Balaxi Pharmaceuticals Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors are pleased to submit its report on the performance of the Company along with the audited standalone
and consolidated financial statements for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE: (T in Lakhs)

	Standalone		Consolidated
PARTICULARS	2024-25	2023-24 1	2024-25 .	2023-24
Revenue from Operations	6,098.82	7,019.60	29256.12	24,129.44
Other Income	537.34	239.86	(371.64)	(264.65)
Total Income	0*6,636.16	¦^7,259.46	28,884.48	23,864.79
Operating expenditure	5,856.02	6,495.99	25,534.60	19,456.37
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense (EBITDA)	780.14	763.49	3,349.88	4,408.42
Less: Exceptional items				(3,829.34)
Less: Depreciation	(45.60)	(51.06)	(189.46)	(209.84)
Less: Finance Costs	(205.77)	(154.12)	(293.46)	(167.71)
Profit /loss before Tax Expense (PBT)	528.77	^3558.31	2,866.96	IT -201.53
Less: Tax Expense (Current & Deferred)	(168.64)	(193.28)	(359.94)	(440.23)
Profit After Tax (PAT)	360.13	^¦365.03	2,507.02	(238.70)
Basic EPS (T)	0.65	0.71	4.54	(0.46)
Diluted EPS (T)	0.65	0.71	4.54	(0.46)

2. STATE OF COMPANY’S AFFAIRS:

Consolidated:

During the period under review the Company recorded
a Total revenue from operations of T 29,256.12 Lakhs
as against T 24,129.44 Lakhs in the previous financial
year. Profit before tax (PBT) stood at T 2,866.96 Lakhs
as against T 201.53 Lakhs in the previous financial
year. Profit after tax (PAT) stood at T 2,507.02 lakhs
as against negative PAT of T (238.70) Lakhs in the
previous financial year.

Standalone:

During the period under review the Company recorded
a Total revenue from operations of T 6,098.82 Lakhs
as against T 7,019.60 Lakhs in the previous financial
year. Profit before tax (PBT) stood at T 528.77 Lakhs as
against T 558.31 Lakhs in the previous financial year.
Similarly, Profit after tax (PAT) stood at T 360.13 lakhs
as against T 365.03 Lakhs in the previous financial year.

3. DIVIDEND:

The Board of Directors of the Company after
considering factors such as elongated working capital
cycle and capex requirement, have not recommended
any dividend for the financial year ended March 31,
2025.

The Company has formulated a Dividend Distribution
Policy in accordance with the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”). The Dividend Distribution Policy can be
accessed from the Investor section of the website of the
Company at https://balaxipharma.in/assets/images/
corporatepolicies/Dividend_Distribution_Policy.pdf.

4. TRANSFER TO RESERVES:

During the year under review, no transfer is proposed
to any reserves and accordingly, the entire balance
available in the statement of profit and loss is retained
in it.

5. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

There are no material changes and commitments,
affecting the financial position of the Company that
have occurred between the close of the financial year
ended March 31, 2025 and the date of this Board’s
Report.

6. PREFERENTIAL ISSUE:

During the year under review, a total of 1,43,750
warrants were converted in to shares. Further, out

of total 10,70,000 (Ten Lakhs Seventy Thousand)
Convertible Warrants issued at an issue price of 7 451/-
(Rupees Four Hundred and Fifty-One only) each per
warrant, a total of 10,17,000 warrants were converted
in to shares and 53,000 warrants were forfeited.

The amount raised by preferential issue will be used
by the Company to meet the capital expenditure
requirements to support the construction of the
Company’s first pharmaceutical formulation plant,
being set up at Jadcherla, Hyderabad. Further, it may
be utilized to meet working capital requirements and
general corporate purposes and may also be utilized to
undertake any additional business activities under the
main objects clause of the Memorandum of Association
of the Company.

During the period under review, there has been no
deviation or variation in the utilization of the proceeds
of the preferential issue.

7. SHARE CAPITAL:

The paid-up share capital of the Company as on March
31, 2025, was 7 11,04,15,000/- (Rupees Eleven
Crores Four Lakhs Fifteen Thousand only) divided
into 552,07,500 (Five Crores Fifty-Two Lakhs Seven
Thousand and Five Hundred only) equity shares of 7
2/- each.

Further, several warrant holders to whom the warrants
were allotted by the Company had applied for conversion
of warrants into equity shares. Consequently, the
Board of Directors vide circular resolutions passed on
April 03,2024 and April 11,2024 have allotted 82,750,
and 61,000 Equity Shares respectively at an issue price
of 7 451/- each i.e., of the face value of 7 10/- each
and at a premium of 7 441/- each per equity share to
the warrant holders who had applied for conversion of
their warrants.

8. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES:

i. Balaxi Global DMCC, Dubai- Subsidiary
Company

Your Company has two wholly owned subsidiary,
Balaxi Global DMCC in Dubai, United Arab
Emirates (“UAE”) and Balaxi healthcare Ecuador-
S.A.S. The Subsidiary Balaxi Global DMCC
was incorporated with a focus to carry out
the international distribution business of the
Company. The main objects of the subsidiary
Company are in line with the main objects of the
parent Company.

The Subsidiary, Balaxi Global DMCC further have
six wholly owned subsidiaries:

(a) Balaxi Healthcare Guatemala, S.A, Republic
of Guatemala

(b) Balaxi Healthcare Dominican, S.R.L,
Dominican Republic

(c) Balaxi Healthcare Honduras, S. DE R.L. DE
C.V, Honduras

(d) Balaxi Healthcare Centrafrique, SARL,
Centrafrique

(e) Balaxi Healthcare El Salvador S.A DE., El
Salvador

(f) Balaxi Healthcare Angola, Republic of
Angola

The above-mentioned Companies are step down
subsidiaries of your Company, these step-down
subsidiaries work as an extended arm for the
Company by managing the local operations and
distribution in our existing markets of Africa and
Latin America.

Pursuant to the provisions of Section 129(3)
of the Companies Act, 2013 (“the Act”) read
with Companies (Accounts) Rules, 2014, a
statement containing the salient features of
financial statements of the Subsidiaries in Form
No. AOC-1 is attached as Annexure- A to this
report. The statement also provides details of
the performance and the financial position of the
subsidiaries.

Further, pursuant to the provisions of Section
136 of the Act, the financial statements of the
Company including the consolidated financial
statements along with relevant documents are
available on Investor section of the website of the
Company at https://balaxipharma.in/financial-
results. Copies of the financial statements of the
subsidiary companies are also available on the
Company’s website at https://balaxipharma.in/
subsidiaries-financial-statements.

ii. Associate Company/ Joint Venture

During the year under review, the Company does
not have any associates or Joint ventures.

During the year under review no Company has ceased
to be Company’s Subsidiary/ Joint Venture/ Associate.

9. CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements for the financial
year ended March 31, 2025, are prepared in accordance
with Indian Accounting Standards as per the Companies
(Indian Accounting Standards) Rules, 2015 notified
under section 133 and other relevant provisions of the
Act.

As per the provisions of Section 136 of the Act, the
Company has placed separate audited accounts of its
subsidiaries on its website at https://balaxipharma.
in/subsidiaries-financial-statements and a copy of
separate audited financial statements of its subsidiaries
will be provided to shareholders upon their request.

10. CHANGE IN THE NATURE OF BUSINESS:

There have been no changes in the nature of the
business of the Company during the year under review.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

As on March 31, 2025, The Board consists of 6 (six)
Directors, with an optimum mix of 4 (four) Independent
Directors, 1 (one) Executive Director and 1 (one) Non¬
Executive Director. The Board consists of 2 (two)
Woman Directors, 1 (one) of whom is an Independent
Director.

i. Appointments and Resignations during the year

under review:

Directors:

> During the year under review, Mrs. Purnima
Singh Kamble with effect from May 08,
2024 has tendered her resignation from
the Board of the Company due to her other
professional commitments. She further
confirmed in her resignation letter that there
is no other material reason for stepping
down from her position as the Independent
Director. The Board of Directors took note
of the same and appreciated Mrs. Purnima
Singh Kamble for her valuable suggestions
and inputs.

> The Board, based on the recommendation
of the Nomination and remuneration
Committee, appointed Ms.Akshita Surana
as an Independent Director on the Board
of the Company w.e.f 05.09.2024 and the
approval from the Shareholders was sought
by way of a Postal Ballot which was passed
with requisite majority.

Except the above, there were no changes in the

Board of Directors of the Company.

Key Managerial Personnel:

> Mr. Udayan Shukla, resigned from the

position of Company Secretary and
Compliance Officer of the Company w.e.f.
close of business hours on May 04, 2024.
The Board placed on record its sincere
appreciation for the contribution made by
him during his tenure.

> Mr. Mahesh Inani was appointed the

company secretary of the company with
effect from May 29, 2024.

> Mr.Mahesh Inani resigned from the position
of the Company Secretary and Compliance
officer w.e.f close of business hours on

05.11.2024. The Board placed on record
its appreciation for the contribution made
by him during his tenure.

> Mr.Mohith Kumar Khandelwal was

appointed as the Company Secretary and

Compliance officer of the Company w.e.f.

06.11.2024.

Except the above, there were no changes in the

Key Managerial Personnel of the Company.

ii. Re-appointments proposed at the AGM:

> In accordance with the provisions of the
Act and the Articles of Association of the
Company, Mrs. Minoshi Maheshwari (DIN:
01575975), Director of the Company,
retires by rotation at the ensuing Annual
General Meeting and being eligible, offers
herself for re-appointment. Based on the
recommendation of the Nomination and
Remuneration Committee, the Board of
Directors recommends her re-appointment
as a Director, liable to retire by rotation.

12. MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, The Board of Directors
of the Company met 5 (Five) times on May 29, 2024,
August 02, 2024, September 05, 2024, November 05,
2024, and February 10, 2025. The maximum interval
between any two meetings did not exceed 120 days, as
prescribed under the Act. The details of the meetings
are provided in the Corporate Governance Report,
which forms a part of this annual report.

13. COMMITTEES OF THE BOARD:

As on March 31, 2025, pursuant to the requirement
under the Act and the Listing Regulations, the Board of
Directors had the following Committees:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders’ Relationship Committee;

iv. Corporate Social Responsibility Committee and

v. Risk Management Committee.

As on March 31, 2025, the Audit Committee comprises
of Mr. Kunal Bhakta, Chairman, Mr. Gandhi Gamji,
Member, Mr. Mangina Srinivasa Rao, Member and Mr.
Ashish Maheshwari, Member.

The composition, terms of reference of the Committees
and number of meetings held during the year are
provided in the Corporate Governance Report, which
forms a part of this annual report.

During the year, all the recommendations made by the
Board Committees, including the Audit Committee,
were accepted by the Board.

14. MEETING OF INDEPENDENT DIRECTORS:

Meeting of the Independent Directors without the
presence of Non- Independent Directors and members
of Management was duly held on March 26,2025,
where the Independent Directors inter alia evaluated
the performance of Non-Independent Directors
and the Board of Directors as a whole, reviewed the
performance of Chairperson of the Board and assessed
the quality, quantity and timeliness of the flow of
information between the Management of the Company
and the Board of Directors.

15. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted requisite
declarations confirming that they continue to meet
the criteria of independence as provided in Section
149(6) of the Act and Regulation 16(1) (b) of the Listing
Regulations. Based on the declarations submitted by the
Independent Directors, Board is of the opinion that the
Independent Directors fulfil the conditions specified in
the Act and Listing Regulations and are independent of
the Management.

Independent Directors have also confirmed of having
complied with Rule 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules,
2014, as amended, by including/ registering their names
in the data bank of Independent Directors maintained
with Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent
Directors have the integrity, expertise and experience,
including the proficiency required to effectively
discharge their roles and responsibilities in directing
and guiding the affairs of the Company.

16. FAMILIARIZATION PROGRAMMES FOR
INDEPENDENT DIRECTORS:

All Directors including Independent Directors go
through a structured orientation/ familiarization
programme to make them familiar with their roles,
rights and responsibilities in the Company at the time of
appointment and also on a recurrent basis. The details
of various programmes undertaken for familiarizing
the Independent Directors are available on the
website of the Company at https://balaxipharma.in/
assets/images/corporatepolicies/FAMILIARIZATION_
PROGRAMME_TO_INDEPENDENT_DIRECTORS_.
pdf.

17. BOARD EVALUATION:

Pursuant to the provisions of the Act and the Listing
Regulations, Company has put in place a criteria for
annual evaluation of performance of Chairperson,
Individual Directors (Independent & Non -
Independent), Board Level Committees and the Board
as a whole.

Board evaluated the effectiveness of its functioning
and that of Committees and of Individual Directors
by seeking their inputs on various aspects of Board/
Committee Governance. Aspects covered in the
evaluation included criteria of corporate governance
practices, role played by the Board in decision making,
evaluating strategic proposals, discussing annual
budgets, assessing adequacy of internal controls,
review of risk Management procedures, participation
in the long-term strategic planning, the fulfilment of
Directors’ obligations and fiduciary responsibilities and
active participation at Board and Committee meetings.
Performance evaluation was made on the basis of
structured questionnaire considering the indicative

criteria as prescribed by the Evaluation Policy of the
Company. The evaluation policy can be accessed on
the website of the Company at https://balaxipharma.
in/assets/images/corporatepolicies/Board_Evaluation_
Policy.pdf.

In a separate meeting of the Independent Directors,
the performance of the Non-Independent Directors,
the Board as a whole and Chairman of the Board were
evaluated.

18. INVESTOR EDUCATION PROTECTION FUND (IEPF):

In terms of the provisions of Section 125 and other
applicable provisions of the Companies Act, 2013 and
the Rules made thereunder, the amount that remained
unclaimed for a period of seven years is required to be
transferred to the Investor Education and Protection
Fund (IEPF) administered by the Central Government.

During the year under review there was no amount of
unpaid dividend and no shares which were transferred
to the IEPF.

Details of Nodal Officer:

The details of the Nodal Officer appointed under
the provisions of Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, are given below and the same is
disseminated on the website of the Company.

Name of the Nodal Mr. Mohith Kumar Khandelwal
Officer (w.e.f November 06,2024)

Designation Company Secretary and

Compliance Officer

Address and Address: Plot No. 409, H.

Contact Number No. 8-2-293, Maps Towers,

3^rd Floor, Phase - III, Road No.
81, Jubilee Hills, Hyderabad
(T.G.) - 500 096.

Contact Number: 91 40
23555300

Email ID [email protected]

19. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, it is hereby
confirmed that the Directors have:

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

ii. 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.

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

iv. prepared the annual accounts on a going concern
basis.

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

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

20. AUDIT AND AUDITORS:

i. Statutory Auditors and their report

The Members of the Company, at the 80^th Annual
General Meeting (“AGM”) of the Company held on
August 25, 2023, had approved the appointment
of M/s P. Murali & Co., Chartered Accountants
(Firm registration number: 007257S), as Statutory
Auditors of the Company, to hold office from the
conclusion of 80^th AGM till the conclusion of the
ensuing 85^th AGM.

The Auditors Report for the Financial Year
ended March 31, 2025, does not contain any
qualification, reservation, adverse remark or
disclaimer. The report is enclosed with the
financial statements in this Annual Report.

ii. Secretarial Auditors and their report

Section 204 of the Act, inter-alia, requires every
listed Company to annex to its Board’s report, a
Secretarial Audit Report, given in the prescribed
form, by a Company Secretary in Practice.

The Board of Directors had appointed BVR
& Associates Company Secretaries LLP as
Secretarial Auditors to conduct Secretarial Audit
of the Company for the Financial Year ended
March 31, 2025 and their report in Form MR-3 is
annexed to this Report as Annexure B. There are
no qualifications, reservations, adverse remarks or
disclaimer in the said report except the following.

However, it is noted that the Company was
non-compliant with Regulation 17(1)(a) of SEBI
(LODR) Regulations, 2015, due to a delay of
27 days in appointing a Woman Independent
Director. Consequently, a fine of 71,35,000/- plus
applicable GST was levied by NSE. The matter
was placed before the Board at its meeting held
on February 10, 2025, along with the explanation
for the delay.

Board’s Comment

The Company was in the process of shortlisting
and finalizing the right candidate for the position
of Independent Women Director. However,
as the finalization of the candidate took time,
the appointment couldn’t be completed within
the stipulated timeline and was consequently
delayed.

The Company had noted the same at it’s board
meeting held on 10.02.2025 and the comments
made by the Board on the fine levied by the
exchange were given as an outcome of the
meeting. The fine amount of 7 1,35,000/- was
also paid.

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration
of Managerial Personnel)Rules, 2014 read with
Regulation 24 A of the SEBI (LODR) Regulations,
2015, as amended, the Board, subject to the
approval of the Shareholders, has appointed
M/s. BVR & Associates Company Secretaries
LLP ( a peer reviewed firm, represented by
Mr.Yogindunath S, partner of the firm, having
CP No.9137) to undertake the Secretarial Audit
of the Company for a period of five consecutive
years i.e., from FY 2025-26 till FY 2029-30.

iii. Internal Auditors

The company has appointed M/s Siva Ramakrishna
& Associates, Chartered accountants, Hyderabad
as the internal auditors for the F.Y 2024-25.
The idea behind conducting Internal Audit is
to examine that the company is carrying out
its operations effectively and performing the
processes, procedures and functions as per the
prescribed norms. The Internal Auditors reviewed
the adequacy and efficiency of the key internal
controls guided by the Audit Committee.

21. PARTICULARS OF EMPLOYEES:

Information required under Section 197 (12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is provided in Annexure C to this report.

Information required under Section 197(12) of the Act
read with Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in a separate
Annexure forming part of this report.

However, the annual report is being sent to the
members, excluding the aforesaid Annexure. In terms
of Section 136 of the Act, the said Annexure is open for
inspection. Any member interested in obtaining a copy
of the same may write to the Company Secretary.

22. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory
Auditors nor the Secretarial Auditors or the Internal
Auditors have reported to the Audit Committee, under
Section 143(12) of the Act, any instances of fraud
committed against the Company by its officers or
employees.

23. NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Committee works with
the Board to determine the appropriate characteristics,
skills and experience for the Board as a whole and
its individual members with an objective of having
a Board with diverse backgrounds and experience.
Characteristics expected from all Directors include
independence, integrity, high personal and professional
ethics, sound business judgment, ability to participate
constructively in deliberations and willingness to
exercise authority in a collective manner. Policy on
appointment and removal of Directors can be accessed
at the weblink https://balaxipharma.in/assets/
images/corporatepolicies/POLICY_ON_Director_
APPOINTMENTpdf.

Based on the recommendations of Nomination and
Remuneration Committee, Board approved the
Remuneration Policy for Directors, Key Managerial
Personnel (KMP) and all other employees of Company.
As part of the policy, Company strives to ensure that:

i. The level and composition of remuneration is
reasonable and sufficient to attract, retain and
motivate Directors of the quality required to run
the Company successfully;

ii. Relationship between remuneration and
performance is clear and meets appropriate
performance benchmarks; and

iii. Remuneration to Directors, KMP and senior
Management involves a balance between fixed
and incentive pay reflecting short and long¬
term performance objectives, appropriate to the
working of Company and its goals.

The salient features of this policy are:

• This Policy sets out the guiding principles for
the Human Resources and Nomination and
Remuneration Committee for recommending to
the Board the remuneration of the directors, key
managerial personnel and other employees of the
Company.

• It lays down the parameters based on which
payment of remuneration (including sitting fees
and remuneration) should be made to Non¬
Executive Directors.

• It lays down the parameters based on which
remuneration (including fixed salary, benefits

and perquisites, commission, retirement benefits)
should be given to Whole-time Directors, KMPs
and rest of the employees.

The Remuneration Policy for Directors, KMP and other
employees can be accessed at the weblink https://
balaxipharma.in/assets/images/corporatepolicies/
Remuneration_Policy.pdf.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy for
Vigil Mechanism for Directors and Employees to report
to the Management instances of unethical behaviour,
fraud or violation of Company’s code of conduct. The
mechanism provides for adequate safeguards against
victimization of employees and Directors who use such
mechanism and makes provision for direct access to
the Chairperson of the Audit Committee. No person
has been denied access to the Audit Committee.

During the year under review, the Company has not
received any instances of genuine concerns from
Directors or employees under this mechanism. The
Company has also hosted the Whistle Blower Policy
on the website of the Company and can be accessed
at the weblink https://balaxipharma.in/assets/images/
corporatepolicies/BPL_WHISTLE_BLOWER_POLICY.
pdf.

25. POLICY ON MATERIAL SUBSIDIARIES:

The Board of Directors of the Company has, in
accordance with the Listing Regulations, approved and
adopted a Policy for determining material subsidiaries
and the said policy as uploaded on the website of the
Company can be accessed at the weblink: https://
balaxipharma.in/assets/images/corporatepolicies/03-
POLICY_ON_MATERIAL_SUBSIDIARY.pdf.

26. CORPORATE SOCIAL RESPONSIBILITY:

Your Company has always discharged its social
responsibility as a part of its Corporate Governance
philosophy. We are ethically and socially motivated and
have always contributed towards the development of
the society at large. For us, business priorities co-exist
with social commitments to drive holistic development
of people and communities. We seek to touch and
transform people’s lives by promoting healthcare,
education and sustainability.

The Corporate Social Responsibility Committee (“CSR
Committee”) constituted by the Board of Directors has
formulated a Corporate Social Responsibility Policy
(“CSR Policy”) indicating the activities to be undertaken
by the Company. The CSR Committee monitors the
CSR Policy and recommends the amount of expenditure
to be incurred towards CSR activities. CSR Committee
has met once during the year under review on May

28,2024.

The CSR Committee comprises of the following directors:

S No. Name of Committee Members	Designation in the Committee	Category of Directorship
1. Mrs. Minoshi Maheshwari	Chairperson	Non - Executive and Promoter
2. Mr. Ashish Maheshwari	Member	Executive and Promoter
3. Mr. Gandhi Gamji	Member	Non-Executive and Independent

During the year under review, there were no
substantive changes in the Policy except to align the
Policy with amendments made in the Act and the policy
is available on the website of the Company at https://
balaxipharma.in/assets/images/corporatepolicies/
CSR_Policy.pdf.

As per the provisions of Section 135 of the Act and the
Rules made thereunder, the Company was required to
spend 7 31.82 Lakhs for the financial year 2024-25, i.e.,
at least 2% of the average net profits of the Company
made during the three immediately preceding financial
years. The Company, however, spent an amount of 7
3.17 Lakhs towards CSR activities during the financial
year 2024-25. The unspent amount of 7 28.65 Lakhs
relates to an ongoing project and has been transferred
to a separate bank account titled ‘Balaxi Pharmaceuticals
Ltd UCSR FY 2024-25’. The amount transferred will be
spent within the time limits specified in the Act and the
Rules made thereunder.

The brief outline of the CSR Policy of the Company,
initiatives undertaken by the Company on CSR activities
during the year under review and details regarding CSR
Committee are set out in Annexure D of this report as
“Annual Report on CSR Activities”.

27. RISK MANAGEMENT POLICY:

The Company has developed and implemented a Risk
Management policy detailing risks associated with
its business, process of identification of elements of
risks, monitoring and mitigation of these risks. The
Management of the Company with the help of inhouse
team and internal auditor, identifies the risks. Risks are
generally associated with the areas of new products,
information security, digitization etc. The Company had
taken adequate checks and balances to eliminate and
minimize the risk through the robust implementation
of ERP (SAP) system. The Risk Management Policy of
the Company may be accessed at the website of the
Company at https://balaxipharma.in/assets/images/
corporatepolicies/Risk_Management_Policy.pdf.

28. INTERNAL FINANCIAL CONTROLS:

The Board has adopted policies and procedures for
ensuring the orderly and efficient conduct of its
business, including adherence to the Company’s policies,
safeguarding of its assets, prevention and detection of
frauds and errors, accuracy and completeness of the
accounting records, and timely preparation of reliable
financial disclosures. The Company’s Chief Financial
Officer has overall responsibility for the Management
of the Company, including the design, implementation,

and monitoring of internal control. Internal controls are
implemented by individuals throughout the Company,
and it is important that competent, well-trained
individuals are involved in the design and oversight of
the controls. Audit Committee reviews the adequacy and
effectiveness of internal control system and monitors
the implementation of audit recommendations.

The Company has implemented adequate procedures
and internal control systems which provide reasonable
assurance regarding reliability of financial reporting
and preparation of financial statements. The Company
is operating in a fully computerized environment and
maintains all its records in ERP (SAP) System and the
work flow; approvals are completely routed through
ERP(SAP).

The Company has appointed Internal Auditors to
examine the internal controls and verify whether the
workflow of the organization is in accordance with the
approved policies of the Company. Internal Financial
Controls were reviewed by the Audit Committee.
Further, the Board also reviews effectiveness of the
Company’s internal control system and the Statutory
Auditors of the Company also carried out audit of
Internal Financial Controls over Financial Reporting of
the Company as on March 31,2025 and issued their
report which forms part of the Independent Auditor’s
report.

29. DEPOSITS:

During the period under review, the Company has
not accepted any deposits within the meaning of
Sections 73 and 74 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014 and accordingly
no amount on account of principal or interest on public
deposits was outstanding as on March 31, 2025.

30. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

Particulars of loans given, guarantees provided and
investments made by the Company during the financial
year ended March 31, 2025, as required under
the provisions of Section 186 of the Act read with
Companies (Meetings of Board and its Powers) Rules,
2014, are disclosed in the notes to Financial Statements
which may be read as a part of this Report.

31. REVISION MADE IN FINANCIAL STATEMENTS/
BOARD’S REPORT:

The Company has not revised the Financial Statements
or Board’s Report in respect of any of the three
preceding financial years.

32. CODE OF CONDUCT:

In compliance with Regulation 17(5) of the Listing
Regulations, the Board of Directors have framed and
adopted Code of Conduct (“the Code”) for Directors
and Senior Management of the Company. The Code
provides guidance on ethical conduct of business
and compliance of law. The Code is available on the
Company’s website at https://balaxipharma.in/assets/
images/corporatepolicies/Code_of_Conduct_for_
Board_members_and_the_Senior_Management.pdf.

All Members of the Board and Senior Management
personnel have affirmed the compliance with the Code
as on March 31, 2025. A declaration to this effect,
signed by the Managing Director in terms of the Listing
Regulations, is given in the Corporate Governance
Report forming part of this Annual Report.

33. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return as on March 31,
2025 is available on the website of the Company in
the Miscellaneous section at https://balaxipharma.in/
investor-annual-report.

34. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Pursuant to Regulation 34 of the Listing Regulations,
the Management Discussion and Analysis Report for
the year under review is presented in a separate section
and forms part of this Annual Report.

35. CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

All contracts, arrangements and transactions entered by
the Company with related parties during the financial
year 2024-25 were in the ordinary course of business
and on an arm’s length basis. During the year, the
Company did not enter into any transaction, contract
or arrangement with related parties, which could be
considered material, in accordance with the Company’s
Policy on dealing with Related Party Transactions (“RPT
Policy”). Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the
Act in Form AOC-2 is not applicable.

During the year under review, all related party
transactions entered into by the Company were
approved by the Audit Committee. Prior omnibus
approval of the Audit Committee is obtained for the
transactions which are foreseen and are repetitive in
nature.

As required under the Indian Accounting Standards,
related party transactions are disclosed in Notes to the
Company’s financial statements for the financial year
ended March 31, 2025.

In accordance with the requirements of the Listing
Regulations, the Company has adopted a Policy

on Materiality of Related Party Transactions and
the same has been placed on the website of the
Company at https://balaxipharma.in/assets/images/
corporatepolicies/02-POLICY_ON_RELATED_PARTY_
TRANSACTIONS.pdf.

36. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest
standards of Corporate Governance and adhere to the
Corporate Governance requirements. The Corporate
Governance Report, as required under Regulation 34
read with Schedule V of the Listing Regulations, forms
part of this Annual Report.

The Practicing Company Secretary’s Certificate
confirming compliance with Corporate Governance
norms is attached to the Corporate Governance Report.

Further, as required under Regulation 17(8) of the
Listing Regulations, a certificate from the Managing
Director and CFO is also attached to the Corporate
Governance Report.

37. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT:

The Business Responsibility & Sustainability Report
(“BRSR”) of the Company for the Financial year ended
March 31, 2025 forms part of this Annual Report
as required under Regulation 34(2)(f) of the Listing
Regulations.

38. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, 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 of the Companies (Accounts) Rules, 2014
is annexed herewith and forms part of this Report as
Annexure E.

39. DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

Company has zero tolerance towards sexual harassment
at the workplace. Company has adopted a policy
on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions
of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the rules made thereunder.

The Company has complied with the provisions
relating to the constitution of the Internal Complaints
Committee as per the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013.

During the year under review, the Company has not
received any Complaint of sexual harassment.

40. LISTING STATUS:

The Company’s equity shares are listed on National
Stock Exchange of India Limited (“NSE”). The Company
has paid the listing fees to NSE and the Annual Custody
Fee to National Securities Depository Limited and
Central Depository Services (India) Limited for the
financial year ended March 31, 2025.

41. PREVENTION OF INSIDER TRADING AND CODE
OF FAIR DISCLOSURE:

The Board has formulated a code of internal procedures
and conduct to regulate, monitor and report trading by
Insiders. This code lays down guidelines, procedures
to be followed and disclosures to be made by the
insiders while dealing with shares of the Company and
cautioning them on consequences of non-compliances.
The copy of the same is available on the website of
the Company in the Investor section at https://
balaxipharma.in/assets/images/corporatepolicies/BPL_
PIT_Code_of_Conduct.pdf.

Further, the Board has also formulated code of Practices
and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (“Fair Disclosure Code”) for
fair disclosure of events and occurrences that could
impact price discovery in the market for the Company’s
securities and to maintain the uniformity, transparency
and fairness in dealings with all stakeholders and ensure
adherence to applicable laws and regulations. The copy
of the same is available on the website of the Company
in the Investor section at https://balaxipharma.in/
assets/images/corporatepolicies/Code_of_Practices_
And_Procedures_For_Disclosure_of_UPSI.pdf.

42. OTHER DISCLOSURES:

i. The Company does not have any Employee Stock
Option Scheme & Employee Stock Purchase
Scheme for its Employees/ Directors.

ii. The Company has not issued sweat equity shares
and shares with differential rights as to dividend,
voting or otherwise.

iii. The shareholders by the way of postal ballot on
April 18, 2024 have approved the subdivision of
the face value of equity shares of the company
from T 10 to T 2 /- each fully paid up.

iv. The Company has complied with Secretarial
Standards, i.e. SS-1 and SS-2, relating to Meetings

of the Board of Directors and General Meetings,
issued by the Institute of Company Secretaries of
India.

v. There were no significant or material orders
passed by the regulators or courts or tribunals
which could impact the going concern status of
the Company and its future operations.

vi. The Company is not required to make and
maintain such accounts and cost records as
specified by the Central Government under sub¬
section (1) of Section 148 of the Act read with
the Companies (Accounts) Rules, 2014.

vii. Pursuant to Section 197 (14) of the Act, the
Managing Director of the Company did not
receive any remuneration or commission from its
subsidiaries/ holding company.

viii. There are no applications made or proceedings
pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

ix. The Company has not entered into one time
settlement with any Banks or Financial Institutions
during the year. Hence, disclosure pertaining
to difference between amount of the valuation
done at the time of one-time settlement and the
valuation done while taking loan is not applicable.

43. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation
for the continued co-operation and support extended
to the Company by government authorities, customers,
vendors, regulators, banks, financial institutions, rating
agencies, stock exchanges, depositories, auditors, legal
advisors, consultants, business associates, members and
other stakeholders during the year. The Directors also
convey their appreciation to employees at all levels for
their contribution, dedicated services and confidence in
the management.

For and on behalf of the Board of Directors,

Mr. Ashish Maheshwari Mrs. Minoshi Maheshwari

(Managing Director) (Director)

DIN: 01575984 DIN: 01575975

Date: May 30,2025

Place: Hyderabad

---

Mar 31, 2024

The Board of Directors are pleased to submit its report on the performance of the Company along with the audited standalone and consolidated financial statements for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:

(Rs. in Lakhs)
PARTICULARS	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	7,019.60	10813.76	24,129.44	33643.27
Other Income	239.86	660.41	(264.65)	263.69
Total Income	^^7,259.46	11474.17	23,864.79	33906.96
Operating expenditure	6,495.99	9131.68	19,456	27989.48
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense (EBITDA)	763.49	2342.49	4408.79	5917.47
Less: Depreciation	(51.06)	(51.54)	(209.84)	(175.25)
Less: Finance Costs	(154.12)	(45.90)	(167.71)	(50.00)
Profit /loss before Tax Expense (PBT)	^^558.31	2245.05	4,030.87	5692.23
Less: Tax Expense (Current & Deferred)	(193.28)	(622.84)	(440.23)	(1095.98)
Profit After Tax (PAT)	^^365.03	1622.21	(238.70)	4596.25
Basic EPS (T)	3.55	16.17	(2.32)	45.81
Diluted EPS (T)	3.54	16.02	(2.31)	45.40

2. STATE OF COMPANY’S AFFAIRS:Consolidated:

During the period under review the Company recorded a Total revenue from operations of T 23,864.79 Lakhs as against T 33906.96 Lakhs in the previous financial year. Profit before tax (PBT) stood at T 4,030.87 Lakhs as against T 5692.23 Lakhs in the previous financial year. Profit after tax (PAT) decreased to T (238.70) lakhs as against T 4596.25 Lakhs in the previous financial year.

Standalone:

During the period under review the Company recorded a Total revenue from operations of T 7,019.60 Lakhs as against T 10,813.76 Lakhs in the previous financial year. Profit before tax (PBT) stood at T 558.31 Lakhs as against T 2245.05 Lakhs in the previous financial year. Similarly, Profit after tax (PAT) stood at T 365.03 lakhs as against T 1,622.21 Lakhs in the previous financial year.

3. DIVIDEND:

The Board of Directors of the Company after considering factors such as elongated working capital cycle and capex requirement, have not recommended any dividend for the financial year ended March 31, 2024.

The Company has formulated a Dividend Distribution Policy in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). The Dividend Distribution Policy can be accessed from the Investor section of the website of the Company at https://balaxipharma.in/assets/images/ corporatepolicies/Dividend_Distribution_Policy.pdf.

4. TRANSFER TO RESERVES:

During the year under review, no transfer is proposed to any reserves and accordingly, the entire balance available in the statement of profit and loss is retained in it.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting the financial position of the Company that have occurred between the close of the financial year ended March 31, 2024 and the date of this Board’s Report.

6. PREFERENTIAL ISSUE:

During the year under review, out of total 10,70,000 (Ten Lakhs Seventy Thousand) Convertible Warrants

issued at an issue price of 7 451/- (Rupees Four Hundred and Fifty-One only) each per Warrant a total of 7,16,500 warrants were converted in to shares.

The amount raised by preferential issue will be used by the Company to meet the capital expenditure requirements to support the construction of the Company’s first pharmaceutical formulation plant, being set up at Jadcherla, Hyderabad. Further, it may be utilized to meet working capital requirements and general corporate purposes and may also be utilized to undertake any additional business activities under the main objects clause of the Memorandum of Association of the Company.

During the period under review, there has been no deviation or variation in the utilization of the proceeds of the preferential issue.

7. SHARE CAPITAL:

The paid-up share capital of the Company as on March 31, 2024, was 7 10,89,77,500/- (Rupees Ten Crore Seventy-Four lakhs seventy-two thousand and five hundred only) divided into 1,08,97,750 (One Crore eight lakhs ninety seven thousand seven fifty olnly) equity shares of 7 10/- each.

Further, several warrant holders to whom the warrants were allotted by the Company had applied for conversion of warrants into equity shares. Consequently, the Board of Directors vide circular resolutions passed on May 09, 2023, January 25, 2024 , February 23,2024 and March 15,2024. have allotted 48,950/-, 1,04,050/-,4,13,000/- and 1,50,500/- Equity Shares respectively at an issue price of 7 451/- each i.e., of the face value of 7 10/- each and at a premium of 7 441/- each per equity share to the warrant holders who had applied for conversion of their warrants.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:i. Balaxi Global DMCC, Dubai- Subsidiary Company

Your Company has two wholly owned subsidiary, Balaxi Global DMCC in Dubai, United Arab Emirates (“UAE”) and Balaxi healthcare Ecuador-S.A.S. The Subsidiary Balaxi Global DMCC was incorporated with a focus to carry out the international distribution business of the Company. The main objects of the subsidiary Company are in line with the main objects of the parent Company.

The Subsidiary, Balaxi Global DMCC further have six wholly owned subsidiaries:

(a) Balaxi Healthcare Guatemala, S.A, Republic of Guatemala

(b) Balaxi Healthcare Dominican, S.R.L, Dominican Republic

(c) Balaxi Healthcare Honduras, S. DE R.L. DE C.V, Honduras

(d) Balaxi Healthcare Centrafrique, SARL, Centrafrique

(e) Balaxi Healthcare El Salvador S.A DE., El Salvador

(f) Balaxi Healthcare Angola, Republic of Angola

The above-mentioned Companies are step down subsidiaries of your Company, these step-down subsidiaries work as an extended arm for the Company by managing the local operations and distribution in our existing markets of Africa and Latin America.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (“the Act”) read with Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of the Subsidiaries in Form No. AOC-1 is attached as Annexure- A to this report. The statement also provides details of the performance and the financial position of the subsidiaries.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company including the consolidated financial statements along with relevant documents are available on Investor section of the website of the Company at https://balaxipharma.in/financial-results. Copies of the financial statements of the subsidiary companies are also available on the Company’s website at https://balaxipharma.in/ subsidiaries-financial-statements.

ii. Associate Company/ Joint Venture

During the year under review, the Company does not have any associates or Joint ventures.

During the year under review no Company has ceased to be Company’s Subsidiary/ Joint Venture/ Associate.

9. CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements for the financial year ended March 31, 2024, are prepared in accordance with Indian Accounting Standards as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 and other relevant provisions of the Act.

As per the provisions of Section 136 of the Act, the Company has placed separate audited accounts of its subsidiaries on its website at https://balaxipharma. in/subsidiaries-financial-statements and a copy of separate audited financial statements of its subsidiaries will be provided to shareholders upon their request.

10. CHANGE IN THE NATURE OF BUSINESS:

There have been no changes in the nature of the business of the Company during the year under review.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2024, The Board consists of 6 (six) Directors, with an optimum mix of 4 (four) Independent Directors, 1 (one) Executive Director and 1 (one) NonExecutive Director. The Board consists of 2 (two) Woman Directors, 1 (one) of whom is an Independent Director.

i. Appointments and Resignations during the year

under review:

Directors:

> During the year under review there were no changes in the directors of the company. , Mrs .Purnima Singh Kamble with effect from May 08^th ,2024 has tendered her resignation from the board of the company and board of the directors took note of the same and appreciated Mrs. Purnima Singh Kamble for her valuable suggestions and inputs.

Except the above, there were no changes in the

Board of Directors of the Company.

Key Managerial Personnel:

> Mr. Udayan Shukla, resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. close of business hours on May 04, 2024. The Board placed on record its sincere appreciation for the contribution made by him during his tenure.

> Mr. Mahesh Inani has been appointed as the company secretary of the company with effect from May 29, 2024.

Except the above, there were no changes in the

Key Managerial Personnel of the Company.

ii. Re-appointments proposed at the AGM:

> In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Minoshi Maheshwari (DIN: 01575975), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends her re-appointment as a Director, liable to retire by rotation.

12. MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, The Board of Directors

of the Company met 5 (Five) times on May 29, 2023, August 03, 2023, November 02, 2023, February 09, 2024, and February 28, 2024. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act. The details of the meetings are provided in the Corporate Governance Report, which forms a part of this annual report.

13. COMMITTEES OF THE BOARD:

As on March 31, 2024, pursuant to the requirement under the Act and the Listing Regulations, the Board of Directors had the following Committees:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders’ Relationship Committee;

iv. Corporate Social Responsibility Committee and

v. Risk Management Committee.

As on March 31, 2024, the Audit Committee comprises of Mr. Kunal Bhakta, Chairman, Mr. Gandhi Gamji, Member, Mr. Maniga Srinivasa Rao, Member and Mr. Ashish Maheshwari, Member.

The composition, terms of reference of the Committees and number of meetings held during the year are provided in the Corporate Governance Report, which forms a part of this annual report.

During the year, all the recommendations made by the Board Committees, including the Audit Committee, were accepted by the Board.

14. MEETING OF INDEPENDENT DIRECTORS:

Meeting of the Independent Directors without the presence of Non- Independent Directors and members of Management was duly held on February 26, 2024, where the Independent Directors inter alia evaluated the performance of Non-Independent Directors and the Board of Directors as a whole, reviewed the performance of Chairperson of the Board and assessed the quality, quantity and timeliness of the flow of information between the Management of the Company and the Board of Directors.

15. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. Based on the declarations submitted by the Independent Directors, Board is of the opinion that the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the Management.

Independent Directors have also confirmed of having complied with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, by including/ registering their names

in the data bank of Independent Directors maintained with Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent Directors have the integrity, expertise and experience, including the proficiency required to effectively discharge their roles and responsibilities in directing and guiding the affairs of the Company.

16. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

All Directors including Independent Directors go through a structured orientation/ familiarization programme to make them familiar with their roles, rights and responsibilities in the Company at the time of appointment and also on a recurrent basis. The details of various programmes undertaken for familiarizing the Independent Directors are available on the website of the Company at https://balaxipharma.in/ assets/images/corporatepolicies/FAMILIARIZATION_ PROGRAMME_TO_INDEPENDENT_DIRECTORS_. pdf.

17. BOARD EVALUATION:

Pursuant to the provisions of the Act and the Listing Regulations, Company has put in place a criteria for annual evaluation of performance of Chairperson, Individual Directors (Independent & Non -Independent), Board Level Committees and the Board as a whole.

Board evaluated the effectiveness of its functioning and that of Committees and of Individual Directors by seeking their inputs on various aspects of Board/ Committee Governance. Aspects covered in the evaluation included criteria of corporate governance practices, role played by the Board in decision making, evaluating strategic proposals, discussing annual budgets, assessing adequacy of internal controls, review of risk Management procedures, participation in the long-term strategic planning, the fulfilment of Directors’ obligations and fiduciary responsibilities and active participation at Board and Committee meetings. Performance evaluation was made on the basis of structured questionnaire considering the indicative criteria as prescribed by the Evaluation Policy of the Company. The evaluation policy can be accessed on the website of the Company at https://balaxipharma. in/assets/images/corporatepolicies/Board_Evaluation_ Policy.pdf.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Board were evaluated.

18. INVESTOR EDUCATION PROTECTION FUND (IEPF):

In terms of the provisions of Section 125 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the amount that remained unclaimed for a period of seven years is required to be

transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government.

During the year under review there no amount of unpaid dividend and shares which were transferred to the IEPF.

Details of Nodal Officer:

The details of the Nodal Officer appointed under the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, are given below and the same is disseminated on the website of the Company.

Name of the Nodal	Mr. Mahesh Inani ( w.e.f May
Officer	29,204)
Designation	Company Secretary and Compliance Officer
Address and	Address: Plot No. 409, H.
Contact Number	No. 8-2-293, Maps Towers, 3rd Floor, Phase - III, Road No. 81, Jubilee Hills, Hyderabad (T.G.) - 500 096. Contact Number: 91 40 23555300
Email ID	[email protected]

19. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, it is hereby

confirmed that the Directors have:

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

ii. 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.

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

iv. prepared the annual accounts on a going concern basis.

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

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

20. AUDIT AND AUDITORS:

i. Statutory Auditors and their report

The Members of the Company, at the 80^th Annual General Meeting (“AGM”) of the Company held on August 25, 2023, had approved the appointment of M/s P. Murali & Co., Chartered Accountants (Firm registration number: 007257S), as Statutory Auditors of the Company, to hold office from the conclusion of 80^th AGM till the conclusion of the ensuing 85^th AGM.

The Auditors Report for the Financial Year ended March 31, 2024, does not contain any qualification, reservation, adverse remark or disclaimer. The report is enclosed with the financial statements in this Annual Report.

ii. Secretarial Auditors and their report

Section 204 of the Act, inter-alia, requires every listed Company to annex to its Board’s report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in Practice.

The Board of Directors had appointed BVR & Associates Company Secretaries LLP as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended March 31, 2024 and their report in Form MR-3 is annexed to this Report as Annexure B. There are no qualifications, reservations, adverse remarks or disclaimer in the said report.

iii. Internal Auditors

M/s PCN & Associates, Chartered Accountants, Hyderabad, internal auditors of the company had resigned with effect from October 26,2023. The company has appointed M/s Siva Ramakrishna & Associates, Chartered accountants, Hyderabad with the effect from November 2,2023 as the internal auditors for the F.Y 2023-24. The idea behind conducting Internal Audit is to examine that the company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Auditors reviewed the adequacy and efficiency of the key internal controls guided by the Audit Committee.

21. PARTICULARS OF EMPLOYEES:

Information required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure C to this report.

Information required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also provided in Annexure C to this report.

22. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors or the Internal Auditors have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees.

23. NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with an objective of having a Board with diverse backgrounds and experience. Characteristics expected from all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. Policy on appointment and removal of Directors can be accessed at the weblink https://balaxipharma.in/assets/ images/corporatepolicies/POLICY_ON_Director_ APPOINTMENT.pdf.

Based on the recommendations of Nomination and Remuneration Committee, Board approved the Remuneration Policy for Directors, Key Managerial Personnel (KMP) and all other employees of Company. As part of the policy, Company strives to ensure that:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

ii. Relationship between remuneration and

performance is clear and meets appropriate performance benchmarks; and

iii. Remuneration to Directors, KMP and senior Management involves a balance between fixed and incentive pay reflecting short and longterm performance objectives, appropriate to the working of Company and its goals.

The salient features of this policy are:

• This Policy sets out the guiding principles for

the Human Resources and Nomination and

Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

• It lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to NonExecutive Directors.

• It lays down the parameters based on which

remuneration (including fixed salary, benefits

and perquisites, commission, retirement benefits) should be given to Whole-time Directors, KMPs and rest of the employees.

The Remuneration Policy for Directors, KMP and other employees can be accessed at the weblink https:// balaxipharma.in/assets/images/corporatepolicies/ Remuneration_Policy.pdf.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy for Vigil Mechanism for Directors and Employees to report to the Management instances of unethical behaviour, fraud or violation of Company’s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee. No person has been denied access to the Audit Committee.

During the year under review, the Company has not received any instances of genuine concerns from Directors or employees under this mechanism. The Company has also hosted the Whistle Blower Policy on the website of the Company and can be accessed at the weblink https://balaxipharma.in/assets/images/ corporatepolicies/BPL_WHISTLE_BLOWER_POLICY. pdf.

25. POLICY ON MATERIAL SUBSIDIARIES:

The Board of Directors of the Company has, in accordance with the Listing Regulations, approved and

adopted a Policy for determining material subsidiaries and the said policy as uploaded on the website of the Company can be accessed at the weblink: https:// balaxipharma.in/assets/images/corporatepolicies/03-POLICY_ON_MATERIAL_SUBSIDIARY.pdf.

26. CORPORATE SOCIAL RESPONSIBILITY:

Your Company has always discharged its social responsibility as a part of its Corporate Governance philosophy. We are ethically and socially motivated and have always contributed towards the development of the society at large. For us, business priorities co-exist with social commitments to drive holistic development of people and communities. We seek to touch and transform people’s lives by promoting healthcare, education and sustainability.

The Corporate Social Responsibility Committee (“CSR Committee”) constituted by the Board of Directors has formulated a Corporate Social Responsibility Policy (“CSR Policy”) indicating the activities to be undertaken by the Company. The CSR Committee monitors the CSR Policy and recommends the amount of expenditure to be incurred towards CSR activities. CSR Committee has met once during the year under review on May 29,2023.

The CSR Committee comprises of the following directors:

S No.	Name of Committee Members	Designation in the Committee	Category of Directorship
1.	Mrs. Minoshi Maheshwari	Chairperson	Non - Executive and Promoter
2.	Mr. Ashish Maheshwari	Member	Executive and Promoter
3.	Mr. Gandhi Gamji	Member	Non-Executive and Independent
During the year under review, there were no substantive changes in the Policy except to align the Policy with amendments made in the Act and the policy is available on the website of the Company at https://balaxipharma.in/assets/images/ corporatepolicies/CSR_Policy.pdf.

As per the provisions of Section 135 of the Act and the Rules made thereunder, the Company was required to spend T 41.83 Lakhs for the financial year 2023-24, i.e., at least 2% of the average net profits of the Company made during the three immediately preceding financial years. The Company, however, spent an amount of T 11.00 Lakhs towards CSR activities during the financial year 2023-24. The unspent amount of T 30.83 Lakhs relates to an ongoing project and has been transferred to a separate bank account titled ‘Balaxi Pharmaceuticals Ltd UCSR FY 2023-24’. The amount transferred will be spent within the time limits specified in the Act and the Rules made thereunder.

The brief outline of the CSR Policy of the Company, initiatives undertaken by the Company on CSR activities during the year under review and details regarding CSR Committee are set out in Annexure D of this report as “Annual Report on CSR Activities”.

27. RISK MANAGEMENT POLICY:

The Company has developed and implemented a Risk Management policy detailing risks associated with its business, process of identification of elements of risks, monitoring and mitigation of these risks. The Management of the Company with the help of inhouse team and internal auditor, identifies the risks. Risks are generally associated with the areas of new products, information security, digitization etc. The Company had taken adequate checks and balances to eliminate and minimize the risk through the robust implementation of ERP (SAP) system. The Risk Management Policy of the Company may be accessed at the website of the Company at https://balaxipharma.in/assets/images/corporatepolicies/ Risk_Management_Policy.pdf.

28. INTERNAL FINANCIAL CONTROLS:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Company’s Chief Financial Officer has overall responsibility for the Management of the Company, including the design, implementation, and monitoring of internal control. Internal controls are implemented by individuals throughout the Company, and it is important that competent, well-trained individuals are involved in the design and oversight of the controls. Audit Committee reviews the adequacy and effectiveness of internal control system and monitors the implementation of audit recommendations.

The Company has implemented adequate procedures and internal control systems which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Company is operating in a fully computerized environment and maintains all its records in ERP (SAP) System and the workflow, approvals are completely routed through ERP(SAP).

The Company has appointed Internal Auditors to examine the internal controls and verify whether the workflow of the organization is in accordance with the approved policies of the Company. Internal Financial Controls were reviewed by the Audit Committee. Further, the Board also reviews effectiveness of the Company’s internal control system and the Statutory Auditors of the Company also carried out audit of Internal Financial Controls over Financial Reporting of the Company as on March 31, 2024 and issued their report which forms part of the Independent Auditor’s report.

29. DEPOSITS:

During the period under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and accordingly no amount on account of principal or interest on public deposits was outstanding as on March 31, 2024.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans given, guarantees provided and investments made by the Company during the financial year ended March 31, 2024, as required under the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, are disclosed in the notes to Financial Statements which may be read as a part of this Report.

31. REVISION MADE IN FINANCIAL STATEMENTS/ BOARD’S REPORT:

The Company has not revised the Financial Statements or Board’s Report in respect of any of the three preceding financial years.

32. CODE OF CONDUCT:

In compliance with Regulation 17(5) of the Listing Regulations, the Board of Directors have framed and adopted Code of Conduct (“the Code”) for Directors and Senior Management of the Company. The Code provides guidance on ethical conduct of business and compliance of law. The Code is available on the Company’s website at https://balaxipharma.in/assets/ images/corporatepolicies/Code_of_Conduct_for_ Board_members_and_the_Senior_Management.pdf.

All Members of the Board and Senior Management personnel have affirmed the compliance with the Code as on March 31, 2024. A declaration to this effect, signed by the Managing Director in terms of the Listing Regulations, is given in the Corporate Governance Report forming part of this Annual Report.

33. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available on the website of the Company in the Miscellaneous section at https://balaxipharma.in/ investor-annual-report.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented in a separate section and forms part of this Annual Report.

35. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts, arrangements and transactions entered by the Company with related parties during the financial year 2023-24 were in the ordinary course of business and on an arm’s length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties, which could be considered material, in accordance with the Company’s Policy on dealing with Related Party Transactions (“RPT Policy”). Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

During the year under review, all related party transactions entered into by the Company were approved by the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and are repetitive in nature.

As required under the Indian Accounting Standards, related party transactions are disclosed in Notes to the Company’s financial statements for the financial year ended March 31, 2024.

In accordance with the requirements of the Listing Regulations, the Company has adopted a Policy on Materiality of Related Party Transactions and the same has been placed on the website of the Company at https://balaxipharma.in/assets/images/ corporatepolicies/02-POLICY_ON_RELATED_PARTY_ TRANSACTIONS.pdf.

36. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements. The Corporate Governance Report, as required under Regulation 34 read with Schedule V of the Listing Regulations, forms part of this Annual Report.

The Practicing Company Secretary’s Certificate confirming compliance with Corporate Governance norms is attached to the Corporate Governance Report.

Further, as required under Regulation 17(8) of the Listing Regulations, a certificate from the Managing Director and CFO is also attached to the Corporate Governance Report.

37. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Business Responsibility & Sustainability Report (“BRSR”) of the Company for the Financial year ended March 31, 2024 forms part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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 of the Companies (Accounts) Rules, 2014 is annexed herewith and forms part of this Report as Annexure E.

39. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company has zero tolerance towards sexual harassment at the workplace. Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints

Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any Complaint of sexual harassment.

40. LISTING STATUS:

The Company’s equity shares are listed on National Stock Exchange of India Limited (“NSE”). The Company has paid the listing fees to NSE and the Annual Custody Fee to National Securities Depository Limited and Central Depository Services (India) Limited for the financial year ended March 31, 2024.

41. PREVENTION OF INSIDER TRADING AND CODE OF FAIR DISCLOSURE:

The Board has formulated a code of internal procedures and conduct to regulate, monitor and report trading by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company in the Investor section at https:// balaxipharma.in/assets/images/corporatepolicies/BPL_ PIT_Code_of_Conduct.pdf.

Further, the Board has also formulated code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Fair Disclosure Code”) for fair disclosure of events and occurrences that could impact price discovery in the market for the Company’s securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The copy of the same is available on the website of the Company in the Investor section at https://balaxipharma.in/ assets/images/corporatepolicies/Code_of_Practices_ And_Procedures_For_Disclosure_of_UPSI.pdf.

42. OTHER DISCLOSURES:

i. The Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its Employees/ Directors.

ii. The Company has not issued sweat equity shares and shares with differential rights as to dividend, voting or otherwise.

iii. The shareholders by the way of postal ballot on April 18,2024 have approved the subdivision of the face value of equity shares of the company from 2 10 to 2 2 /-.each fully paid up.

iv. The Company has complied with Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, issued by the Institute of Company Secretaries of India.

v. There were no significant or material orders passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.

vi. The Company is not required to make and maintain such accounts and cost records as specified by the Central Government under subsection (1) of Section 148 of the Act read with the Companies (Accounts) Rules, 2014.

vii. Pursuant to Section 197 (14) of the Act, the Managing Director of the Company did not receive any remuneration or commission from its subsidiaries/ holding company.

viii. There are no applications made or proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

ix. The Company has not entered into one time settlement with any Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

43. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the continued co-operation and support extended to the Company by government authorities, customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, business associates, members and other stakeholders during the year. The Directors also convey their appreciation to employees at all levels for their contribution, dedicated services and confidence in the management.

---

Mar 31, 2023

The Board of Directors are pleased to submit its report on the performance of the Company along with the audited standalone and consolidated financial statements for the financial year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:

(Rs. in Lakhs)
	Standalone		Consolidated
PARTICULARS	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	10813.76	10129.19	33643.27	27938.78
Other Income	660.41	274.80	263.69	497.17
Total Income	11474.17	10403.99	33906.96	28435.95
Operating expenditure	9131.68	8402.97	27989.48	22918.34
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense (EBITDA)	2342.49	2001.02	5917.47	5517.61
Less: Depreciation	(51.54)	(25.03)	(175.25)	(51.22)
Less: Finance Costs	(45.90)	(6.12)	(50.00)	(14.16)
Profit /loss before Tax Expense (PBT)	2245.05	1969.87	5692.23	5452.23
Less: Tax Expense (Current & Deferred)	(622.84)	(503.11)	(1095.98)	(686.45)
Profit After Tax (PAT) |	1622.21	1466.75	4596.25	4765.78
Basic EPS (T)	16.17	14.67	45.81	47.66
Diluted EPS (T)	16.02	14.67	45.40	47.66

2. STATE OF COMPANY’S AFFAIRS:Consolidated:

During the period under review the Company recorded a total revenue from operations of T 33,643.27 Lakhs as against T 27,938.78 Lakhs in the previous financial year. Profit before tax (PBT) increased to T 5,692.23 Lakhs as against T 5,452.23 Lakhs in the previous financial year. Profit after tax (PAT) decreased to T 4,596.25 lakhs as against T 4,765.78 Lakhs in the previous financial year.

Standalone:

During the period under review the Company recorded a total revenue from operations of T 10,813.76 Lakhs as against T 10129.19 Lakhs in the previous financial year. Profit before tax (PBT) increased to T 2,245.05 Lakhs as against T 1,969.87 Lakhs in the previous financial year. Similarly, Profit after tax (PAT) increased to T 1,622.21 lakhs as against T 1,466.75 Lakhs in the previous financial year.

3. DIVIDEND:

The Board of Directors of the Company after considering factors such as elongated working capital cycle and capex requirement, have not recommended

any dividend for the financial year ended March 31, 2023.

The Company has formulated a Dividend Distribution Policy in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). The Dividend Distribution Policy can be accessed from the Investor section of the website of the Company at https://balaxipharma.in/assets/images/ corporatepolicies/Dividend_Distribution_Policy.pdf.

4. TRANSFER TO RESERVES:

During the year under review, no transfer is proposed to any reserves and accordingly, the entire balance available in the statement of profit and loss is retained in it.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting the financial position of the Company that have occurred between the close of the financial year ended March 31, 2023 and the date of this Board’s Report.

6. PREFERENTIAL ISSUE:

During the year under review, pursuant to the approval accorded by the members, at their Extraordinary General Meeting held on September 27, 2022 and the In Principle approval received from National Stock Exchange of India Limited, the Company has issued the following securities on preferential basis:

i. 24,500 (Twenty-Four Thousand Five Hundred) Equity Shares at an issue price of 7 451/- (Rupees Four Hundred and Fifty-One only) each i.e., of the face value of 7 10/- each and at a premium of 7 441/- each per Equity Share aggregating to 7 1,10,49,500/- (Rupees One Crore Ten Lakhs Forty-Nine Thousand Five Hundred only) to certain persons belonging to public category.

ii. 10,70,000 (Ten Lakhs Seventy Thousand) Convertible Warrants at an issue price of 7 451/- (Rupees Four Hundred and Fifty-One only) each per Warrant aggregating up to 7 48,25,70,000/- (Rupees Forty-Eight Crores Twenty-Five Lakhs Seventy Thousand only) to certain persons belonging to public category with a right to Warrant Holder to apply for and get allotted one equity share of face value of 7 10/-(Rupees Ten only) each per Warrant.

The upfront money of 25% of issue price

i.e., 7 112.75/- per warrant aggregating to 712,06,42,500/- (Rupees Twelve Crores Six Lakhs Forty-Two Thousand Five Hundred only) was received by the Company on allotment of warrants. The balance money of 75% of the issue price i.e., 7 338.25/- per warrant will be paid by the warrant holders on conversion of the warrants.

The amount raised by preferential issue will be used by the Company to meet the capital expenditure requirements to support the construction of the Company’s first pharmaceutical formulation plant, being set up at Jadcherla, Hyderabad. Further, it may be utilized to meet working capital requirements and general corporate purposes and may also be utilized to undertake any additional business activities under the main objects clause of the Memorandum of Association of the Company.

During the period under review, there has been no deviation or variation in the utilization of the proceeds of the preferential issue.

7. SHARE CAPITAL:

The paid-up share capital of the Company as on March 31, 2023, was 7 10,18,12,500/- (Rupees Ten Crore Eighteen Lakhs Twelve Thousand Five Hundred only) divided into 1,01,81,250 (One Crore One Lakh Eighty-One Thousand Two Hundred and Fifty) equity shares of 7 10/- each.

During the year under review, the Company has allotted 24,500 Equity Shares at an issue price of 7 451/- each i.e., of the face value of 7 10/- each and at a premium of 7 441/- each per equity share on a preferential basis to certain persons belonging to public category.

Further, several warrant holders to whom the warrants were allotted by the Company had applied for conversion of warrants into equity shares. Consequently, the Board of Directors vide circular resolutions passed on January 27, 2023, February 15, 2023 and March 14, 2023 have allotted 1,16,500, 16,500 and 23,750 Equity Shares respectively at an issue price of 7 451/- each i.e., of the face value of 7 10/- each and at a premium of 7 441/-each per equity share to the warrant holders who had applied for conversion of their warrants.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:i. Balaxi Global DMCC, Dubai- Subsidiary Company

Your Company has a wholly owned subsidiary, Balaxi Global DMCC in Dubai, United Arab Emirates (“UAE”). The Subsidiary was incorporated with a focus to carry out the international distribution business of the Company. The main objects of the subsidiary Company are in line with the main objects of the parent Company.

The Subsidiary, Balaxi Global DMCC further have six wholly owned subsidiaries:

(a) Balaxi Healthcare Guatemala, S.A, Republic of Guatemala

(b) Balaxi Healthcare Dominicana, S.R.L,

Dominican Republic

(c) Balaxi Healthcare Honduras, S. DE R.L. DE C.V, Honduras

(d) Balaxi Healthcare Centrafrique, SARL,

Centrafrique

(e) Balaxi Healthcare El Salvador S.A DE., El Salvador

(f) Balaxi Healthcare Angola, Republic of

Angola

The above-mentioned Companies are step down subsidiaries of your Company, these step-down subsidiaries work as an extended arm for the Company by managing the local operations and distribution in our existing markets of Africa and Latin America.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (“the Act”) read with Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of the Subsidiaries in Form

No. AOC-1 is attached as Annexure- A to this report. The statement also provides details of the performance and the financial position of the subsidiaries.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company including the consolidated financial statements along with relevant documents are available on Investor section of the website of the Company at https://balaxipharma.in/financial-results. Copies of the financial statements of the subsidiary companies are also available on the Company’s website at https://balaxipharma.in/ subsidiaries-financial-statements.

ii. Associate Company/ Joint Venture

During the year under review, the Company does not have any associates or Joint ventures.

During the year under review no Company has ceased to be Company’s Subsidiary/ Joint Venture/ Associate.

9. CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements for the financial year ended March 31, 2023, are prepared in accordance with Indian Accounting Standards as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 and other relevant provisions of the Act.

As per the provisions of Section 136 of the Act, the Company has placed separate audited accounts of its subsidiaries on its website at https://balaxipharma. in/subsidiaries-financial-statements and a copy of separate audited financial statements of its subsidiaries will be provided to shareholders upon their request.

10. CHANGE IN THE NATURE OF BUSINESS:

There have been no changes in the nature of the business of the Company during the year under review.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2023, The Board consists of 6 (six) Directors, with an optimum mix of 4 (four) Independent Directors, 1 (one) Executive Director and 1 (one) NonExecutive Director. The Board consists of 2 (two) Woman Directors, 1 (one) of whom is an Independent Director.

i. Appointments and Resignations during the year under review:

Directors:

> Members of the Company at the 79^th Annual General Meeting of the Company held on July 11, 2022, approved the re-appointment of Mr. Ashish Maheshwari (DIN: 01575984) as the

Managing Director of the Company for a period of 5 (five) years with effect from May 03, 2022.

> Members of the Company through postal ballot by way of remote e-voting approved the reappointment of Mrs. Purnima Singh Kamble (DIN: 00241708) as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from March 26, 2023.

Except the above, there were no changes in the Board

of Directors of the Company.

Key Managerial Personnel:

> Mrs. Shalini Chinta, resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. close of business hours on September 16, 2022. The Board placed on record its sincere appreciation for the contribution made by her during her tenure.

> The Board of Directors at their meeting held on November 05, 2022, approved the appointment of Mr. Udayan Shukla as Company Secretary and Compliance Officer of the Company with immediate effect.

Except the above, there were no changes in the Key

Managerial Personnel of the Company.

ii. Re-appointments proposed at the AGM:

> In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Minoshi Maheshwari (DIN: 01575975), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends her re-appointment as a Director, liable to retire by rotation.

> Members of the Company, at the 78^th Annual General Meeting of the Company, held on August 25, 2021, approved the appointment of Mr. Mangina Srinivas Rao (DIN: 08095079) as an Independent Director, not liable to retire by rotation, for a period of 3 (Three) years commencing from September 15, 2020. The term of appointment of Mr. Mangina Srinivas Rao is up to September 14, 2023. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 29, 2023 recommended the re-appointment of Mr. Mangina Srinivas Rao as an Independent Director, not liable to retire by rotation, for a second term of five years commencing from September 15, 2023 to September 14, 2028, based on his skills, experience, knowledge and positive outcome of performance evaluation.

12. MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, The Board of Directors of the Company met 6 (six) times on April 25, 2022, May 23, 2022, August 02, 2022, September 05, 2022, November 05, 2022 and February 01, 2023. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act. The details of the meetings are provided in the Corporate Governance Report, which forms a part of this annual report.

13. COMMITTEES OF THE BOARD:

As on March 31, 2023, pursuant to the requirement under the Act and the Listing Regulations, the Board of Directors had the following Committees:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders’ Relationship Committee;

iv. Corporate Social Responsibility Committee and

v. Risk Management Committee.

As on March 31, 2023, the Audit Committee comprises of Mr. Kunal Bhakta, Chairman, Mr. Gandhi Gamji, Member and Mr. Ashish Maheshwari, Member.

The composition, terms of reference of the Committees and number of meetings held during the year are provided in the Corporate Governance Report, which forms a part of this annual report.

During the year, all the recommendations made by the Board Committees, including the Audit Committee, were accepted by the Board.

14. MEETING OF INDEPENDENT DIRECTORS:

Meeting of the Independent Directors without the presence of Non- Independent Directors and members of Management was duly held on February 20, 2023, where the Independent Directors inter alia evaluated the performance of Non-Independent Directors and the Board of Directors as a whole, reviewed the performance of Chairperson of the Board and assessed the quality, quantity and timeliness of the flow of information between the Management of the Company and the Board of Directors.

15. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. Based on the declarations submitted by the Independent Directors, Board is of the opinion that the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the Management.

Independent Directors have also confirmed of having complied with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, by including/ registering their names in the data bank of Independent Directors maintained with Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent Directors have the integrity, expertise and experience, including the proficiency required to effectively discharge their roles and responsibilities in directing and guiding the affairs of the Company.

16. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

All Directors including Independent Directors go through a structured orientation/ familiarization programme to make them familiar with their roles, rights and responsibilities in the Company at the time of appointment and also on a recurrent basis. The details of various programmes undertaken for familiarizing the Independent Directors are available on the website of the Company at https://balaxipharma.in/ assets/images/corporatepolicies/FAMILIARIZATION_ PROGRAMME_TO_INDEPENDENT_DIRECTORS_. pdf.

17. BOARD EVALUATION:

Pursuant to the provisions of the Act and the Listing Regulations, Company has put in place a criteria for annual evaluation of performance of Chairperson, Individual Directors (Independent & Non -Independent), Board Level Committees and the Board as a whole.

Board evaluated the effectiveness of its functioning and that of Committees and of Individual Directors by seeking their inputs on various aspects of Board/ Committee Governance. Aspects covered in the evaluation included criteria of corporate governance practices, role played by the Board in decision making, evaluating strategic proposals, discussing annual budgets, assessing adequacy of internal controls, review of risk Management procedures, participation in the long-term strategic planning, the fulfilment of Directors’ obligations and fiduciary responsibilities and active participation at Board and Committee meetings. Performance evaluation was made on the basis of structured questionnaire considering the indicative criteria as prescribed by the Evaluation Policy of the Company. The evaluation policy can be accessed on the website of the Company at https://balaxipharma. in/assets/images/corporatepolicies/Board_Evaluation_ Policy.pdf.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Board were evaluated.

18. INVESTOR EDUCATION PROTECTION FUND (IEPF):i. Transfer of Un-claimed/Un-paid dividend to Investor Education and Protection Fund

Dividend transferred to Unpaid Dividend Account which remained as unpaid or unclaimed for a period of seven years from the date of such transfer, has to be transferred to Investor Education and Protection Fund as per Section 124 (5) of the Act. In compliance with the above, the Company transferred Rs. 30,675/- (Rupees Thirty Thousand Six Hundred and Seventy-Five only) to the above Fund on November 10, 2022, being the unclaimed dividend for the Financial Year 2014-15.

ii. Transfer of Equity shares to Investor Education Protection Fund

Pursuant to the provisions of the Section 124(6) of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended) and other applicable rules, notifications and circulars, if any, every Company is required to transfer the shares, in respect of which dividend remains unpaid / unclaimed for a period of seven (7) consecutive years or more, to the Investor Education and Protection Fund.

In compliance with the above, the Company transferred 2,910 (Two Thousand Nine Hundred and Ten) Equity Shares on November 21, 2022, to Investor Education and Protection Fund in respect of which dividend was not claimed for seven consecutive years from the date of transfer to unpaid dividend account of the Company for the respective year(s). The details of the same can be accessed from the website of the Company at https://balaxipharma.in/investor-unclaimed-dividend.

Details of Nodal Officer:

The details of the Nodal Officer appointed under the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, are given below and the same is disseminated on the website of the Company.

Name of the Nodal Officer	Mr. Udayan Shukla
Designation	Company Secretary and Compliance Officer
Address and Contact Number	Address: Plot No. 409, H. No. 8-2293, Maps Towers, 3rd Floor, Phase - III, Road No. 81, Jubilee Hills, Hyderabad (T.G.) - 500 096.
	Contact Number: 91 40 23555300
Email ID	[email protected]

19. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, it is hereby

confirmed that the Directors have:

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

ii. 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.

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

iv. prepared the annual accounts on a going concern basis.

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

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

20. AUDIT AND AUDITORS:i. Statutory Auditors and their report

The Members of the Company, at the 75^th Annual General Meeting (“AGM”) of the Company held on September 20, 2018, had approved the appointment of M/s P. Murali & Co., Chartered Accountants (Firm registration number: 007257S), as Statutory Auditors of the Company, to hold office from the conclusion of 75^th AGM till the conclusion of the ensuing 80^th AGM.

In terms of the provisions of Section 139 of the Act, the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, the Company can appoint or reappoint an audit firm as statutory auditors for not more than 2 (two) terms of 5 (five) consecutive years. M/s P. Murali & Co. is eligible for re-appointment for a further period of five years. After evaluating various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., the Board of Directors of the Company has, based on the recommendation of the Audit Committee, at its meeting held on

May 29, 2023, proposed the re-appointment of M/s P. Murali & Co., as the Statutory Auditors of the Company, for a second term of five consecutive years from the conclusion of 80^th AGM till the conclusion of the 85^th AGM of the Company to be held in the year 2028. Further, the proposed remuneration payable to M/s P. Murali & Co. for statutory audit services for the financial year ending March 31, 2024, will be in the range of 2 5,00,000/- (Rupees Five Lakhs only) to 2 8,00,000/- (Rupees Eight Lakhs only), plus applicable taxes and out of pocket expenses. Revision, if any, to the statutory audit fees for the remaining part of the tenure, shall be approved by the Audit Committee/ Board of Directors, as may be required. This proposal for re-appointment of Statutory Auditor forms part of the Notice of AGM for your approval.

The Auditors Report for the Financial Year ended March 31, 2023, does not contain any qualification, reservation, adverse remark or disclaimer. The report is enclosed with the financial statements in this Annual Report.

ii. Secretarial Auditors and their report

Section 204 of the Act, inter-alia, requires every listed Company to annex to its Board’s report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in Practice.

The Board of Directors had appointed BVR & Associates Company Secretaries LLP as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended March 31, 2023 and their report in Form MR-3 is annexed to this Report as Annexure B. There are no qualifications, reservations, adverse remarks or disclaimer in the said report except the following:

Based on the aforesaid information provided by the Company, we report that during the financial year under report, the Company has complied with the provisions of the Act/s, Rules, Regulations, Guidelines, Standards, etc. mentioned above and we have not found material observation or instance of non-compliance in respect of the same except that the Company received a letter from NSE for delayed compliance of Regulation 29(2) of SEBI (LODR) Regulations, 2015.

Board’s Comment:

The proposal to recommend the dividend was decided only on the day of the meeting and the same was taken up as any other matter with the permission of the Board. The disclosure was submitted to the exchange after the conclusion of Board Meeting. Company has submitted its response to NSE and has also paid a fine of 2 11,800/- (Rupees Eleven Thousand Eight Hundred only) for the same.

Further, in compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditors, was submitted to the stock exchanges within the statutory timelines.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed BVR & Associates Company Secretaries LLP as Secretarial Auditors, to conduct the secretarial audit of the Company for the financial years 2023-24 and 2024-25. They have confirmed their eligibility for the said re-appointment.

iii. Internal Auditors

Internal Audit for the Financial Year 2022-23 was conducted by M/s PCN & Associates, Chartered Accountants, Hyderabad. The idea behind conducting Internal Audit is to examine that the company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Auditors reviewed the adequacy and efficiency of the key internal controls guided by the Audit Committee.

21. PARTICULARS OF EMPLOYEES:

Information required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure C to this report.

Information required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure forming part of this report.

However, the annual report is being sent to the Members, excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

22. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors or the Internal Auditors have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees.

23. NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with an objective of having a Board with diverse backgrounds and experience. Characteristics expected from all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate

constructively in deliberations and willingness to exercise authority in a collective manner. Policy on appointment and removal of Directors can be accessed at the weblink https://balaxipharma.in/assets/ images/corporatepolicies/POLICY_ON_Director_ APPOINTMENT.pdf.

Based on the recommendations of Nomination and Remuneration Committee, Board approved the Remuneration Policy for Directors, Key Managerial Personnel (KMP) and all other employees of Company. As part of the policy, Company strives to ensure that:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

ii. Relationship between remuneration and

performance is clear and meets appropriate performance benchmarks; and

iii. Remuneration to Directors, KMP and senior Management involves a balance between fixed and incentive pay reflecting short and longterm performance objectives, appropriate to the working of Company and its goals.

The salient features of this policy are:

• This Policy sets out the guiding principles for

the Human Resources and Nomination and

Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

• It lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to NonExecutive Directors.

• It lays down the parameters based on which

remuneration (including fixed salary, benefits

and perquisites, commission, retirement benefits) should be given to Whole-time Directors, KMPs and rest of the employees.

The Remuneration Policy for Directors, KMP and other employees can be accessed at the weblink https:// balaxipharma.in/assets/images/corporatepolicies/ Remuneration_Policy.pdf.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy for Vigil Mechanism for Directors and Employees to report to the Management instances of unethical behaviour, fraud or violation of Company’s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee. No person has been denied access to the Audit Committee.

During the year under review, the Company has not received any instances of genuine concerns from Directors or employees under this mechanism. The Company has also hosted the Whistle Blower Policy on the website of the Company and can be accessed at the weblink https://balaxipharma.in/assets/images/ corporatepolicies/BPL_WHISTLE_BLOWER_POLICY. pdf.

25. POLICY ON MATERIAL SUBSIDIARIES:

The Board of Directors of the Company has, in accordance with the Listing Regulations, approved and adopted a Policy for determining material subsidiaries and the said policy as uploaded on the website of the Company can be accessed at the weblink: https:// balaxipharma.in/assets/images/corporatepolicies/03-POLICY_ON_MATERIAL_SUBSIDIARY.pdf.

26. CORPORATE SOCIAL RESPONSIBILITY:

Your Company has always discharged its social responsibility as a part of its Corporate Governance philosophy. We are ethically and socially motivated and have always contributed towards the development of the society at large. For us, business priorities co-exist with social commitments to drive holistic development of people and communities. We seek to touch and transform people’s lives by promoting healthcare, education and sustainability.

The Corporate Social Responsibility Committee (“CSR Committee”) constituted by the Board of Directors has formulated a Corporate Social Responsibility Policy (“CSR Policy”) indicating the activities to be undertaken by the Company. The CSR Committee monitors the CSR Policy and recommends the amount of expenditure to be incurred towards CSR activities. CSR Committee has met twice during the year under review on August 01, 2022 and November 04, 2022.

The CSR Committee comprises of the following directors:
S. No.	Name of Committee Members	Designation in the Committee	Category of Directorship
1.	Mrs. Minoshi Maheshwari	Chairperson	Non - Executive and Promoter
2.	Mr. Ashish Maheshwari	Member	Executive and Promoter
3.	Mr. Gandhi Gamji	Member	Non-Executive and Independent

During the year under review, there were no substantive changes in the Policy except to align the Policy with amendments made in the Act and the policy is available on the website of the Company at https://balaxipharma.in/assets/images/ corporatepolicies/CSR_Policy.pdf.

As per the provisions of Section 135 of the Act and the Rules made thereunder, the Company was required to spend 2 33.04 Lakhs for the financial year 2022-23, i.e., at least 2% of the average net profits of the Company made during the three immediately preceding financial years. The Company, however, spent an amount of 2 9.54 Lakhs towards CSR activities during the financial year 2022-23. The unspent amount of 2 23.50 Lakhs relates to an ongoing project and has been transferred to a separate bank account titled ‘Balaxi Pharmaceuticals Ltd UCSR FY 2022-23’. The amount transferred will be spent within the time limits specified in the Act and the Rules made thereunder.

The brief outline of the CSR Policy of the Company, initiatives undertaken by the Company on CSR activities during the year under review and details regarding CSR Committee are set out in Annexure D of this report as “Annual Report on CSR Activities”.

27. RISK MANAGEMENT POLICY:

The Company has developed and implemented a Risk Management policy detailing risks associated with its business, process of identification of elements of risks, monitoring and mitigation of these risks. The Management of the Company with the help of inhouse team and internal auditor, identifies the risks. Risks are generally associated with the areas of new products, information security, digitization etc. The Company had taken adequate checks and balances to eliminate and minimize the risk through the robust implementation of ERP (SAP) system. The Risk Management Policy of the Company may be accessed at the website of the Company at https://balaxipharma.in/assets/images/ corporatepolicies/Risk_Management_Policy.pdf.

28. INTERNAL FINANCIAL CONTROLS:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Company’s Chief Financial Officer has overall responsibility for the Management of the Company, including the design, implementation, and monitoring of internal control. Internal controls are implemented by individuals throughout the Company, and it is important that competent, well-trained individuals are involved in the design and oversight of the controls. Audit Committee reviews the adequacy and effectiveness of internal control system and monitors the implementation of audit recommendations.

The Company has implemented adequate procedures and internal control systems which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Company is operating in a fully computerized environment and maintains all its records in ERP (SAP) System and the

workflow, approvals are completely routed through ERP(SAP).

The Company has appointed Internal Auditors to examine the internal controls and verify whether the workflow of the organization is in accordance with the approved policies of the Company. Internal Financial Controls were reviewed by the Audit Committee. Further, the Board also reviews effectiveness of the Company’s internal control system and the Statutory Auditors of the Company also carried out audit of Internal Financial Controls over Financial Reporting of the Company as on March 31, 2023 and issued their report which forms part of the Independent Auditor’s report.

29. DEPOSITS:

During the period under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and accordingly no amount on account of principal or interest on public deposits was outstanding as on March 31, 2023.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans given, guarantees provided and investments made by the Company during the financial year ended March 31, 2023, as required under the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, are disclosed in the notes to Financial Statements which may be read as a part of this Report.

31. REVISION MADE IN FINANCIAL STATEMENTS/ BOARD’S REPORT:

The Company has not revised the Financial Statements or Board’s Report in respect of any of the three preceding financial years.

32. CODE OF CONDUCT:

In compliance with Regulation 17(5) of the Listing Regulations, the Board of Directors have framed and adopted Code of Conduct (“the Code”) for Directors and Senior Management of the Company. The Code provides guidance on ethical conduct of business and compliance of law. The Code is available on the Company’s website at https://balaxipharma.in/assets/ images/corporatepolicies/Code_of_Conduct_for_ Board_members_and_the_Senior_Management.pdf.

All Members of the Board and Senior Management personnel have affirmed the compliance with the Code as on March 31, 2023. A declaration to this effect, signed by the Managing Director in terms of the Listing Regulations, is given in the Corporate Governance Report forming part of this Annual Report.

33. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31,

2023 is available on the website of the Company in the Miscellaneous section at https://balaxipharma.in/ investor-annual-report.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented in a separate section and forms part of this Annual Report.

35. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts, arrangements and transactions entered by the Company with related parties during the financial year 2022-23 were in the ordinary course of business and on an arm’s length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties, which could be considered material, in accordance with the Company’s Policy on dealing with Related Party Transactions (“RPT Policy”). Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

During the year under review, all related party transactions entered into by the Company were approved by the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and are repetitive in nature.

As required under the Indian Accounting Standards, related party transactions are disclosed in Notes to the Company’s financial statements for the financial year ended March 31, 2023.

In accordance with the requirements of the Listing Regulations, the Company has adopted a Policy on Materiality of Related Party Transactions and the same has been placed on the website of the Company at https://balaxipharma.in/assets/images/ corporatepolicies/02-POUCY_ON_RELATED_PARTY_ TRANSACTIONS.pdf.

36. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements. The Corporate Governance Report, as required under Regulation 34 read with Schedule V of the Listing Regulations, forms part of this Annual Report.

The Practicing Company Secretary’s Certificate confirming compliance with Corporate Governance norms is attached to the Corporate Governance Report.

Further, as required under Regulation 17(8) of the Listing Regulations, a certificate from the Managing Director and CFO is also attached to the Corporate Governance Report.

37. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Business Responsibility & Sustainability Report (“BRSR”) of the Company for the Financial year ended March 31, 2023 forms part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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 of the Companies (Accounts) Rules, 2014 is annexed herewith and forms part of this Report as Annexure E.

39. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company has zero tolerance towards sexual harassment at the workplace. Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any Complaint of sexual harassment.

40. LISTING STATUS:

The Company’s equity shares are listed on National Stock Exchange of India Limited (“NSE”). The Company has paid the listing fees to NSE and the Annual Custody Fee to National Securities Depository Limited and Central Depository Services (India) Limited for the financial year ended March 31, 2023.

41. PREVENTION OF INSIDER TRADING AND CODE OF FAIR DISCLOSURE:

The Board has formulated a code of internal procedures and conduct to regulate, monitor and report trading by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company in the Investor section at https:// balaxipharma.in/assets/images/corporatepolicies/BPL_ PIT_Code_of_Conduct.pdf.

Further, the Board has also formulated code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Fair Disclosure Code”) for fair disclosure of events and occurrences that could impact price discovery in the market for the Company’s securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The copy of the same is available on the website of the Company in the Investor section at https://balaxipharma.in/ assets/images/corporatepolicies/Code_of_Practices_ And_Procedures_For_Disclosure_of_UPSI.pdf.

42. OTHER DISCLOSURES:

i. The Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its Employees/ Directors.

ii. The Company has not issued sweat equity shares and shares with differential rights as to dividend, voting or otherwise.

iii. The Company has complied with Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, issued by the Institute of Company Secretaries of India.

iv. There were no significant or material orders passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.

v. The Company is not required to make and maintain such accounts and cost records as specified by the Central Government under subsection (1) of Section 148 of the Act read with the Companies (Accounts) Rules, 2014.

vi. Pursuant to Section 197 (14) of the Act, the Managing Director of the Company did not receive any remuneration or commission from its subsidiaries/ holding company.

vii. There are no applications made or proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

viii. The Company has not entered into one time settlement with any Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

43. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the continued co-operation and support extended to the Company by government authorities, customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants, business associates, members and other stakeholders during the year. The Directors also convey their appreciation to employees at all levels for their contribution, dedicated services and confidence in the management.

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report and audited accounts for the year ended March 31, 2015.

The Company has made a net profit of Rs.1023544 /- during the financial year ended 2014- 15 as compared to the net profit of Rs. 1095288/- for the previous financial year.

The summarized results of the Company are given below:

Particulars 2014-15 2013-14 Rs. Rs.

Gross Income 2,412,280.17 1,929,172.78

Profit before taxation 1471464.35 1,489,288.29

Provision for taxation 447920.00 394,000.00

Profit after taxation 1023544.35 1095288.29

NON RECURRING AND EXCEPTIONAL ITEMS:

Excess provision created on - - Income Tax written back

Profit and loss account 335804.00 59,480.41 balance as at April 1,

Available for appropriation 1359348.35 1,154,768.70

Appropriations:

Bonus Issue

Transfer to General Reserve - -

Proposed dividend 912,000.00 700,000.00

Corporate income tax 233119.00 118,965.00 on equity dividend

Profit and Loss Account Balance 214229.35 335,803.70

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

No Material changes and commitments, affecting the financial position of the Company has been occurred between the end of the financial year 2014-15 and till the date of this report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was not any change in the nature of Business.

DIVIDEND

The Directors recommend the payment of 3% dividend for the financial year ended March 31, 2015. The dividend will absorb Rs.9,12,000/-. The dividend distribution tax amounting to Rs. 2,33,119/- will also be absorbed by the company.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report [Annexure 1].

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report.

None of the employees are drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act,2013

CORPORATE GOVERNANCE

Your Company is fully compliant with the Corporate Governance guidelines, as laid out in Clause 49 of the Listing Agreement. All the Directors (and also the members of the Senior Management) have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company. The details of the Code of Conduct are furnished in the Corporate Governance Report attached to this Report. The Managing Director has given a certificate of compliance with the Code of Conduct, which forms part of Annexure-2, as required under Clause 49 of the Listing Agreement.

The Practicing Company secretary of the Company have examined the requirements of Corporate Governance with reference to Clause 49 of the Listing Agreement and have certified the compliance, as required under Clause 49 of the Listing Agreement. The Certificate in this regard is attached as Annexure-3 to this Report.

The Managing Director / Chief Financial Officer (CEO/CFO) certification as required under Clause 41 of the Listing Agreement is attached as Annexure-4 to this Report.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. The Board of Directors met Thirteen times during the year, the details along with attendance details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The policy on appointment and removal of Directors and determining Directors' independence is annexed to this report [Annexure -5].

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company follows a structured orientation and familiarization programme through various reports/codes/internal policies for all the Directors with a view to update them on the Company's policies and procedures on a regular basis. Periodic updates are made at the Board Meetings on business and performance, long term strategy, initiatives and risks involved. The details of familiarisation programme have been posted in the website of the Company under the web link http://www.anandamrubberco.com/arc/index.php?r=site/corporate

ANNUAL EVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The Board considered and discussed the inputs received from the Directors. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non- Executive Directors

COMPENSATION POLICY FOR BOARD AND SENIOR MANAGEMENT

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that:

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b) Relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The Remuneration Policy for Directors, KMP and other employees is annexed to this report [Annexure 6].

INDEPENDENT DIRECTORS DECLARATION

The independent Directors have submitted their disclosures to the board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act 2013, so as to qualify themselves to be appointed as Independent Directors under provisions of the Companies Act 2013 and the relevant rules. The board of Directors declares that the appointment of Independent Directors, P P Zibi Jose and Santosh M Sunny are;

(a) In the opinion of the Board, are persons of integrity and possesses relevant expertise and experience.

(b) Who were not a promoter of the company or its holding, subsidiary or associate company

(c) Who are not related to promoters or directors in the company, its holding, subsidiary or associate company

(d) Who had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year

(e) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

(f) Who, neither himself nor any of his relatives-

1. holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the current financial year in which he/ she is proposed to be appointed.

2. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the current financial year, of—

a. a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

b. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm

3. holds together with his/her relatives two per cent or more of the total voting power of the company

4. is a Chief Executive or director, by whatever name called, of any nonprofit organisation that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company

DIRECTORS AND KEY MANAGERIAL PERSONNEL INDUCTION

Mr. Bobby Jose, Independent Director on the Board for three years resigned on 20th December 2014 reciting the reason for loss of independence criteria mentioned in the Companies Act 2013. Mr. V.M Paulose, Chairman and Mrs. Jaya Paul, Non Executive Director have also resigned from the board on 25th June 2015 as a part of reconstitution made in the board for complying the Clause 49 requirement of listing agreement on board composition.

On the recommendations of the Nomination and Remuneration Committee, the Board appointed Mr. P.P Zibi Jose and Mr. Santosh M Sunny, as Independent Directors of the Company with effect from 20th December 2014 for filling the casual vacancy occurred in event of resignation of Mr. Bobby Jose, Independent Director and for complying the Clause 49 requirement of listing agreement on board composition. However their appointment is subject to the approval of shareholders in the 72nd Annual General Meeting. We seek your support in confirming the appointment of Mr. P.P Zibi Jose and Mr. Santosh M Sunny in the ensuing Annual General Meeting.

On the recommendations of the Nomination and Remuneration Committee and in compliance with listing agreement and companies Act 2013, the Board appointed Mr. Nirej V Paul, Director as Managing Director, Mrs. Bhagavathy Sankaranarayanan as Company Secretary and Mr. Nidhin Jose as Chief Financial Officer (CFO) for the company on the board meeting held on 20th December 2014 with effect from the same day onwards to comply with requirements of Companies Act 2013. Since Mr. V M Paulose, chairman resigned from the Board, Dr. Leelamma T J was promoted as the new chairperson for the company with effect from 25 th June 2015.

RE-APPOINTMENTS

As per the provisions of the Companies Act, 2013, Dr. Leelamma T.J will retire at the ensuing Annual General Meeting and being eligible, seek re-appointment. The Board recommends her re-appointment. Sub-section (13) of Section 149 of Companies Act 2013, provides that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Companies Act, 2013 shall not apply to Independent Directors .Hence, none of the Independent Directors retire at the ensuing Annual General Meeting.

COMPANY SECRETARY AND COMPLIANCE OFFICER

During the year, the board appointed Mrs. Bhagavathy Sankaranarayanan, as Company Secretary, Key Managerial Personal and Compliance Officer for the Company. The appointment was effective from 20 th December 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed; and that no material departures have been made from the same;

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 at the end of the financial year and of the profit or loss of the Company for the year under review;

c) the directors have 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 have prepared the annual accounts on a going concern basis;

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

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.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND INTERNAL CONTROL SYSTEM

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.

The internal audit functions were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company's internal control system.

RELATED PARTY TRANSACTIONS

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. Details of the transaction are provided in Form AOC-2 which is attached as Annexure-7 to this Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at http://www.anandamrubberco.com/arc/index.php?r=site/corporate.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company.

This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Brief details about the policy are provided in the Corporate Governance Report and the Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.anandamrubberco.com/arc/index.php?r=site/corporate.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has not received any Complaint under this policy during the year 2014-15.

RISK MANAGEMENT

The Company has developed and implemented a risk management policy, and a committee of the Board named as Risk Management Committee has been formed by the Board to address and evaluate various risks impacting the Company. The Risk Management Committee has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

AUDITORS

STATUTORY AUDITORS

M/s. Mohan and Ravi, Chartered Accountants, having office at 39/5528C, SA Road, Cochin - 36 are the statutory auditors of the Company. Members of the Company at the Annual General Meeting held on 16 th August, 2014 had approved the appointment of M/s. Mohan and Ravi, Chartered Accountants, having office at 39/5528 C, SA Road, Cochin - 36 as the Statutory Auditors for a period of three financial years i.e., up to 31 March, 2017. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the Annual General Meeting.

SECRETARIAL AUDITORS

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board of Directors appointed BVR & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2014-15 and their report is annexed to this Board report [Annexure 8]. The findings of the Secretarial audit have been satisfactory.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of Companies Act, 2013 and rules thereto is annexed to this report [Annexure 9].

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations. However, members' attention is drawn to the statement on listing status in the director's report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Provisions of Section 186 of the Companies Act, 2013 are given in Note 2.9, 2.10 of the Notes to the financial statements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the Companies Act, 2013, read with Rule 8 of The Companies (Accounts) Rules, 2014 regarding energy conservation and technology absorption are not applicable to your Company.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year the Company had no direct Foreign Exchange Earnings and Expenditure.

DEPOSITS

During the year, the Company has not accepted any deposits under the Companies Act, 2013.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The company is not having any subsidiaries/Associates / Joint venture.

DE-MATERIALISATION OF SHARES

The Equity shares of the Company have been admitted for Demat with NSDL & CDSL. The ISIN No. allotted to the Company is INE618N01014. Shareholders can avail the Demat facility and get their shares in the physical form dematted. You may contact M/s. SKDC Consultants LTD our Registrars and Share Transfer Agents, whose address is given hereunder for any assistance in this regard.

SKDC CONSULTANTS LTD

P.B. No. 2016, Kanapathy Towers, 3rd Floor, 1391/A-1, Sathy Road, Ganapathy, Coimbatore - 641006 Ph : 0422- 6549995, 2539835 - 836, Fax : 0422 - 2539837 E-mail : [email protected] Website : www.skdc-consultants.com

Share holders are advised to demat their holdings at the earliest.

UNCLAIMED DIVIDEND

The Company is paying continuous dividend for last so many years and it is noted that some shareholders are not encashing dividend warrants in time. Pursuant to Section 124 of The Companies Act, 2013 all unclaimed dividends upto financial year 2006 - 07 have been transferred to Investor Education and Protection Fund. Unclaimed dividends from the financial year 2007 - 08 to 2013 - 14 are kept by the company in the separate bank accounts. Those shareholders failed to collect dividend in time are advised to write to the company with details so that the company can sent fresh dividend warrants. Shareholders are requested to intimate the company any change in their address, registered with company.

LISTING STATUS

Securities and Exchange Board of India (SEBI) vide Circular No.CIR/MRD/DSA/14/2012 dated May 30, 2012, had issued revised Exit Policy for de-recognized/non-operational stock exchanges. Pursuant to the circular, Madras Stock Exchange has been de-recognized by SEBI, recently.

Further, as per the above cited circular issued by SEBI on May 30, 2012, and the Public Notice issued by Madras Stock Exchange Limited (MSE), it cleared that the Exclusively Listed Companies, which fail to obtain listing on any other stock exchange, will cease to be a listed company and will be moved to the Dissemination Board by the exiting stock exchange. Also, it is to be noted that SEBI has given a time limit of eighteen months for getting listed with any of the recognized stock exchanges.

In pursuance to the above notice our company has submitted listing application with National Stock Exchange of India (NSE) Limited on 19th January 2015 under listing criteria for Exclusively Listed Companies. The submitted listing application is under process with the National Stock Exchange of India (NSE) Limited and the company is hoping to be get listed very soon.

Madras Stock Exchange has intimated the Company that it has been placed before Dissemination Board (DB) of National Stock Exchange of India (NSE) Limited. Under the Dissemination Board mechanism, a willing buyer and seller will be given an opportunity to disseminate their offers using the services of brokers of stock exchanges hosting Dissemination Board.

SHARE TRANSFER SYSTEM

The Company's share-transfer work, physical and electronic form, is being done by the Registrars and Share Transfer Agents M/s SKDC CONSULTANTS LTD. Application for share transfer held in physical form are received both at the Registered Office of the Company and at the office of the Registrar/Share Transfer Agent of the Company and if the documents are found to be in order, the transfer work is completed and the documents are returned with in a period of 30 days from the date of receipt.

ACKNOWLEDGEMENT

The directors place on record their sincere appreciation for the continued support extended to the company by the valued customers, esteemed shareholders, bankers, auditors, company secretaries and staff. We also express our sincere appreciation for the continued support extended by Madras Stock Exchange Ltd.

On behalf of the Board of Directors

Dr. Leelamma T.J (DIN: 03407620) Chairperson

Place: Kochi Date: 21.08.2015

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report and audited accounts for the year ended March 31, 2014.

The Company has made a net profit of Rs. 1095288/- during the financial year ended 2013- 14 as compared to the net profit of Rs. 442,132/- for the previous financial year.

The summarized results of the Company are given below:

2013-14 2013-12 Rs. Rs.

Gross Income 1,929,172.78 861,335.44

Profit before taxation 1,489,288.29 585,132.41

Provision for taxation 394,000.00 143,000.00

Profit after taxation 1095288.29 442,132.41

NON RECURRING AND EXCEPTIONAL ITEMS:

Excess provision created on Income Tax written back - -

Profit and loss account balance as at April 1, 2013 59,480.41 350,038.00

Available for appropriation 1,154,768.70 792,170.41

Appropriations:

Bonus Issue - -

Transfer to General Reserve - -

Proposed dividend 700,000.00 630,000.00

Corporate income tax on equity dividend 118,965.00 102,690.00

Profit and Loss Account Balance 335,803.70 59,480.41

Dividend

The Directors recommend the payment of 10% dividend for the financial year ended March 31, 2014. The dividend will absorb Rs.700, 000/-. The dividend distribution tax amounting to Rs. 118,965/- will also be absorbed by the company.

Preferential Issue

Your company proposes to increase the paid up capital by issue of equity shares on preferential basis in order to strengthen financial base of the company. By increasing paid up capital, the company is also targeting to get listed at Bombay Stock Exchange Limited or National Stock Exchange Limited, since BSE and NSE now allows direct listing of Regional Stock Exchange listed companies having good compliance record, continues profitability, dividend track, etc., which our company satisfies. Since our shares are listed only in Madras Stock Exchange Limited (MSE) and now MSE has filed their exit application with SEBI, it becomes desirable to move to any National level Stock Exchange to continue as a listed company.

Directors' responsibility statement

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, and based on the representations received from the operating management, the directors hereby confirm that:

(i) in the preparation of the annual accounts for the financial year 2013-14, the applicable accounting standards have been followed and there are no material departures;

(ii) they 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 at the end of the financial year and of the profit of the Company for the financial year;

(iii) 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 the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

Directors

Mr. Vadakkedathu Mathai Paulose and Dr. Leelamma Thenumkal Joseph, directors who retires by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Auditors

M/s. Mohan and Ravi, Chartered Accountants, having office at 39/5528 C, SA Road, Cochin - 36, present auditors of the Company, retire at the ensuing AGM and being eligible, offer themselves for re- appointment. Certificate from the auditors has been received to the effect that their re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956.

De-materialisation of shares

The Equity shares of the Company have been admitted for Demat with NSDL & CDSL. The ISIN No. allotted to the Company is INE618N01014. Shareholders can avail the Demat facility and get their shares in the physical form dematted. You may contact M/s. SKDC Consultants LTD our Registrars and Share Transfer Agents, whose address is given hereunder for any assistance in this regard.

SKDC CONSULTANTS LTD

P.B. No. 2016, Kanapathy Towers, 3rd Floor, 1391/A-1, Sathy Road, Ganapathy, Coimbatore - 641006 Ph : 0422- 6549995, 2539835 - 836, Fax : 0422 - 2539837

E-mail : [email protected] Website : www.skdc-consultants.com

Share holders are advised to demat their holdings at the earliest.

Unclaimed dividend

The Company is paying continues dividend for last so many years and it is noted that some shareholders are not encashing dividend warrants in time. Pursuant to Section 205A of The Companies Act, 1956 all unclaimed dividends upto financial year 2005 - 06 have been transferred to Investor Education and Protection Fund. Unclaimed dividends from the financial year 2006 - 07 to 2012 - 13 is kept by the company in the separate bank accounts. Those shareholders failed to collect dividend in time are advised to write to the company with details so that the company can sent fresh dividend warrants.

Shareholders are requested to intimate the company any change in their address, registered with company.

Secretarial Compliance Report

Pursuant to the requirement under Section 383 (A) of the Companies Act, 1956 the Secretarial Compliance Certificate is attached to this report.

Conservation of Energy and Technology Absorption

The provisions of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company.

Foreign Exchange Earning and Outgo

During the year the Company had no direct Foreign Exchange Earnings and Expenditure.

Personnel

The Company has no employee in respect of whom information under section 217(2A) of the Companies Act, 1956 is required to be given in the Directors' Report.

Audit Committee

The Company has constituted the audit committee with the following members;

1. Bobby J Arakunnel

2. V.M. Paulose

3. Dr. T.J. Leelamma

The Audit Committee reviews all financial statements and conducts regular inspection of account to ensure that all financial statements are correct, sufficient and credible.

Shareholders Grievance & Share Transfer Committee

This committee constituted with the following members;

1. Nirej Vadakkedath Paul

2. V.M. Paulose

3. Bobby J Arakunnel

Remuneration Committee

This committee constituted with the following members;

1. Jay a Paul

2. Dr. T.J. Leelamma

3. Bobby J Arakunnel

Internal Control System

The Company has adequate internal control and internal check system commensurate with size of the organization.

Listing

The equity shares of the company are listed on Madras Stock Exchange Ltd. The listing fee for the Financial Year 2014 -15 have been paid.

Share Transfer System

The Company's share-transfer work, physical and electronic form, is being done by the Registrars and Share Transfer Agents. Application for share transfer held in physical form are received both at the Registered Office of the Company and at the office of the Registrar/Share Transfer Agent of the Company and if the documents are found to be in order, the transfer work is completed and the documents are returned with in a period of 30 days from the date of receipt.

Acknowledgement

The directors place on record their sincere appreciation for the continued support extended to the company by the valued customers, esteemed shareholders, bankers, auditors, company secretaries and staff.

On behalf of the Board of Directors

(Sd/-) Mr. Nirej V Paul Director

(Sd/-) Ernakulam, 12th July / 2014 Mr. V M Paulose Director

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Annual Report and audited accounts for the year ended March 31, 2013.

The Company has made a net profit of Rs. 4,42,132/- during the financial year ended 2012 - 13 as compared to the net profit of Rs. 11,93,144/- for the previous financial year.

The summarised results of the Company are given below:

2012-13 2011-12 Rs. Rs.

Gross Income 861,335.44 1,990,537.00

Profit before taxation 585,132.41 1,410,374.00

Provision for taxation 143,000.00 217,230.00

Profit after taxation 442,132.41 1,193,144.00

NON RECURRING AND EXCEPTIONAL ITEMS:

Excess provision created on Income Tax written back - 00.00

Profit and loss account balance as at April 1, 2012 350,038.00 3,099,787.00

Available for appropriation 792,170.41 4,292,931.00

Appropriations:

Bonus Issue - 3,000,000.00

Transfer to General Reserve - 129,293.00

Proposed dividend 630,000.00 700,000.00

Corporate income tax on equity dividend 102,690.00 113,600.00

Profit and Loss Account Balance 59,480.41 350,038.00

Dividend

The Directors recommend the payment of 9% dividend for the financial year ended March 31, 2013. The dividend will absorb Rs.6,30,000/-. The dividend distribution tax amounting to Rs.1,02,690/- will also be absorbed by the company.

Rights Issue

Your company proposes to increase the paid up capital by issue of equity shares on rights basis in order to strengthen financial base of the company. By increasing paid up capital the company also aiming to get listed at Bombay Stock Exchange Limited, since Bombay Stock Exchange Limited now allows direct listing of Regional Stock Exchange listed companies having good compliance record, continues profitability, dividend track, etc.., which our company satisfies.

THE ANANDAM RUBBER COMPANY LIMITED Directors' responsibility statement

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of the Company confirm:

* that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

* that such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2013 and of the profit of the Company for the year ended on that date;

* that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* that the annual accounts have been prepared on a going concern basis.

Directors

Mr. Bobby Jose Arakunnel and Mr. Nirej Vadakkedath Paul retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Auditors

M/s. Mohan and Ravi, Chartered Accountants, having office at 39/5528 C, SA Road, Cochin - 36, present auditors of the Company, retire at the ensuing AGM and being eligible, offer themselves for re-appointment. Certificate from the auditors has been received to the effect that their re-appointment, if made, would be in accordance with Section 224 (1 B) of the Companies Act, 1956.

De-materialisation of shares

The Equity shares of the Company have been admitted for Demat with NSDL & CDSL. The ISIN No. allotted to the Company is INE618N01014. Shareholders can avail the Demat facility and get their shares in the physical form dematted. You may contact M/s. SKDC Consultants LTD our Registrars and Share Transfer Agents, whose address is given hereunder for any assistance in this regard.

SKDC CONSULTANTS LTD P.B. No. 2016, Kanapathy Towers, 3rd Floor, 1391/A-1, Sathy Road, Ganapathy, Coimbatore - 641006 Ph : 0422- 6549995, 2539835 - 836, Fax : 0422 - 2539837 E-mail : [email protected] Website : www.skdc-consultants.com

Share holders are advised to demat their holdings at the earliest.

Unclaimed dividend

The Company is paying continues dividend for last so many years and it is noted that some shareholders not encashing dividend warrants in time. Pursuant to Section 205A of The Companies Act, 1956 all unclaimed dividends upto financial year 2004 - 05 have been transferred to Investor Education and Protection Fund. Unclaimed dividends from the financial year 2005 - 06 to 2011 - 12 is kept by the company in the separate bank accounts. Those shareholders failed to collect dividend in time are advised to write to the company with details so that the company can sent fresh dividend warrants.

Shareholders are requested to intimate the company any change in their address, registered with company.

THE ANANDAM RUBBER COMPANY LIMITED

Secretarial Compliance Report

Pursuant to the requirement under Section 383 (A) of the Companies Act, 1956 the Secretarial Compliance Certificate is attached to this report.

Conservation of Energy and Technology Absorption

The provisions of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company.

Foreign Exchange Earning and Outgo

During the year the Company had no direct Foreign Exchange Earnings and Expenditure.

Personnel

The Company has no employee in respect of whom information under section 217(2A) of the Companies Act,1956 is required to be given in the Directors' Report.

Audit Committee

The Company has constituted the audit committee with the following members;

1. Bobby J Arakunnel

2. V.M. Paulose

3. Dr. T.J. Leelamma

The Audit Committee reviews all financial statements and conducts regular inspection of account to ensure that all financial statements are correct, sufficient and credible.

Shareholders Grievance & Share Transfer Committee

This committee constituted with the following members;

1. Nirej Vadakkedath Paul

2. V.M. Paulose

3. Bobby J Arakunnel

Remunaration Committee

This committee constituted with the following members;

1. Jaya Paul

2. Dr. T.J. Leelamma

3. Bobby J Arakunnel

Internal Control System

The Company has adequate internal control and internal check system commensurate with size of the organization. Listing

The equity shares of the company are listed on Madras Stock Exchange Ltd. The listing fee for the Financial Year 2013 -14 have been paid.

Share Transfer System

The Company's share-transfer work, physical and electronic form, is being done by the Registrars and Share Transfer Agents. Application for share transfer held in physical form are received both at the Registered Office of the Company and at the office of the Registrar/Share Transfer Agent of the Company and if the documents are found to be in order, the transfer work is completed and the documents are returned with in a period of 30 days from the date of receipt.

Acknowledgement

The directors place on record their sincere appreciation for the continued support extended to the company by the valued customers, esteemed shareholders, bankers, auditors, company secretaries and staff.

On behalf of the Board of Directors

(Sd/-)

Mr. Nirej V Paul -Director

(Sd-)

Ernakulam, Auguest / 30 / 2013 Mr. V M Paulose Director

---

Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the Annual Report and audited accounts for the year ended March 31, 2012.

The Company has made a net profit of Rs. 11,93,144/- during the financial year ended 2011 – 12 as compared to the net profit of Rs. 29,81,448/- for the previous financial year.

The summarised results of the Company are given below:

2011-12 2010-11 Rs. Rs. Gross Income 1,990,537.00 3,608,535.00

Profit before taxation 1,410,374.00 3,451,488.00

Provision for taxation 217,230.00 470,000.00

Profit after taxation 1,193,144.00 2,981,488.00

NON RECURRING AND EXCEPTIONAL ITEMS: Excess provision created on Income

Tax written back - 721.00

Profit and loss account balance as at April 1, 2011 3,099,787.00 474,276.00

Available for appropriation 4,292,931.00 3,456,485.00

Appropriations: Bonus Issue 3,000,000.00 -

Transfer to General Reserve 129,293.00 298,200.00

Proposed dividend 700,000.00 50,000.00

Corporate income tax on equity dividend 113,600.00 8,498.00

Profit and Loss Account Balance 350,038.00 3,099,787.00

Dividend

The Directors recommend the payment of dividend of Rs. 1 per share (10%) for the financial year ended March 31, 2012. The dividend will absorb Rs.7,00,000/-. The dividend distribution tax amounting to Rs.1,13,600/- will also be absorbed by the Company.

Future Prospects

The present promoters planning to infuse fresh capital to the company at appropriate time and considering various business proposals to strengthen the financial base of the company and to increase shareholder value.

Directors' responsibility statement

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of the Company confirm:

* that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

* that such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2012 and of the profit of the Company for the year ended on that date;

* that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* that the annual accounts have been prepared on a going concern basis.

Directors

Dr. T.J. Leelamma and Ms. Jaya Paul retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Auditors

M/s. Mohan and Ravi, Chartered Accountants, having office at 39/5528 C, SA Road, Cochin - 36, present auditors of the Company, retire at the ensuing AGM and being eligible, offer themselves for re-appointment. Certificate from the auditors has been received to the effect that their re-appointment, if made, would be in accordance with Section 224 (1 B) of the Companies Act, 1956.

De-materialisation of shares

The Equity shares of the Company have been admitted for Demat with NSDL. The ISIN No. allotted to the Company is INE618N01014. Shareholders can avail the Demat facility and get their shares in the physical form dematted. You may contact M/s. SKDC Consultants LTD our Registrars and Share Transfer Agents, whose address is given hereunder for any assistance in this regard.

SKDC CONSULTANTS LTD P.B. No. 2016, Kanapathy Towers, 3rd Floor, 1391/A-1, Sathy Road, Ganapathy, Coimbatore - 641006 Ph : 0422- 6549995, 2539835 - 836, Fax : 0422 - 2539837 E-mail : [email protected] Website : www.skdc-consultants.com

The company's application for allowing Demat facility with CDSL in still pending. The same is expected to be allowed in 2 to 3 months time.

Unclaimed dividend

The Company is paying continues dividend for last so many years and it is noted that some shareholders not encashing dividend warrants in time. Pursuant to Section 205A of The Companies Act, 1956 all unclaimed dividends upto financial year 2003 - 04 have been transferred to Investor Education and Protection Fund. Unclaimed dividends from the financial year 2004 - 05 to 2010 - 11 is kept by the company in the separate bank accounts. Those shareholders failed to collect dividend in time are advised to write to the company with details so that the company can sent fresh dividend warrants.

Shareholders are requested to intimate the company any change in their address, registered with company.

Secretarial Compliance Report

Pursuant to the requirement under Section 383 (A) of the Companies Act, 1956 the Secretarial Compliance Certificate is attached to this report.

Conservation of Energy and Technology Absorption

The provisions of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to the Company.

Foreign Exchange Earning and Outgo

During the year the Company had no direct Foreign Exchange Earnings and Expenditure.

Personnel

The Company has no employee in respect of whom information under section 217(2A) of the Companies Act,1956 is required to be given in the Directors' Report.

Audit Committee

The Company has constituted the audit committee with the following members.

1. Bobby J Arakunnel

2. V.M. Paulose

3. Dr. T.J. Leelamma

The Audit Committee reviews all financial statements and conducts regular inspection of account to ensure that all financial statements are correct, sufficient and credible.

Internal Control System

The Company has adequate internal control and internal check system commensurate with size of the organization. Listing

The equity shares of the company are listed on Madras Stock Exchange Ltd. The listing fee for the Financial Year 2012 -13 have been paid.

Share Transfer System

The Company's share-transfer work, physical and electronic form, is being done by the Registrars and Share Transfer Agents. Application for share transfer held in physical form are received both at the Registered Office of the Company and at the office of the Registrar/Share Transfer Agent of the Company and if the documents are found to be in order, the transfer work is completed and the documents are returned with in a period of 30 days from the date of receipt.

Acknowledgement

The directors place on record their sincere appreciation for the continued support extended to the company by the valued customers, esteemed shareholders, bankers, auditors, company secretaries and staff.

On behalf of the Board of Directors

(Sd/-)

Mr. Nirej V Paul -Director

(Sd/-)

Ernakulam, Aug. 30, 2012 Mr. V M Paulose -Director