Your directors have pleasure in presenting Thirty-Eight Annual Report together with the
Audited Accounts of the Company for the year ended 31^st March 2025.

1. Financial Highlights:

Operational Performance:

During the financial year 2024-25, the Company did not record any operational income from its
core business activities, consistent with the previous year. However, the Company achieved a
significant improvement in its overall financial performance primarily due to higher other
income, which increased from ^13.05 lakhs in FY 2023-24 to ^66.14 lakhs in FY 2024-25.

Total expenses stood at ^25.39 lakhs compared to ^18.95 lakhs in the previous year, reflecting a
controlled cost structure despite the increase. The Company reported a Profit Before Tax (PBT)
of ^40.76 lakhs as against a loss of ?5.90 lakhs in the prior year. After adjusting for tax expenses
and other comprehensive income, the Profit After Tax (PAT) stood at ^40.05 lakhs, marking a
substantial turnaround from the previous year's PAT of ^11.38 lakhs.

The Company continues to maintain a conservative and prudent approach toward its
operational activities and is actively evaluating future business opportunities to generate
sustainable operational revenue. Despite no income from core operations, the consistent
improvement in financial health and profitability indicates robust internal controls and efficient
resource management.

2. Transfer to Reserve, if any:

During the year, the Company does not propose to transfer any amount to the any Reserve.

3. Dividend:

The Board of Directors has considered it prudent not to recommend any dividend for the
Financial Year under review.

4. Business Activity:

The company engaged in healthcare solutions basically specialize in the development,
manufacturing, and distribution of a wide range of pharmaceutical products across therapeutic
segments. The Company basic aim is to bridge the gap between healthcare needs and accessible
medicines. The product of the Company includes tablets, capsules, injectables, ointments, and
speciality products, all manufactured in compliance with global standards.

5. Changes in the nature of business of the Company:

During the financial year under review, there was no change in the nature of business of the
Company.

6. Share Capital:

During the year under review following changes take place in the Capital of the company:

> Increase in Authorized Share Capital of the Company from existing Rs. 8,00,00,000/ -
(Rupees Eight Crores Only) divided into 80,00,000 (Eighty Lakh) Equity Shares of face
value of Rs. 10/- to Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into
2,00,00,000 (Two Crore) Equity Shares of face value of Rs. 10/-.

> Issue and allot 15,62,500 Equity Shares to non-promoters for cash consideration and
82,90,500 Eq. Shares to Non-promoters on share swap basis on preferential basis. Further
Committee on dated on 12th March, 2025 approved the Allotment of 65,80,500 Equity
Shares on share swap basis out of 82,90,500 equity shares to be issued on share swap
basis by the Company of face value of Rs. 10/ - each ("Equity Shares"), in dematerialized
form, on Preferential allotment basis, to the shareholders of M/s CNX Corporation
Limited ("CCL"), Non-promoters of the company at a price of Rs. 32/- (including
premium of Rs. 22/-) as determined in accordance with Regulation 164 read with 166A of
SEBI ICDR Regulations, for consideration other than cash (share swap basis), being
discharge of total purchase consideration of Rs. 21,05,76,000/ - (Rupees Twenty-One
Crores Five Lakhs Seventy-Six Thousand Only) ("Purchase Consideration") for the
acquisition of 43,87,000 Equity Shares of M/s CNX Corporation Limited

> In continuation of the above on dated 24^th March 2025 Allotment of 10,20,000 Equity
Shares on share swap basis out of 82,90,500 equity shares to be issued on share swap
basis by the Company of face value of Rs. 10/ - each ("Equity Shares"), in dematerialized
form, on Preferential allotment basis, to the shareholders of M/s CNX Corporation
Limited ("CCL"), Non-promoters of the company at a price of Rs. 32/- (including
premium of Rs. 22/-) as determined in accordance with Regulation 164 read with 166A of
SEBI ICDR Regulations, for consideration other than cash (share swap basis), being
discharge of total purchase consideration of Rs. 3,26,40,000/ - (Rupees Three Crores
Twenty-Six Lakhs Forty Thousand Only) ("Purchase Consideration") for the acquisition
of 6,80,000 Equity Shares of M/s CNX Corporation Limited.

> Allotment of 8,62,500 (Eight Lakhs Sixty-Two Thousand Five Hundred only) Equity
Shares of face value of Rs. 10/-per equity, at an issue price of Rs. 32/ - (Rupees Thirty-
Two Only) including premium of Rs. 22/- (Rupees Twenty-Two Only) per equity share
for an aggregate amount of Rs. 2,76,00,000 (Rupees Two Crores Seventy-Six Lakhs Only).

AFTER COMPLETION OF BOTH THE ALLOTMENT THE SHAREHOLDING OF COMPANY IN CCL IS
29.81% THUS MAKING IT THE ASSOCIATE OF THE COMPANY.

During the year under review, the Company has not issued shares or convertible securities or
shares with differential voting rights nor has granted any stock options or sweat equity or
warrants. As on March 31, 2025, none of the Directors of the Company hold instruments
convertible into Equity Shares of the Company.

7. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act,2013, the Annual Return for
the Financial Year ended March 31, 2025 is available on the website of the Company.

8. Subsidiaries, Joint Ventures and Associate Companies:

During the year under review the company has invested in M/s CNX Corporation Limited
("CCL"), by way of Issue of shares for consideration other than cash (Share Swap basis) upto
29.81% thus making it associate of the company.

Further detail as required under Form AOC-1 (Pursuant to first proviso to sub-section (3) of
section 129 read with rule 5 of Companies (Accounts) Rules, 2014) is attached as Annexure-1.

9. Details of Directors and Key Managerial Personnel

Changes in Composition of Director take place during the year under review:

> Appointment of Ms. Avani Savjibhai Godhaniya (DIN: 10387729) as a Director in the
category of Non-Executive - Independent Director with effect from 28^th August, 2024 for a
first term of 5 (five) Years, i.e upto 27 August, 2029

> Appointment of Mr. Dinesh Chander Notiyal (DIN: 10289995) as a Director in the
category of Non-Executive - Independent Director in the Company, with effect from 28^th
August, 2024 for a first term of 5 (five) Years, i.e upto 27 August, 2029.

> Appointment of Mr. Mehul Hasmukhbhai Shah (DIN: 10753865) as an Additional
Director in the category of Executive Director with effect from 31st August, 2024 for a
first term of 5 (five) Years, i.e upto 30th August, 2029 but later on Mr. Mehul
Hasmukhbhai Shah (DIN: 10753865) has tendered his resignation from the position of
Executive Director of Bacil Pharma Limited with effect 24" February, 2025.

> Mrs. Suman Prakash Shah (DIN: 01764668), Non-Executive Director of the Company
w.e.f. 31st August, 2024 due to pre-occupancy in other assignments and personal
reasons.

> Mr. Shirish Suryakant Shetye (DIN: 00148086) and Mr.Lalit Jain (DIN: 00941024), ceased
to be Independent Directors of the Company with effect from 27th September, 2024 upon
completion of his tenure of two consecutive terms.

Changes in Composition of Key Managerial personal take place after the closure of financial
year 2024-25 up to the date of report:

> Appointment of Ms. Chaitali Kalpataru Shah (DIN: 11167778) as the Executive Director
and Chief Financial Officer (CFO) of the Company w.e.f. 16^th July 2025.

> Resignation of Prakash Bhoorchand Shah from the Directorship of the Company w.e.f.
22n^d July 2025.

> Resignation of Mr. Jayesh Ramchandra Patil from the post of Chief Financial Officer
(CFO) of the Company due to personal reasons, w.e.f. 10^th July 2025.

In accordance with the provisions of the Act and the Articles of Association of the Company
Ms. Chaitali Kalpataru Shah is liable to retire by rotation and being eligible has offered herself
for re-appointment.

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under sub-section 6 of
Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2015.

10. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition and structure, effectiveness of
board processes, information and functioning, etc. The performance of the committees was
evaluated by the board after seeking inputs from the committee members on the basis of the
criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the contribution of the
individual director to the Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the
Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors,
performance of the board as a whole and performance of the Chairman was evaluated, taking
into account the views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the independent Directors, at which
the performance of the Board, its committees and individual directors was also discussed.

11. Number of Board Meetings:

During the Financial Year 2024-25, Eleven meetings of the Board of Directors of the company
were held. The date of the meetings of the board held is as under-

The necessary quorum was present for all the meetings. The attendance of Director is
mentioned below:

12. Committees of the board:

Currently the Board has 3 (three) Committees: the Audit Committee, Nomination &
Remuneration Committee and Stakeholders Relationship Committee. The composition of
various committees and compliances, as per the applicable provisions of the Companies Act,
2013 and the Rules there under and SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 ("Listing regulations") are as follows:

> AUDIT COMMITTEE:

The Audit Committee constituted by the Company comprises of three qualified members in
accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of the Listing
Regulations. All the members have financial and accounting knowledge.

The Committee acts as a link between the Management, the Internal Auditors, the Statutory
Auditors and the Board of Directors of the Company. The recommendations of the Audit
Committee are always welcomed and accepted by the Board and all the major steps impacting
the Financials of the Company are undertaken only after the consultation of the Audit
Committee.

The Audit Committee acts in accordance with the terms of reference specified from time to time
by the Board.

The Committee met Four (4) times during the Year as mentioned below and the gap between
two meetings did not exceed one hundred twenty days. The necessary quorum was present for
all the meetings.

The composition of the Audit Committee and the details of meetings attended by its members
are given below:

> NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee constituted by the Company comprises of three
qualified members (i.e. 3 Non-Executive Independent Directors) in accordance with the section
178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and
the Listing Regulations.

The Committee met Two (2) times during the Year as shown in the table below. The necessary
quorum was present at the meeting.

The composition of the Nomination and Remuneration Committee and the details of meetings
attended by its members are given below:

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

The Nomination & Remuneration policy is hosted on the Company's website.

> STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted the Stakeholders Relationship Committee in accordance with the
Regulation 20 of the Listing Regulations and Section 178 of the Companies Act, 2013.

The role and functions of the Stakeholders Relationship Committee are the effective redressal of
grievances of shareholders, debenture holders and other security holders including complaints
related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The
Committee overviews the steps to be taken for further value addition in the quality of service to
the investors.

The Company has designated the e-mail ID: bacilpharma07@gmail.com exclusively for the
purpose of registering complaint by investors electronically. This e-mail ID is displayed on the
Company's website.

The following table shows the nature of complaints received from the shareholders during the
Years 2024-25.

There were no complaints pending for action as on March 31, 2025.

The Committee met Four (4) times during the Year as mentioned in the table below. The
necessary quorum was present at the meeting.

The composition of the Stakeholders Relationship Committee and the details of meetings
attended by its members are given below;

INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act,
2013 and the Listing Regulations, the Independent Directors of the Company shall hold at least
one meeting in a Year without the presence of Non-Independent Directors and members of the
management. All the Independent Directors shall strive to be present at such meeting.

The Independent Directors in their meeting shall, inter alia-

(a) Review the performance of non-independent Directors and the Board of Directors as a
whole;

(b) Review the performance of the chairman of the listed entity, taking into account the views of
executive Directors and non-executive Directors;

(c) Assess the quality, quantity and timeliness of flow of information between the management

of the listed entity and the Board of Directors that is necessary for the Board of Directors to
effectively and reasonably perform their duties.

Independent Directors met once during the year on 21^st January, 2025 and attended by all
Independent Directors.

13. Particulars of Loan, Investments Guarantees and Securities under Section 186

During the year under review the company increased the limit for granting loans, making
investments, and providing guarantees by the Company to ?50 crore under Section 186 of the
Companies Act, 2013. Further in the ensuing Annual General Meeting company proposed to
increase the limit upto Rs. 100 Crore subject to the approval of Shareholders.

The Complete details of Loan, Investments Guarantees and Securities covered under section 186
of The Companies Act, 2013 as attached in the financial statement and notes there under.

14. Particulars of Contracts or Arrangements with Related Parties

All related party transactions entered into by the Company during the financial year under
review were in the ordinary course of business and on arm's length basis. All transactions
entered with related parties were in compliance with the applicable provisions of the Companies
Act, 2013 read with the relevant rules made thereunder and the Listing Regulations. Thus the
company is not required to disclosed any information in Form AOC-2 in terms of Section 134 of
the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the
transactions with Related Party are provided in the Company's financial statements.

There are no materially significant related party transactions made by the Company with
Promoters, Key Managerial Personnel or other designated persons which may have potential
conflict with interest of the Company at large. All related party transactions are placed before the
Audit Committee and the Board for approval, if applicable.

In line with the requirements of the Act and Listing Regulations, your Company has formulated
a policy on related party transactions which is also available on Company's website at the link
https://bacilpharma.co.in/policy/ .This policy deals with the review and approval of related
party transactions. The Board of Directors of the Company has approved the criteria for giving
the omnibus approval by the Audit Committee within the overall framework of the policy on
related party transactions.

15. Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and
Outgo

As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, The Company has
introduced various measures to reduce energy consumption and install the latest technologies.

(a) CONSERVATION OF ENERGY

(B) TECHNOLOGY ABSORPTION

FOREIGN EXCHANGE EARNINGS / OUTGO

As the Company has not carried out any activities relating to the export and import during the
financial year. There is no foreign exchange expenses and foreign income during the financial
year.

16. Internal Control and System

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is defined by
the Audit Committee. To maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board& to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting procedures
and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their
respective areas and thereby strengthens the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee of
the Board.

17. Managerial Remuneration:

a. Remuneration to Directors and Key Managerial Personnel

Information as required under section 197 (12) of the Companies Act, 2013 read with Rule 5 (1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
given under Annexure-2.

b. Employee Particulars

There are no employees who have remuneration in excess of the remuneration stated in Section
197 of the Companies Act, 2013.

18. Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with
Regulation 34(3) of the Listing Regulations is provided "Annexure-3" and forms part of this
Report which includes the state of affairs of the Company and there has been no change in the
nature of business of the Company during FY25.

19. Transfer of Amounts to Investor Education and Protection Fund:

There are no amounts due and outstanding to be credited to Investor Education and Protection
Fund as 31^st March, 2025.

20. Disclosure on Establishment of a Vigil Mechanism:

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its
Directors and Employees, to provide a framework to facilitate responsible and secure reporting
of concerns of unethical behavior, actual or suspected fraud or violation of the Company's Code
of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower policy
are posted on the website of the Company.

21. Disclosures under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013:

The management takes due care of employees with respect to safeguard at workplace. Further,
no complaints are reported by any employee pertaining to sexual harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013.

22. Code for prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The
Code requires preclearance for dealing in the Company's shares and prohibits the purchase or
sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when
the Trading Window is closed. The Board is responsible for implementation of the Code. All
Board Directors and the designated employee have confirmed compliance with the Code.

23. Fraud Reporting (Required by Companies Amendment Bill, 2014):

No Fraud reported / observed during the financial year 2024-25.

24. AUDITORS
Statutory Auditors:

M/s. Laxmikant Kabra & Co. LLP (FRN: 117183W), the existing Statutory Auditors of the
Company, have tendered their resignation with effect from 14th August 2025. Consequently, a
casual vacancy has arisen in the office of Statutory Auditors of the Company.

In accordance with the provisions of Section 139(8) of the Companies Act, 2013, such a vacancy
caused due to resignation of the auditors is required to be filled by the Board of Directors within
30 days, and such appointment shall be approved by the shareholders at a General Meeting
within three (3) months from the date of the Board's recommendation. The auditors so
appointed shall hold office until the conclusion of the next Annual General Meeting.

As the forthcoming Annual General Meeting is scheduled to be held within the aforesaid period,
the Company proposes to appoint M/s Sarang Shivajirao Chavan & Associates Chartered
Accountants (FRN: 159649W) as the Statutory Auditors of the Company to fill the said casual
vacancy, to hold office until the conclusion of the next Annual General Meeting to be held in the
financial year 2025-26.

The Board of Directors, based on the recommendation of the Audit Committee, has approved
and recommended the appointment of M/s Sarang Shivajirao Chavan & Associates Chartered
Accountants (FRN: 159649W), as Statutory Auditors of the Company to fill the aforementioned
vacancy.

During the Year under review, the Auditors have not reported any matter under Section 143 (12)
of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Auditors Report:

The observation made in the Auditors Report read together with relevant notes thereon are self¬
explanatory and hence, do not call for any further comments under Section 134 of the
Companies Act, 2013.

Secretarial Audit Report:

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s. Ramesh
Chandra Bagdi & Associates Company Secretaries (Membership No. F8276) in accordance with
Provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure -4
and forms part of this Report.

Cost Auditors:

Requirement of appointment of Cost Auditor is not applicable to the Company.

Internal Auditor:

The Company has appointed Ms. Bhavana Tak as Internal Auditor of the Company for the year
2024-2025.

25. Material Changes and Commitments

During the year under review the company has invested in M/s CNX Corporation Limited
("CCL"), by way of Issue of shares for consideration other than cash (Share Swap basis) upto
29.81% thus making it associate of the company.

26. Material Changes and Commitment after the end of financial year upto the date to
report

There have been no material changes and commitments, which affect the financial position of the
company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report.

27. Compliance With Secretarial Standard

The Company has complied with the applicable Secretarial Standards (as amended from time to
time) on meetings of the Board of Directors and Shareholders issued by The Institute of
Company Secretaries of India and approved by Central Government under section 118(10) of the
Companies Act, 2013.

28. Deposits:

i. Deposits covered under Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.

ii. Deposits not in compliance with Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits
which are not in compliance with Chapter V of the Companies Act, 2013.

29. Risk Management Policy

Risk Management is the process of identification, assessment and prioritization of risks followed
by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact
of unfortunate events or to maximize the realization of opportunities. The Company has laid
down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the
Board from time to time. These procedures are reviewed to ensure that executive management
controls risk through means of a properly defined framework. The major risks have been
identified by the Company and its mitigation process/measures have been formulated in the

areas such as business, project execution, event, financial, human, environment and statutory
compliance.

30. Corporate Social Responsibility

As the Company does not fall under the Class of Companies as prescribed under Section 135 of
Companies Act, 2013 and Rules made thereunder, therefore the provisions related to Corporate
Social Responsibility is not applicable to the Company.

31. Proceedings Pending Under the Insolvency and Bankruptcy Code,2016

No application has been made or any proceeding is pending under the IBC, 2016.

32. Difference In Valuation

The company has never made any one-time settlement against the loans obtained from Banks
and Financial Institution and hence this clause is not applicable.

33. Stock Exchange:

The Company's equity shares are listed at BSE Limited - BACPHAR | 524516 | INE711D01018.

34. Details of Significant and Material Orders Passed by The Regulators, Courts And
Tribunals

No significant and material order has been passed by the Regulators, courts, tribunals impacting
the going concern status and Company's operations in future.

35. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors
confirm that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2025, the
applicable Ind-AS had been followed along with proper explanation relating to material
departures;

b. The directors had selected such accounting policies and applied 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 31st March, 2025.

c. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

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

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

f. The proper internal financial controls are in place and that such internal financial controls are
adequate and are operating effectively.

g. The Directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

36. Acknowledgment:

Your directors place on the record their appreciation of the Contribution made by employees,
consultants at all levels, who with their competence, diligence, solidarity, co-operation and
support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from the
Central and State Governments Departments, Shareholders and Stakeholders.

For & on behalf of the Board of Directors
BACIL PHARMA

LIMITED

Sd/-

REGISTERED OFFICE

Office G2/G3, Samarpan Complex, Next To CHAITALI KALPATARU SHAH

Mirador Hotel, Link Road, Opp Satam ^Director

Wadi, Chakala, Andheri (East), Sahar P & T ^DIN: 11167778

Colony, Mumbai, Maharashtra, India,

400099

Place: Mumbai
Date: 05/09/2025