auditor in place of M/s. Chaturvedi & Agrawal, Chartered Accountants (Firm Registration No. 101717W)

The Auditor''s report for the financial year ended 31st March, 2023, on financial statements of the Company forms a part of this Annual Report. The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year 2022-23. The observations and comments given by the Auditors in their report read together with notes to Accounts are self-explanatory and hence do not call for any further comments under section 134 of the Act.

Cost Auditors:

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Drugs & Pharmaceuticals business are required to be audited by a Cost Accountant in practice. M/s V. J. Talati & Co. Cost Accountant, have carried out the cost audit for applicable products during the financial year 2022-23.

The Board of Directors of the Company, on the recommendation of the Audit Committee, have appointed M/s V. J. Talati & Co. Cost Accountant, as the Cost Auditors of the Company to conduct the audit of cost records of products for the financial year 2023-24.

The Company has received consent from M/s V. J. Talati & Co. Cost Accountant, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2023-24.

The remuneration proposed to be paid to the Cost Auditors, subject to ratification by the members of the Company at the ensuing 30th AGM, would not exceed ''3.25 lakhs (Rupees Three lakh Twenty Five Thousand Only) excluding taxes and out-of-pocket expenses, if any for the financial year 2023-24.

The Cost Audit Report for the financial year 2021-22 does not contain any qualification, reservation, or adverse remark.

Internal Auditors:

The Board of Directors of the Company have appointed M/s. Paresh Rakesh & Associates LLP, Chartered Accountants (FRN 119728W) as Internal Auditors of the Company for the financial Year 2023-24.

The Internal Auditors submit their reports to the Audit Committee on periodic basis. Based on the report of Internal Audit, the management undertakes corrective action in their respective areas and thereby strengthens the controls.

Secretarial Auditor:

The Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed Mr. Haresh Sanghvi, Practicing Company Secretary (M No. 2259/CoP: 3675), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2023-24. The Company has received consent from Haresh Sanghvi to act as the secretarial auditor for conducting audit of the secretarial records for the financial year ending 31st March, 2024.

The Secretarial Audit Report for the financial year ended 31st March, 2023, issued by Mr. Haresh Sanghvi is enclosed with this report and marked as Annexure-I

The Secretarial Compliance Report for the financial year ended 31st March, 2023, issued by Mr. Haresh Sanghvi, in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations, Sanghvi is enclosed with this report and marked as Annexure-II. The Secretarial Compliance Report has been voluntarily disclosed as part of Annual Report as good disclosure practice.

The Secretarial Audit Report and Secretarial Compliance Report do not contain any qualification, reservation or adverse remark.

Reporting of fraud by Auditors

There was no instance of fraud during the year under review, which required the Statutory Auditors, Internal Auditor, Cost Auditor or/ and the Secretarial Auditor to report to the Audit Committee and/or the Board under Section 143(12) of Act and Rules framed thereunder.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

GENERAL DISCLOSURES:

Related Party Transactions:

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

During the year under review, the Board of Directors based on recommendations of the Audit Committee approved revisions to the Policy on dealing with and materiality of Related Party Transactions and framework for transaction with related parties of the Company to define the ordinary course of business, review of material related party transactions and revise the thresholds for entering into transactions with related parties and terms thereto. The Company''s Policy on dealing with and materiality of related party transactions is available on the website of the Company http://www.bajajhealth.com/policies/

Particulars of Loans, Guarantee and Investments:

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2023, have been disclosed in the Financial Statements of the Company.

Cash Flow Analysis:

The cash flow statement for the year ended 31st March, 2023 is annexed with the financial statements.

Particulars of Employees:

Information required in accordance with Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of the Board''s Report for the year ended 31st March, 2023 is annexed and marked as Annexure III to Board''s 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 the second proviso to 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 Office address or by email to [email protected].

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company''s premises through various practices and always endeavors to provide an environment that is free from discrimination. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Company has in place, policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup as per the statutory requirements, to redress complaints regarding sexual harassment.

During the year 2022-23, ICC did not receive complaints of sexual harassment from any employees.

Significant and Material Orders passed by the Regulators or Courts or Tribunals:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis for the year under review is provided as separate section forming part of this Annual Report.

CORPORATE GOVERNANCE:

Report on Corporate Governance and Certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing

Regulations, are provided in a separate section forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Act, in the preparation of annual accounts for the year ended on 31st March, 2023 and confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of rural development and education. These projects are in accordance with Schedule VII of the Act and the Company''s CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed and marked as Annexure -IV which forms an integral part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated. Under section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:

I. Conservation of Energy:

Steps taken on Energy Conservation -

Many steps towards energy conservation has taken & implemented successfully.

a. Commissioned low pressure steam turbine. This works on back pressure of steam boiler & generates electrical power of 100 KW/HR.

b. I nstalled Solar Panels of capacity of 700 KW in vacant land of factory premises.

c. To prevent heat loss replaced old insulation of reactors and cold well of brine storage tank.

d. Installed softener plant capacity of 10 M3/HR to improve cooling water quality and efficient running of chilling plant. This prevents scaling & ensure better heat transfer & saves energy.

e. I nstalled DM plant to improve boiler feed water quality and run efficient. This saves scaling in tubes & enhances life of boiler tubes.

f. Replaced the condenser of Brine Plant 2 by higher capacity to run machine efficient.

g. Replaced steam trap by float type. This controls live steam wastage & helps improving steam savings.

II. Technology Absorption:

a. Cooling tower blades replaced by new designed FRP Pumps.

b. For distillation column, old structured packing replaced with new one.

c. Mercury vapour lamps replaced by LED Lamps.

III. Research & Development:

a. R&D Laboratory of Bajaj Healthcare Limited is already approved by DSIR (Department of Scientific and Industrial Research), India.

b. We added efficient fume-hoods, sophisticated equipment and facilities for carrying out synthetic research and scale-up activities to develop new process technology for APIs under safe conditions.

c. R&D works on different generic molecules are under process. Some of products have been commercialised at plant scale using environment friendly routes.

d. With the regular progression in the business, our company intends to emphasise on further expansion of R&D facilities for development of technologically advanced, asymmetric active pharmaceutical ingredients.

e. To achieve highest level of challenges of R&D activities, Bajaj Healthcare Limited has developed a talented pool of scientists including organic/analytical chemists provide support to our R&D through documentation and validation of test results as per ICH guidelines and assist the regulatory affairs to prepare high quality technical packages and drug master files.

h. The Company has obtained approval for In-house R & D Facility from the Department of Scientific and Industrial Research (DSIR) vide letter No. TU/IV-RD/4031/2022 dated 16th June, 2022 for the purpose of section 35(2AB) of the Income Tax Act, 1961 valid till 31st March 2025 subject to the condition underline therein.

Nature of Expenditure	Year Ended 31st March, 2023	Year Ended 31st March, 2022
Revenue Expenditure:
Salary Expenses of R&D Personnel	105.30	149.82
R & D Chemical Purchase	136.54	20.50
Stores & Spares & Consumables in R & D	15.37	35.45
Travelling & Other Exp.	8.90	23.06
Common Utilities Expenses	45.47	32.62
Capital Expenditure:
Laboratory Equipment	17.73	61.37
Computer	2.40	-
Factory Building	41.74	-
Plant & Machinery	24.29	-
TOTAL	397.74	322.82

IV. Foreign Exchange Earning and Outgo:

Earnings:

Foreign Currency inflow amounting to ''19,369.72/- Lakhs Outgo:

Foreign Currency outgo amounting to ''21,059.28/- Lakhs

ENVIRONMENT AND POLLUTION CONTROL:

The Company is well aware of its responsibility towards a better and clean environment. Our efforts in environment management go well beyond mere compliance with statutory requirements. The Company has always maintained harmony with nature by adopting eco-friendly technologies and upgrading the same from time to time incidental to its growth programs.

STATUTORY COMPLIANCES:

The Company has complied with all the statutory requirements. A declaration regarding compliance of the provisions of the various statutes is also made by the Chief Financial Officer at each Board Meeting. The Company ensures compliance of the ROC, SEBI Regulations and various statutory authorities.

CORPORATE ACTION:

The Company has not failed to implement any corporate action during the year under review.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC, 2016) DURING THE YEAR ALONG WITH STATUS AT THE END OF THE FINANCIAL YEAR:

The Company has not made any application nor any proceeding is pending against the company under IBC, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

Since the Company has not entered into any One Time Settlement with Banks or Financial Institutions, the above statement is not applicable to us.

ACKNOWLEDGEMENTS:

Your Directors express their gratitude to various Central and State Government Departments, Organizations and Agencies for their continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks, and other business associates for the excellent support received from them during the year. The Board also wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees.

The Directors express their special thanks to Mr. Sajankumar R. Bajaj, Chairman & Managing Director for his untiring efforts for the progress of the Company.

---

Mar 31, 2018

The Share Holders Bajaj Healthcare Limited

The Directors have pleasure in presenting 25^th Board Report alongwith Audited Statement of accounts and the Auditors Report of your company for the financial year ended 31st March, 2018.

FINANCIAL PERFORMANCE OF THE COMPANY:

(Rs. In Lakhs)

Particulars	Year Ended 31st March, 2018	Year Ended 31stMarch, 2017
Gross Income	32,917.58	23,304.58
Profit before Interest, Depreciation & Tax	4,129.22	3304.12
Finance Charges	752.41	800.59
Provision for Depreciation	1108.35	1134.55
Profit before Tax	2268.46	1368.98
Less: Current Tax /Deferred Tax	749.84	586.51
Net Profit after Tax	1518.63	782.47
Surplus carried to Balance Sheet	1518.63	782.47
Earnings Per Share	22.01	11.37

The Company''s Gross Turnover for the year increased to Rs. 32710.93 lakhs as compared to last year''s Rs. 23065.46 Lakhs, which includes the Domestic Turnover of Rs. 24736.39 Lakhs as compare to last year''s Domestic Turnover was Rs. 16,393.48 Lakhs and the Export Turnover of 7974.54 Lakhs as compared to last year''s export turnover of Rs.6671.99 Lakhs.

The net profit after tax during the year amounted to Rs. 1518.63 Lakhs as compared to net Profit of Rs.782.47 Lakhs in the previous year.

DIVIDEND AND RESERVES:

Your Directors recommend a payment of dividend of Rs. 1.00/- (i.e. 10%) per equity share for the year ended March 31, 2018. The dividend, if approved at the 25^th Annual General Meeting (AGM), will be paid to those members whose names appear in the Company''s Register of Members on Friday, 21^st September, 2018 (Record date).

DEPOSITS:

Company has not accepted any deposit from Public during the year.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There are no changes in Nature of Business of the Company during the year.

EXTRACT OF ANNUAL RETURN:

As per provision of Section 134 of the Companies Act, 2013, the details forming part of the extract of the Annual Return is annexed as Annexure-I in prescribed format MGT-9.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Company has not transferred any amount to General Reserves for the financial year 2017-2018.

MATERIAL CHANGES AND COMMITMENTS: Migration to Main Board of BSE Limited from SME Segment of BSE Limited:

The Board of Directors at its meeting held on 29^th May, 2018, has approved migration to Main Board of BSE Limited from SME Segment of BSE Limited, subject to necessary compliance & approvals.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

The Company has no Subsidiary, Joint venture or Associate Company as per Companies Act, 2013.

SHARE CAPITAL:

There are no changes in Share Capital of the Company.

DIRECTORS:

Composition and size of the Board:

The Board has an optimum combination of Executive and Non-Executive Independent Directors. The total strength of the Board is of 8 Directors in the financial year 2017-18 comprising of five Executive Directors out of which one is woman director. Further, the Board also comprises of three Non-Executive Independent Directors.

Director retires by rotation:

Mr. Rupesh Nikam, Director retires by rotation in terms of provisions of the Act at the ensuing Annual General Meeting of the Company and offers himself for re-appointment. The Board recommends his re-appointment.

As stipulated under the Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulations"), brief resume of the director proposed to be re-appointed is furnished along with the Explanatory Statement to the Notice to the 25^th Annual General Meeting of the Company.

Declaration by Independent Director(s):

The Company has received necessary declaration from each Independent Director of the Company under the provisions of section 149(7) of the Act, that they meet the criteria of independence as laid down in section 149 (6) of the Act and applicable provisions of the listing Regulations.

Number of Meetings of the Board:

During the year, 4 (Four) Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013.

Dates of Board Meeting held during the year 2017-18:

30/05/2017

23/08/2017 13/11/2017

12/03/2018

Details of Board meetings attended by Board of Directors:

Sr.No.	Name of Directors	No. of Meetings attended
1	Mr. Sajankumar Bajaj	4/4
2	Mr. Anil Jain	4/4
3	Mr. Dhananjay Halte	4/4
4	Mr. Namrata Bajaj	3/4
5	Mr. Rupesh Nikam	4/4
6	Mr. Vidyut Shah	4/4
7	Mr. Hemant Karnik	4/4
8	Mr. Ram Banarase	4/4

Company Secretary and Compliance Officer:

Sr. No.	Name of Compliance officer	Designation of Compliance officer
1	#Mr. Aakashkumar Keshari	Company Secretary

* Mr. Vipul Dubey has resigned from the post of Company Secretary & Compliance officer with effect from 30th June, 2017.

* Ms. Avani Mehta has been appointed as Company Secretary & Compliance officer by the board with effect from 1^st July, 2017 and resigned on 03^rd April, 2018.

^* Mr. Aakashkumar Keshari has been appointed as Company Secretary & Compliance officer by the board with effect from 04^th April, 2018.

COMMITTEES OF THE BOARD:

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas / activities as mandated by applicable regulation; which concern the Company and need a closer review. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by Members of the Board, as a part of good governance practice. The Chairman of the respective Committees informs the Board about the summary of the discussions held in the Committee Meetings. The minutes of the meetings of all Committees are placed before the Board for review. The Board has established the statutory and non-statutory Committees. The details of Statutory Committee are as follows::-

1. Audit Committee :

The Committee is comprises of two non-executive Independent Directors and one executive director as its members. The Chairman of the Committee is an Independent Director.

The audit committee assists the Board in the dissemination of the financial information and in overseeing the financial and accounting processes in the Company. The details of which are available on the Company''s Website www.baj aj health. com.

In order to ensure that activities of the Company and its employees are conducted in a fair and transparent manner, the Company has adopted a Whistle Blower Policy & Vigil Mechanism.

Composition of Audit Committee and Number of Meetings during the year

Sr. No.	Names of Member	Category of Directors	Position held in Committee
1	Mr. Vidyut Shah	Independent Director	Chairman
2	Mr. Hemant Karnik	Independent Director	Member
3	Mr. Rupesh Nikam	Executive Director	Member

4 meetings of the Committee were held during the year under review on 30th May, 2017; 23^rd August, 2017; 13^th November, 2017 and 12th March, 2018.

Terms of Reference:

The Terms of Reference of this committee cover the matters specified for Audit Committees under Section 177 of the Act and are as follows:

(A) Look after the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

(B) Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

(C) Reviewing with management the annual financial statements before submission to the Board, focusing primarily on:

(a) Any changes in accounting policies and practices.

(b) Major accounting entries based on exercise of judgment by management.

(c) Qualifications in draft audit report, if any.

(d) The going concern assumption.

(e) Compliance with accounting standards.

(f) Compliance with Stock Exchange and legal requirements concerning financial statements.

(g) Any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of Company at large.

(h) Reviewing with the management, External and Internal auditors the adequacy of Internal Control System and the Company has in place its own in house internal audit department to review the adequacy of internal audit function, including the structure of internal audit department, staff and seniority of official''s heading the department, reporting structure, coverage and frequency of internal audit.

(j) Reviewing the findings of any internal investigations in the matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.

(k) Discussion with external auditors before the audit commences nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

(l) Reviewing the Company''s financial and risk management policies.

(m)To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders in case of no non-payment of declared dividends and creditors.

(n) To look after Complaint received from employees and shareholder''s including any matter relating to affairs of the Company and Sexual Harassment of women.

2. Nomination and Remuneration Committee

The Committee was constituted as required under Section 178 of the Companies Act, 2013 and it comprises of three nonexecutive Independent Directors as its members. The Chairman of the Committee is an Independent Director.

Terms of Reference

The Terms of Reference of this committee cover the matters as follows:

(A) To determine the remuneration package for any Executive Directors as well as remuneration payable to the nonexecutive Directors and one level below the Board from year to year.

(B) To help in determining the appropriate size, diversity and composition of the Board;

(C) To recommend to the Board appointment/reappointment and removal of Directors;

(D) To frame criteria for determining qualifications, positive attributes and independence of Directors;

(E) To create an evaluation framework for Independent Directors and the Board;

(F) To delegate its powers to any member of the Committee or the Compliance Officer.

Composition of Nomination and Remuneration Committee and Number of Meetings during the year:

Sr. No.	Names of Members	Category of Directors	Position held in Committee
1	Mr. Ram Banarase	Independent Director	Chairman
2	Mr. Hemant Karnik	Independent Director	Member
3	Mr. Vidyut Shah	Independent Director	Member

One meeting of Nomination and remuneration committee was held during the year 30^th May, 2017.

Familiarization Program

In compliance with the requirement of Listing Regulations, the Independent Director have been familiarized on the Board of the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the entire industry.

3. Stakeholders'' Relationship Committee

The Board has formed Stakeholders'' Relationship Committee pursuant to provisions of Section 178 of the Companies Act, 2013.

Terms of Reference:

The Terms of Reference of this committee cover the matters as follows:

(A) To redress Shareholders and Investors complaints.

(B) To review all matters connected with the share transfers.

(C) To review status of legal cases involving the investors where the Company has been made a party.

Composition of the Stakeholders'' Relationship Committee and Number of Meetings during the year:

Sr. No.	Names of Members	Category of Directors	Position held in Committee
1	Mr. Hemant Karnik	Independent Director	Chairman
2	Mr. Ram Banarase	Independent Director	Member
3	Mr. Anil Jain	Executive Director	Member

No meeting of the Committee was held during the year under review.

4. Corporate Social Responsibility Committee:

Pursuant to Section 135 of Act and the rules made there-under, the Board has constituted the Corporate Social Responsibility (CSR) Committee, with three members, out of which two are executive and one is non-executive.

Terms of Reference:

(A) To review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

(B) To provide guidance on various CSR activities to be undertaken by the Company and to monitor process.

Composition of the Corporate Social Responsibility Committee and Number of Meetings during the year:

Sr. No.	Names of Members	Category of Director	Position held in Committee
1.	Mr. Sajankumar Bajaj	Executive Director	Chairman
2.	Mr. Ram Banarase	Independent Director	Member
3.	Mr. Rupesh Nikam	Executive Director	Member

One meeting of the Committee were held during the year under review on 12^th March, 2018.

RISK MANAGEMENT:

The Company implemented an integrated risk management approach though which it reviews and assesses significant risks on a regular basis to ensure that a robust system on risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep update and address emerging challenges.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Adequate internal control system commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal Control systems comprising of policies and procedure are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequate protected.

PERFORMANCE EVALUATION OF THE BOARD:

The formal annual evaluation has been done by the board of its own performance and that of its committee and individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company.

The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting held as on 12^th March, 2018 inter alia to:

i. To evaluate the performance of non-independent directors and the Board as a whole;

ii. To evaluate performance of the Chairman and Managing Director of the Company; and

iii. To evaluate the quality, quantity and timelines of flow of information between the executive management and the Board.

The suggestions made at the meeting of the Independent Directors were communicated to the Board Chairman and the Executive Director for taking appropriate steps. All Independent Directors were present at the meeting. The Directors expressed their satisfaction with the evaluation process.

AUDITORS

Statutory Auditors & their Report:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, Paresh Rakesh & Associates, Chartered Accountants, were appointed as statutory auditors of the Company at the 22^ndAGM held on 30th September, 2015 to hold office until the conclusion of the 27th AGM, subject to ratification of their appointment at every AGM. In the terms of Section 139 of the Companies Act, 2013 read with Company (Audit & Auditors )Rules, 2014, the Board of Directors ratified the appointment of M/s Paresh Rakesh & Associates, Chartered Accountants subject to shareholders approval at the ensuing Annual General Meeting to hold the office from conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting on remuneration to be decided by the Board of Directors.

The Auditors'' Report for the year under review does not contain any reservation, qualification or adverse remark. The comments in the Auditors'' Report to the Shareholders for the year under review are self-explanatory and do not need further explanation.

Cost Auditor & their Report:

As per Section 148 of the Companies Act, 2013 (''Act''), read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Drugs & Pharmaceuticals business is required to be audited by a Cost Accountant in practice. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of N. Ritesh and Associates, Cost Accountants as the cost auditors of the Company for the year ending March 31, 2019.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company at the ensuring Annual General Meeting. Accordingly, appropriate resolution forms part of the Notice convening the AGM. The Board seeks your support in approving the proposed remuneration plus out-of-pocket expenses payable to the Cost Auditors for the Financial Year ending March 31, 2019.

M/ s. N. Ritesh and Associates have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the Companies Act.

The Cost Audit Report for FY 2017-18 was placed before Board Meeting and it does not contain any reservation, qualification or adverse remark.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, Ms. Vineeta Mundra, Chartered Accountant has been appointed as Internal Auditor of the Company for the financial Year 2018-19. The Internal Auditor submits her reports to the Audit Committee. Based on the report of Internal Audit, management undertakes corrective action in their respective areas and thereby strengthens the controls.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Haresh Sanghvi, Practicing Company Secretary, Mumbai as Secretarial Auditor to conduct Secretarial Audit of the Company. Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2018 is enclosed as Annexure II to the Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

GENERAL DISCLOSURES:

Related Party Transactions:

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

Particulars of Loans, Guarantee and Investments:

Details of loan, Guarantee and investments made by the Company have been disclosed in the Financial Statements.

Cash Flow Analysis:

The cash flow statement for the year ended 31st March, 2018 is annexed with the financial statements.

Environment and Pollution Control:

The Company is well aware of its responsibility towards a better and clean environment. Our efforts in environment management go well beyond mere compliance with statutory requirements. The Company has always maintained harmony with nature by adopting eco-friendly technologies and upgrading the same from time to time incidental to its growth programs.

Particulars of Employees:

Information required in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of the Board''s Report for the year ended 31st March, 2018 is provided in Annexure III to Board''s Report.

Disclosure under Sexual Harassment of Women:

The Company has in place, policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup as per the statutory requirements, to redress complaints regarding sexual harassment.

During the year 2017-18, the Company did not receive complaint from any employees.

Significant and Material Orders passed by the Regulators or Courts:

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

Buy Back of Securities/ Sweat Equity/ Employees Stock Option Plan

During the year under review, the Company has not bought back any of its securities nor issued any Sweat Equity Shares nor provided any Stock Option Scheme to the employees during the year under review.

Details of investors Complain received during the year 2017-18:

Sr. No	Nature of Complaints	No. of Complaints Received	No. of Complaints Redressed	Pending Complaints
1.	Non-Receipt of dividends	NIL	NIL	NIL
2.	Non-receipt of shares lodged for transfer/ transmission	NIL	NIL	NIL
3.	Non- Receipt of Annual Report	NIL	NIL	NIL

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis for the year under review is provided as separate section forming part of the Annual Report.

STATUTORY COMPLIANCES

The Company has complied with all the statutory requirements. A declaration regarding compliance of the provisions of the various statutes is also made by the Chief Financial Officer at each Board Meeting. The Company ensures compliance of the ROC, SEBI Regulations and various statutory authorities.

CORPORATE GOVERNANCE

The provisions of Corporate Governance as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule-V of SEBI (LODR) Regulation, 2015 are not applicable to the Company for the financial year ending 31st March 2018.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report to the Audit Committee Chairman, genuine concerns, unethical behavior and irregularities, if any noticed by them, in the Company which can adversely affects Company''s operations. The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported by employees/ directors till date.

INSIDER TRADING CODE

The Company has adopted an ''Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Insiders'' ("the Code") in accordance with the requirements of the PIT Regulations. This Code is displayed on the Company''s website. The object of the PIT Regulations is to curb the practice of insider trading in the securities of a listed company.

The Code is applicable to Promoters and Promoter''s Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2018 and confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of rural development and education. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure -IV which forms an integral part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated. Under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:

I. Conservation Of Energy:

Steps taken on Energy Conservation -

Many steps towards energy conservation has taken & implemented successfully.

a. Energy audit carried out by one of India''s topmost agency.

b. Inefficient brine compressor is replaced by energy efficient compressor.

c. Centrifugal pumps replaced by efficient pumps after exact calculation of head & flow measurement.

d. Hot & cold insulation put at place to control loss in energy.

e. Steam condensate recovery is increased to 60 % from 50 % level by installation of steam pressure power pumps.

II. Technology Absorption:

a. Cooling tower blades replaced by new designed FRP Pumps.

b. For distillation column, old structured packing replaced with new one.

c. Mercury vapour lamps replaced by LED Lamps.

III. Research & Development:

a. R&D Laboratory of Bajaj Healthcare Limited is already approved by DSIR (Department of Scientific and Industrial Research), India.

b. We added efficient fume-hoods, sophisticated equipment and facilities for carrying out synthetic research and scale-up activities to develop new process technology for APIs under safe conditions.

c. R&D works on different generic molecules are under process. Some of products have been commercialised at plant scale using environment friendly routes.

d. With the regular progression in the business, our company intends to emphasise on further expansion of R&D facilities for development of technologically advanced, asymmetric active pharmaceutical ingredients.

e. To achieve highest level of challenges of R&D activities, Bajaj Healthcare Limited has developed a talented pool of scientists including organic/analytical chemists provide support to our R&D through documentation and validation of test results as per ICH guidelines and assist the regulatory affairs to prepare high quality technical packages and drug master files.

f. The Company has obtained approval for In-house R & D Facility from the Department of Scientific and Industrial Research (DSIR) vide letter No. TU/IV-RD/4031/2016 dated 17th August, 2016 for the purpose of section 35(2AB) of the Income Tax Act, 1961 valid till 31^st March 2019 subject to the condition underline therein.

g. There under, the company has claimed a weighted deduction of 150% of the following expenditure incurred wholly and exclusively for the Research & Development Activity so approved.

(Amt In Lakhs)

Nature of Expenditure	2017-18	2016-17
Revenue Expenditure: Salary Expenses of R&D Personnel	97.40	84.17
R & D Chemical Purchase	10.24	3.99
Stores & Spares & Consumables in R & D	4.70	4.53
Sample Testing Charges	1.90
Travelling & Other Exp.	0.23	0.35
Common Utilities Expenses	22.16	22.45

Nature of Expenditure	2017-18	2016-17
Capital Expenditure:
Laboratory Equipment	9,9.56	4.61
Furniture &Fixtures	0.40	0.58
Computer	0.26	0.25
Other Electric Equipment	0.33	0.57
TOTAL	237.18	121.50

IV. Foreign Exchange Earning and Outgo:

Earnings:

Foreign Currency inflow amounting to Rs. 73,60,94,357/Outgo:

Foreign Currency outgo amounting to Rs. 116,44,49,671/-.

GREEN INITIATIVE FOR PAPERLESS COMMUNICATIONS:

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in Corporate Governance" by allowing service of documents by a Company to its Members through electronic mode. The move of the ministry allows public at large to contribute to the green movement.

Keeping in view the underlying theme, the Company will continue to send various communications and documents like notice calling General Meeting, Audited Financial Statements, director''s report, auditor''s report etc. in electronic form to the email address provided by the Members to the Depositories or to the Company.

This is also a great opportunity for every shareholder of Bajaj Healthcare Limited to contribute to this Corporate Social Responsibility initiative of the Company. To support this green initiative in full measure, members who have not registered their email addresses so far, are requested to register their e-mail addresses in respect of electronic holdings with the Depository through their concerned Depository Participant. Members who hold shares in physical form can write to the Company or Registrar and Transfer Agent (RTA) for Updation of records.

ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for their continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks, and other business associates for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

The Directors express their special thanks to Mr. Sajankumar Bajaj, Chairman & Managing Director for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors

Sd/-

Sajankumar Bajaj

Chairman and Managing Director

DIN: 00225950

Date: 21^st August, 2018

Place: Thane.

---

Mar 31, 2016

To,

The Share holders

Bajaj Healthcare Limited

The Directors have pleasure in presenting the 23rd Board''s Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS OF THE COMPANY

(Amt. in lakhs)

Particulars	2015-16	2014-15
Gross Income	22,321.81	21,837.63
Profit Before Interest and Depreciation	3,030.56	2,876.69
Finance Charges ,	751.71	788.95
Provision for Depreciation	928.97	886.07
Net Profit Before Tax	1349.89	1,201.68
Provision for Tax	529.86	450.46
Net Profit After Tax	820.03	751.21
Surplus carried to Balance Sheet	820.03	751.21
Earnings Per Share	12.15	11.13

STATE OF COMPANY''S AFFAIRS

The Company''s turnover for the year increased Rs. 22,283.96 Lakhs as compared to last year Rs. 21,830.17 Lakhs, which includes the Domestic turnover of Rs.15862.80, Lakhs as compared to last year Domestic turnover was Rs. 15,232.89 Lakhs and the Export turnover of Rs. 6,421.16 Lakhs as compared to last year''s export turnover of Rs. 6,597.28 Lakhs.

The Earnings before Depreciation & Tax (EBDT) in Financial Year 2015-2016 was Rs. 3030.56 Lakhs .The Profit After Tax (PAT) for the financial Year 2015-2016 is Rs. 820.03 Lakhs increase over last year of Rs. 751.21 Lakhs.

CHANGE IN NATURE OF BUSINESS. IF ANY

There are no changes in Nature of Business of the Company during the year under consideration.

DIVIDEND

To conserve the resources, Your Directors have not recommended any dividend on Equity Shares for the year ended 31st March 2016.

TRANSFER TO RESERVES TN TERMS OF SECTION 134 13) (I) OF THE COMPANIES ACT, 2013

For the financial year ended 31st March, 2016, the Company has proposed not to carry any amount to the General Reserve Account.

INFORMATION ABOUT SUBSIDIARY/IV/ASSOCIATE COMPANY Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend, the provisions of Section 125 of die Companies Act, 2013 do not apply.

FIXED DEPOSITS

During the year, the Company lias not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

EXTR ACT OF ANNUAL RETURN

As per provision of Section 134 of the Companies Act, 2013, the details forming part of the extract of the Annual Return is attached to this Report as "Annexure-I" in Form MGT-9 is annexed herewith for your kind perusal and information..

MATERIAL CHANGES AND COMMITMENTS

The following are material changes and commitments affecting the financial position of the Company & "Events After the Balance sheet Date" of this report.

a) Initial Public Offer:

The Company has made initial Public Offer (IPO)for 18,17,600 Equity Shares for cash at a price of Rs 170/- per share including a premium of Rs 160/- per share aggregating to Rs.3089.92 lakhs, consisting of Flesh Issue of Rs.1,49,600 equity shares aggregating to Rs254.32 lakhs and an offer for sales of 16,68,000 by the selling shareholders aggregating to Rs.2835.60 lakhs .

b) Listing of Shares on 5ME Exchange of BSE Limited

Your directors are pleased to inform you that the Company''s securities have been listed on SME Exchange of BSE Limited from 10th May, 2016.

SHARE CAPITAL

a) Redemption of Preference Share Capital:

Pursuant to the terms of the Issue of 7.5% Redeemable Preference shares, issued by the company on 15th July, 2006, redeemable at par at the end of ten years on or about 14th July, 2016 or earlier at the option of the Company, the Board of Directors at their meeting held on 01st December, 2015 had exercised the option to redeem the said Preference shares earlier on or about 14th December 2015 and redeemed 15,00,000 7.5% Redeemable Preference Shares during the year ,

b) Re-classification and Increase in Authorized Share Capital:

During the year, tire Company has reclassified its existing unissued 20,00,000 Preference Shares of Rs. 10/- each to 20,00,000 Equity shares of Rs. 10/- (Rupees Ten) each and also increased its Authorized Share Capital from Rs. 5,00,00,000/- (Five Crores Only) divided into 50,00,000 (Fifty Lakhs) Equity shares of Rs.10/- each to Rs. 10,00,00,000 (Ten Crores) divided into 1,00,00,000 Equity shares of Rs.10/- each at the Extraordinary General Meeting held on 08th January, 2016.

c) Bonus Shares

The Company made a bonus allotment of 45, 00,000 equity shares in ratio of 2:1 (i.e. two equity shares for every one equity share already held) to the Members at the Extra-ordinary General Meeting held on 08th January, 2016.

d) Buy Back of Securities/ Sweat Equity/ Employees Stock Option Plan

Hie Company has not bought back any of its securities nor issued any Sweat Equity Shares nor provided any Stock Option Scheme to the employees during the year under review.

DIRECTORS

a) Composition and size of the Board

The Board has an optimum combination of Executive and Non-Executive Independent Directors. The total strength of the Board is of 8 Directors in the financial year 2015-16 comprising of five Executive Directors out of which one is woman director. Further, the Board also comprises of three Non-Executive Independent Directors pursuant to the Section 149 (4) of the Companies Act, 2013 (hereinafter referred as "Act") and rules made thereunder.

b) Director retires by rotation

Ms .Namrata Bajaj, Director retires by rotation in terms of provisions of the Act at the ensuing Annual General Meeting of tire Company arid offers herself for re-appointment. Hie Board recommends his re-appointment.

As stipulated under the Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, brief resume of the director proposed to be re-appointed is given in the Notice convening the Annual General Meeting.

c) Change in Composition of Board

During tire year under review, the Company had noted the resignation of Mr. Sandeep Shah and Mr. Deepak Tipnis from the office of Director w.e.f. 31st July, 2015. The Board hereby express their sincere appreciation for their services rendered to the company as a Director of the Company.

Further, the Company had also re-appointed Mr. Sajankumar Bajaj as a Managing Director of the company, to hold the office for die period of (5) Five consecutive years w.e.f. 1st April, 2015 as well as re_:appointed Ms. Namrata Bajaj, Mr. Anil Jain and Mr. Dliananjay Hatle as Whole Time Directors to hold the office for the period of (S) Five years w.e.f. 1st April, 2015 in the Extra Ordinary General Meeting held on 28th May, 2015.

In the Annual General Meetingheld on 30 Lh September, 2015, the designation of Mr. Anil Jain was changed from "Whole Time Director" to "Managing Director" w.e.f. 30th May, 2015, without affecting the terms and conditions of appointment including remuneration.

d) Independent Directors

Pursuant to the provision of Section 149 of the Act, Mr. Vidyut Shah and Mr. Hemant Karnik were appointed as Independent Directors at the Extraordinary General Meeting of the Company held on 08th January, 2016, to hold the office for a term of (5) Five years commencing from 08th January, 2016.

Further, Mr. Ram Banarase was appointed as Independent Director at the Extraordinary General Meeting of the Company held on 18th January, 2016 to hold the office for a term of (5) Five years commencing from 18th January, 2016.

The appointment of all the Independent Directors during die year under review is appropriate and is in the best interest of the Company.

The above named Directors have furnished their respective declarations in Form DIR-8 pursuant to the provisions of Section 164(2) of the Companies Act 2013 read with Rule 14 (1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

e) Declaration bv Independent Director (s)

All Independent Directors have given their respective declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

f) Key Managerial Personnel

Pursuant to Section 203 of the: Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Vipul Dubey as Company Secretary cum Compliance Officer w.e.f. 10th December, 2015,

Further, Mr. Rupesh Nikam, Director was appointed as a Whole-time Director of the Company designated as "Director-Finance and Chief Financial Officer" at the Extra Ordinary General Meeting held as on 18th January, 2016 to hold the office for a term of (5) Five years w. e. f. 18th January, 2016.

g) Number of Meetings of the Board

During the year, 17 (Seventeen) Board Meetings and one meeting of Independent Directors were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013.

Dates of Board Meeting held during the year 2015-16:_ __. _

21/04/2015	28/04/2015	29/04/2015	30/05/2015	06/07/2015	11/07/2015
31/07/2015	05/09/2015	01/12/2015	06/01/2016	14/01/2016	18/01/2016
19/01/2016	20/01/2016	04/02/2016	08/03/2016	21/03/2016

Details of Board meetings attended by Board of Directors:

Sr.No.	Name of Directors	No. of Meetings attended
1	Mr. Sajankumar Bajaj	17/17
2	Mr. Anil Jain	17/17
3	Mr. Dhananjay Halte	17/17
4	Mr. Namrata Bajaj	17/17
5	Mr. Rupesh Nikam	17/17
6	Mr. Sandeep Shah	02/07
7	Mr. DipakTipnis	02/07
8	Mr. Vidyut Shah	01/07
9	Mr. Hemant Karnik	01/07
10	Mr. Ram Banarase	02/06

- Mr, Sandeep Shah & Mr Dipak Tipnis resigned on 31st July 2015.

- Mr. Heniant Karnik& Mr. Vidyut Shah were appointed on 08tli January, 2016 ^A Mr, Ram Banarase was appointed on 14th January, 2016.

Committees of the Board

During the year, your directors have constituted or re-constituted wherever required, the following committees of the Board in accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and oflier details of all Board level committees have been elaborated in the report.

1) Audit Committee

The Committee was constituted on 19th January, 2016 and it comprises of three non-executive Independent Directors as its members .The Chairman of t he Committee is an Independent Director,

The audit committee assists the Board in the dissemination of the financial information and in overseeing the financial and accounting processes in tire Company. The details of which are available on the Company''s website www.bajajhealtli.com.

In order to ensure that activities of the Company and its employees are conducted in a fair and transparent manner, the Company has adopted a Whistle Blower Policy & Vigil Mechanism,

Composition of Audit Committee and Number of Meetings during the year

Sr. No	Names of Member	Designation	Category of Directors
1	Mr. Vidyut Shah	Chairman	Independent Director
2	Mr, Hemant Karnik	Member	Independent Director
3	Mr. Rupesh Nikam	Member	Executive Director

First Meeting of die Audit Committee was held on 30th May, 2016.

Terms of Reference

The Terms of Reference of this committee cover the matters specified for Audit Committees under Section 177 of the Act and are as follows:

(A) To oversee the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

(B) Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

(C) Reviewing with management the annual financial statements before submission to the Board, focusing primarily on:

(a) Any changes in accounting policies and practices,

(b) Major accounting entries based on exercise of judgment by management.

(c) Qualifications in draft audit report, if any.

(d) The going concern assumption.

(e) Compliance with accounting standards.

(f) Compliance with Stock Exchange and legal requirements concerning financial statements.

(g) Any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of Company at large.

(h) Reviewing with the management, External and Internal auditors the adequacy of Internal Control System.

(i) The Company has in place its own in house internal audit department to review the adequacy of internal audit function, including the structure of internal audit department, staff and seniority of official''s heading the department, reporting structure, coverage and frequency of internal audit.

(j) Reviewing the findings of any internal investigations in the matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.

(k) Discussion with external auditors before the audit commences nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

(1) Reviewing the Company''s financial and risk management policies.

(m) To look into the reasons for substantial defaults in the payment to the depositors , debentures holders, shareholders (in case of no nonpayment of declared dividends) and creditors.

2) Nomination and Remuneration Committee:

The Committee was constituted on 14th January, 2016 as required under Section 178 of the Act and it comprises of three non-executive Independent Directors as its members. The Chairman of the Committee is an Independent Director.

Terms of Reference

The Terms of Reference of this committee cover the matters as follows:

(A) To determine tire remuneration package for any Executive Directors as well as remuneration payable to tire non-executive Directors from die year to year.

(B) To help in determining the appropriate size, diversity and composition of the Board;

(C) To recommend to die Board appointment/reappointment and removal of Directors;

(D) To frame criteria for de determining qualifications, positive attributes and independence of Directors;

(E) To create an evaluation framework for Independent Directors and the Board; ''

(F) Delegation of any of its powers to any Member of the Committee or the Compliance Officer.

Composition of Nomination and Remuneration Committee and Number of Meetings during the year:

Sr. No.	Names of Member	Designation	Category of Directors
1	Mr. Ram Banarase	Chairman	Independent Director
2	Mr. Hemant Karnik	Member	Independent Director
3	Mr. Vidyut Shah	Member	Independent Director

Meeting of Nomination and Remuneration Committee was held on 29th April, 2015 with members Mr. Sandeep R Shah and Mr. Dipak Tipnis. Mr. Sandeep R. Shah and Mr. Deepak Tipnis resigned from the membership of the committee w. e. f. 31st July, 2015, whereas Mr. Ram Banarase (Chairman), Mr, HemantKarnik and Mr, Vidyut Shah were appointed as members of the Committee w.e.f. 14th January, 2016.

The meeting of the Nomination and Remuneration Committee was held twice during the year on 29th April, 2015 and 14th January, 2016. Familiarization Program

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in tire Company and related matters are put up on the website of the Company.

3) Stakeholders'' Relationship Committee:

The Board has formed Stakeholders'' Relationship Committee pursuant to provisions of Section 178 of die Act w.e.f. 19th January, 2016. Terms of Reference:

The Terms of Reference of this committee cover the matters as follows:

(A) Redress Shareholders and Investors complaints.

(B) Review all matters connected with the share transfers.

(C) Review status of legal cases involving the investors where the Company has been made a party.

Composition of the Stakeholders'' Relationship Committee and Number of Meetings during the year:

Sr. No.	Names of Member	Designation	Category of Directors
1	Mr. Hemant Karnik	Chairman	Independent Director
2	Mr. Ram Banarase	Member	Independent Director
3	Mr, Anil Jain	Member	Executive Director

No meetings of the Committee were held during the year. Details in respect of Compliance Officer;

Sr. No.	Name of Compliance officer	Designation of Compliance officer
1	Mr. Vipul Dubey	Company Secretary

4) Corporate Social Responsibility Committee:

Pursuant to Section 135 of Act and the rules made there under, the Board has constituted die Corporate Social Responsibility (CSR) Committee w.e.f. 19th January, with three members, out of which two are executive and one is non-executive.

Terms of Reference:

(A) To review the existing CSR Policy and to make it more comprehensive so as to indicate die activities to be undertaken by the Company as specified in Schedule - VII of the Companies Act, 2013;

(B) To provide guidance on various CSR activities to be undertaken by the Company and to monitor process.

Composition of the Corporate Social Responsibility Committee and Number of Meetings during the year:

Sr. No.	Names of Member	Designation.	Category of Directors
1	Mr. Sajankumar R Bajaj	Chairman.	Executive Director
2	Mr, Ram Banarase	Member	Independent Director
3	Mr. Rupesh Nikam	Member	Executive Director

One Meeting of the CSR Committee was held on 20th January, 2016.

Risk management

The Company implemented an integrated risk management approach though which it reviews and assesses significant risks on a regular basis to ensure that a robust system on risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep update and address emerging challenges.

Risk management system followed by the Company is elaborately detailed in the MDA.

Internal Control System and their Adequacy

The Company''s internal control framework is designed specifically to help ensure effectiveness and efficiency of operations, reliability of financial reporting and compliance of law and regulations. The Company has put in place automated internal business control and a centralized global process framework that works and governs the day to day operation of key functions like research, procurement, manufacturing and supply chain, integrating them widi key support like marketing, sales, finance, regulatory affairs of HR and to safeguard its assets and prevention of misappropriation and detection of fraud and or unauthorized use of assets and it has been designed to ensure preparation of reliable financial statement and maintaining all the assets. The Audit Committee of the Board deals with the significant issues relating to control raised by the Statutory Auditors.

Performance Evaluation of the Board

The formal annual evaluation has been done by the board of its own performance and tiiat of its committee and individual directors on the basis of evaluation criteria specified in die Nomination and Remuneration policy of the Company.

The performance evaluation of die Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting held as on 30th June, 2016 inter alia to:

i. Evaluate the performance of non-independent directors and the Board as a whole;

ii. Evaluate performance of the Non-executive Chairman of the Company; and

iii. Evaluate the quality, quantity and timelines of flow of information between the executive management and the Board.

The suggestions made at the meeting of the Independent Directors were communicated to the Non-executive Chairman and the Executive Director for taking appropriate steps. All Independent Directors were present at the meeting except Mr. Hemant Karnik. The Directors expressed their satisfaction with the evaluation process.

AUDITORS

Statutory Auditors & their Report:

M/s. Paresh Rakesli & Associates, Chartered Accountants,, who were appointed as the Statutory Auditors of the Company at the 22th AGM held on 30th September, 2015 to hold office until the conclusion of the 27th AGM, are recommended for ratification of appointment for the Financial Year 2016-2017. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Paresh Rakesh & Associates, Chartered Accountants tliat their appointment, if made, would be in conformity with the limits specified in the said Section.

Hie Auditors'' Report to the Shareholders for the year under review does not contain any reservation, qualification or adverse remark. The comments in the Auditors'' Report to the Shareholder''s for the year under review are self explanatory and does not need further explanation. -

Cost Auditor & their Report

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Drugs & Pharmaceuticals business is required to be audited.

Your Directors had, on the recommendation of the Audit Committee, appointed M/s. N. Ritesh and Associates, Cost Accountants as die Cost Auditors to audit the cost records of the Company for the FY 2016-2017.

As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting in Item No. 4.

The Cost Audit Report for FY 2015-16 was placed before Board Meeting and it does not contain any reservation, qualification or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section204 and other applicable provisions of Companies Act, 2013 and Rules made there under, the Company had appointed M/s. H P Sanghvi & Co, Practicing Company Secretary, Mumbai, to undertake the Secretarial Audit of the Company for the FY 2016-2017.

RFGSITRAR AND TRANSFER AGENT:

The Board had appointed M/s. Sharex Dyamic (India) Private Limited as Registrar and Transfer Agent (RTA) at their meeting held on 19 th January, 2016.

The Company''s Registrar & Share Transfer Agents, M/s. Sharex Dyamic (India) Private Limited are fully equipped to carry out the transfers of shares and redress Investor complaints.

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

b) Particulars of Loans, Guarantee and Investments:

Details of investments made by the Company have been given in the Financial Statements.

The Company has not given any guarantee or advanced any loans pursuant to the provisions of Section 186 of Companies Act, 2013.

c) Cash Flow Analysis:

In conformity with the Regulation 53 (b) of SEBI (LODR) Regulation, 2015, the cash flow statement for the year ended 31st March, 2016 is annexed with the financial statements.

d) Environment and Pollution Control:

The Company is well aware of its responsibility towards a better and clean environment. Our efforts in environment management go well beyond mere compliance with statutory requirements. The Company has always maintained harmony with nature by adopting eco-friendly technologies and upgrading the same from time to time incidental to its growth programs. .

e) Particulars of Employees:

Disclosures pertaining to remuneration and other details are required under Section 197(12) of the Act read with Rule 5(1) and 5(2) of die Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 is forming part of the Directors'' Report for the year ended 31st March, 2016 and is attached to this Report and marked as "Annexure II".

f) Disclosure under Sexual Harassment of Women at Workplace:

The Company believes in safety of women at the workplace and hence, has formulated Sexual Harassment Policy which is available on Company''s intranet portal. During the year under review, there were no complaints from any of the employee.

The Company believes in safety of women at the workplace and hence, has constituted an Internal Compliant Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has also formulated Sexual Harassment Policy which is available on Company''s intranet portal. During the year under review, there were no complaints filed before die said committee.

g) Significant and Material Orders passed by the Regulators or Courts

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis for the year under review is provided as separate section forming part of the Annual Report.

STATUTORY COMPLIANCES

The Company has complied with all the statutory requirements. A declaration regarding compliance of the provisions of the various statutes is also made by the Managing Director at each Board Meeting. The Company ensures compliance of the ROC, SEBI Regulations and various statutory authorities.

CORPORATE GOVERNANCE

Since the Company has listed its securities on SME platform during the year under review, the provisions of Corporate Governance as specified in regulations 17,18,19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of SEBI (LODR) Regulation, 2015 are not applicable to the Company for the financial year ending 31st March 2016.

VIGIL MECHANISM / WHISTLEBLOWER POLICY:

In conformity with the provisions of the Companies Act, 2013 policy has been laid down to provide a mechanism for any concerned person of the company to approach Chairman of the Audit Committee for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside the organization.

INSIDER TRADING CODE

The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("The PIT Regulations"). The PIT Regulations has come into effect from May 15,2015 and it is applicable to tire Company w.e.f. 10th May, 2016. The object of the PIT Regulations is to curb the practice of insider trading in the securities of a listed company.

Tile Company has adopted an ''Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Insiders ( the Code ) in accordance with the requirements of the PIT Regulations. Tins Code is displayed on the Company''s websitewww.bajajhealth.com.

The Code is applicable to Promoters and Promoter''s Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations.

ADEQUACY OP INTERNAL FINANCIAL CONTROLS

The company has adopted adequate policies and procedures for ensuring the orderly and efficient conduct of its business, including policies for Safeguarding of Assets, Prevention & Detection of Errors & Frauds, for accurate and complete presentation of accounting records and the timely preparation of reliable financial information

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for She year ended on 31st March, 2016 and confirm that;

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of die company at the end of the financial year and of [lie profit and loss of the company for that period;

c. die directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of die company and for preventing and detecting fraud and other irregularities;

f. die directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of rural development, promoting health care and education.

These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company s CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - III which forms an integral part of this Report.

ENERGY CONSERVATION. TECHNOLOGY''ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated. Under section 134(3)(m) of die Companies Act, 2013 read with Rule 8(3) of die Companies (Accounts) Rules, 2014, are as follows:

I. Conservation Of Energy

Many steps towards energy conservation has taken & implemented successfully

a. Power factor improved up to 99 %

b. LED lights are installed in production block

c. New OLTC (On Load Tap Changer) transformer of 2500 KVA capacity is installed in place of Manual transformer

d. In production area Pusher type centrifuges are installed instead of conventional centrifuges

e. Steam condensate recovery is increased to 50 % from 30 % level by installation of steam pressure power pumps

f. For Chilling plant, VAM (Vapour Absorption Machine) is replaced by 500 TR Screw chiller to reduce steam consumption & to increase efficiency.

g. MEE (Multiple Effect Evaporator) is installed to distil out waste water & distilled water is recycled in plant to conserve water usage.

II. Technology Absorption. Adaption and Innovation:

a. Technology of product isolation by Peeler centrifuges is incorporated to isolate product effectively from reaction mass.

b. For distillation column, tray type packing replaced with structured packing to improve qualify of distilled solvents & to improve distillation efficiency.

c. Auto sealing with Nitrogen purging system adopted for packing of finished products to avoid contamination of product with external atmosphere

III. Resarch and Development

With the growing scale of business, our Company intends to increase our focus on R&D facilities. Our Company intends to reap the benefit of R&D not only in developing custom and consistent manufacturing process, but also to synthesise efficient and technologically advanced products. Our Company believes that its focus on R&D will result in development of high quality products and processes and will form the basis for various patents, which in turn will give our Company a significant boost in brand value.

Our increased R&D effort will be aimed at pre formulation studies, prototype development, scale-up andprocess optimization.

IV. Foreign Exchange Earning; and Outgo:

Earnings:

Foreign Exchange Gain: Rs. 70, 93, 95,369/-

Outgo:

Foreign Exchange outgo: Rs. 73, 95, 93,017/-

ACKNO WLEDGEMENTS:

Your Directors would like express their sincere appreciation of the positive Co-operation received from the Governments and bankers.

The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, workers and staff of the company resulting in the successful performance during the year.

Hie board also takes this opportunity to express its deep gratitude for the continued co- operation and support received from its valued shareholders.

Hie Directors express their special thanks to Mr.Sajankumar Bajaj, Chairman & Managing Director for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors

Sd/~

Sajankumar Bajaj

Chairman and Managing Director

DIN: 00225950

Dated: 20/07/2016,

Place: Thane

---

Mar 31, 2014

The Directors present the 21stAnnual Report of your company together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS 2013-14 2012-13 (Amtin Rs) (Amtin Rs)

Profit/Loss before Depreciation 12,23,63,563 6,57,51,396

Less: Depreciation 8,94,69.695 8.10.70,722

Profit/Loss after depreciation 3,28,93,868 (1,53,19,327) Less: a) Provision for Taxation 76,88,325 -

b) Deferred Tax 41,79,287 (47,61,137)

Profit after Taxation C/F to

Balance Sheet 2,10,26,256 (1,05,58,190)

DIVIDEND:

The Board of Director has not recommended any dividend on Equity Shares as well as Non- Cumulative Redeemable Preference Shares for the year ended 31st March 2014.

OPERATIONS REVIEW:

The Company''s turnover for the year grew by 20% to Rs. 20,490.67 Lacs as compared to last year Rs. 17,077.86 Lacs, which includes the Domestic turnover of Rs. 13,728.36 Lacs as compared to last year Domestic turnover of Rs. 10,499.08 Lacs and the Export turnover of Rs. 6,696.32 Lacs as compared to last year''s Export turnover of Rs. 6,578.78 Lacs.

Depreciation for the year was Rs. 894.70 Lacs compared to Rs.810.71Lacs in F.Y. 2012-13. Your Directors are quite hopeful that company would be able to achieve better results during the current year.

DEPOSITS:

The company did not accept any public deposit in terms of section 58 - A of the Company''s Act, 1956 and the rules framed there under.

INSURANCE:

All Properties/Assets including Building, Plant & Machineries, Furniture and Fixture, Stock etc. and insurable interest of the Company are adequately insured.

INTERNAL CONTROL SYSTEM:

The Company has a sound internal control system, which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly.

AUDITORS:

M/s Paresh Rakesh & Associates Chartered Accountants Mumbai, Retires at the conclusion of this Annual General Meeting and being eligible offers themselves for reappointment.

DIRECTORS:

Shri. Anil C. Jain retires by rotation at the ensuring Annual General Meeting and being eligible has offered himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Act, the Directors also report that:

1) That in the preparation of the annual accounts, all applicable accounting standards have been followed and proper explanation relating to material departures.

2) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit or loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

ACKNOWLEDGEMENT:

Our Directors acknowledge the assistance, co-operation and continuous support and goodwill received from the concerned departments of the State and Central Government, Banks, Customers, Distributors & Dealers and Board also thanks the employees for their dedicated and - sincere service.

By order of the Board

For BAJAJ HEALTHCARE LTD.

Place :MUMBAI.

Date :28thAugust,2014 (S.K.R.BAJAJ)

Chairman & Managing Director

---

Mar 31, 2013

TO,

THE SHAREHOLDERS,

The Directors present the 20^,h Annual Report of your -company- together with the Audited Accounts for the financial year ended 31^s1 March, 2013,

FINANCIAL RESULTS	2012-13	2011-12
	(Amt In Rs)	(Amt In Rs)
Profit/Loss before Depreciation	65,385,696	66,594,162
Less: Depreciation	81,070,722	56,081,338
Profit/Loss after depreciation	- (15,319,326)	10,512,824
Less: a)Provision for Taxation		6,959,948
b) Deferred Tax	47,61,137	-
Profit after Taxation C/f to	-	-
Balance Sheet	(1,05,58,190)	3,552,876

DIVIDEND:

The Board of Director has not recommended any dividend on Equity Shares as well as Non-Cumulative Redeemable Preference Shares for the year ended 31^s1 March 2013.

OPERATIONS REVIEW:

The Company''s turnover for the year grew by 21% to Rs. 17,096.61 lacs as compared to Jast year Rs,14,150.05 lacs, which includes the Domestic turnover of Rs. 10,517.83 lacs as compared to last year Domestic turnover of Rs. 9,381.44 lacs and the Export turnover of Rs. 6,578.78 lacs as compared to last year''s Export turnover of Rs. 4,768.61 lacs,.

Depreciation for the year was Rs. 810.71 Lacs compared to Rs. 560.81 Lacs in F.Y. 2011-12, Your Directors are quite hopeful that company would be able to achieve better results during the current year.

DBPOSITS:

The company did not accept any public deposit in terms of section 58 - A of the Company''s Act, 1956 and the rides framed there under.

INSURANCE:

All Properties/Assets including Building, Plant & Machineries, Furniture and Fixture , Stock etc. and insurable interest of the Company are adequately insured.

INTERNAL CONTROL SYSTEM:

The Company has a sound internal control system, which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly.

AUDITORS;

M/s Paresh Rakesh &c Associates Chartered Accountants Mumbai, Retires at the conclusion of this Annual General Meeting and being eligible offers themselves for reappointment

DIRECTORS:

Shri. Dhnnanjay S Hatle retires by rotation at the ensuring Annual General Meeting and being eligible has offered himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT;

Pursuant to Section 217 (2AA) of the Act, the Directors also report that:

1) That in the preparation of the annual accounts, all applicable accounting standards have been followed and proper explanation relating to material departures.

2) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit or loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and Other irregularities,

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

ACKNOWLEDGEMENT:

Our Directors acknowledge the assistance, co-operation and continuous support and goodwill received from the concerned departments of the State and Central Government Banks, Customers, Distributors & Dealers and Board also thanks the employees for their dedicated and sincere service.

By order of the Board For

BAJAJ HEALTHCARE LTD.

Place : MUMBAI.

Date : 28th Jiuie 2013 (S.K.R.BAJAJ)

Chairman & Managing Director

---

Mar 31, 2012

The Directors present the 19th Annual Report of your company together with the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS 2011-12 2010-11 ( Amt In Rs) (Ami In Rs)

Profit/Loss before Depreciation 66,594,162 106,328,955

Less: Depreciation 56,081,338 47,108,468

Profit/Loss after depreciation 10,512,824 59,220,487

Less: a)Provision for Taxation 6,959,948 16,598,839

b) Provision for dividend - 2,623,698

(Including Pref., Equity Dividend & including Dividend distribution tax)

Profit after Taxation C/f to

Balance Sheet 3,552,876 39,997,950

DIVIDEND:

The Board of Director has not recommended any dividend on Equity Shares as well as Non-Cumulative Redeemable Preference Shares for the year ended 31st March 2012.

OPERATIONS REVIEW:

The Company''s turnover for the year grew by 18% to Rs. 14,150.05 lacs as compared to last year Rs.11,986.05 lacs, which includes the Domestic turnover of Rs. 9,381.44 lacs as compared to last year Domestic turnover of Rs.8,116.23 lacs and the Export turnover of Rs. 4,768.61 lacs as compared to last year''s Export turnover of Rs. 3,869.82 lacs..

Depreciation for the year was Rs. 560.81 Lacs compared to Rs. 471.08 Lacs in F.Y. 2010- 11. Your Directors are quite hopeful that company would be able to achieve better results during the current year.

DEPOSITS:

The company did not accept any public deposit in terms of section 58 - A of the Company''s Act, 1956 and the rules framed there under.

INSURANCE:

All Properties/Assets including Building, Plant & Machineries, Furniture and Fixture etc. and insurable interest of the Company are adequately insured.

INTERNAL CONTROL SYSTEM:

The Company has a sound internal control system, which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly.

AUDITORS:

M/s Paresh Rakesh & Associates Chartered Accountants Mumbai, Retires at the conclusion of this Annual General Meeting and being eligible offers themselves for reappointment.

DIRECTORS:

Shri. Gopal V Mehta retires by rotation at the ensuring Annual General Meeting and being eligible has offered himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Act, the Directors also report that:

1) That in the preparation of the annual accounts, all applicable accounting standards have been followed and proper explanation relating to material departures.

2) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit or loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

ACKNOWLEDGEMENT:

Our Directors acknowledge the assistance, co-operation and continuous support and goodwill received from the concerned departments of the State and Central Government Banks, Customers, Distributors & Dealers and Board also thanks the employees for their dedicated and sincere service.

By order of the Board

For BAJAJ HEALTHCARE LTD.

Place :MUMBAI.

Date : 01.09.2012 (S.K.R.BAJAJ)

Chairman & Managing Director