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

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

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

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

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

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

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

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

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

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

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

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

• Issued and allotted 20,79,409 (Twenty Lakhs Seventy-Nine Thousand Four Hundred and Nine) Convertible Warrants of Rs. 5/- (Rupees Five Only) each at an issue price of Rs. 338/- (Rupees Three Hundred Thirty-Eight Only) including a share premium of Rs. 333/- per warrant on a preferential basis to Promoters and certain identified Non-Promoter persons/entities, aggregating to Rs. 70,28,40,242/- (Rupees Seventy Crores Twenty-Eight Lakhs Forty Thousand Two Hundred and Forty-Two Only). The Company received 25% of the subscription amount at the time of allotment, while the remaining 75% is uncalled and will be payable within 18 months from the date of allotment, i.e., by 19^th March 2026.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• The Company's assets are safeguarded,

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

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

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

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

• Ensure the reliability and integrity of financial reporting,

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

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

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

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

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

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

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

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

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

The Company has always believed in providing a safe and harassment free workplace for every individual working on the Company's premises through various practices and always endeavors to provide an environment that is free from discrimination. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

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

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

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

The Committee comprises of:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Steps taken on Energy Conservation -

Several initiatives have been successfully implemented to promote energy conservation:

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

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

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

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

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

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

Details of expenditure in R&D are as follows:

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

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

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

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

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

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

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

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

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

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

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

Outgo: Foreign Currency outgo amounting to Rs.11,471.76/- Lakhs

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

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

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

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

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

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

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

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

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

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

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

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

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