Your Directors have pleasure in presenting the 32^nd Annual Report of the Company together with the Audited Annual Financial
Statements (Standalone and Consolidated) showing the financial position of the Company prepared in compliance with Ind AS
accounting standards, for the Financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE:

The Company's financial performance for the year under review along with previous year's figures is given here under:

OPERATIONAL PERFORMANCE.

Standalone

During the Financial Year ended 31^st March, 2025, your Company has achieved on Standalone basis an operational turnover of
INR. 31868.20 Lakhs as compared to INR. 26602.46 Lakhs in the previous Financial Year and the Loss after Tax is INR. 2645.36 Lakhs
as compared to Profit of INR. 2259.37 Lakhs in the previous Financial Year.

Consolidated

On a Consolidated basis, your Company has achieved an operational turnover of INR. 35200.07 Lakhs as compared to INR. 26589.56
Lakhs in the previous Financial Year and Loss After Tax of INR. (4367.53) Lakhs as compared to Loss of INR. 1051.43 Lakhs in the
previous Financial Year.

2. FUND RAISE THROUGH PREFERENTIAL ISSUE

In a first-ever the Company raised 98.15 Cr. by an issue of 7,04,781 (Seven Lakhs Four Thousand Seven hundred and Eighty-
One) fully paid-up Equity Shares of with a face value of Rs. 10 (Rupees Ten only) each ("Equity Shares") at a price of Rs.
1,356.40 (Rupees One Thousand and Three Hundred and Fifty-six point forty paise) (including a premium of Rs. 1,346.40
(Rupees One Thousand and Three Hundred and Forty-six point forty paise) per Equity Share through a preferential allotment
in May 2024, The proceeds from the Preferential issue have been earmarked for Expansion of business, investment in
subsidiary company and for meeting requirements of funds for general corporate purposes of the Company, The Preferential
Issue proceeds have bolstered an already strong capital structure even further, significantly enhanced the Company's
financial flexibility, and accelerated the Company's ambitious growth plans.

3. RESERVES

There is no amount proposed to be transferred to the reserves in consideration of the implementation of expansion and
strategic planning.

4. PUBLIC DEPOSIT

During the year under review, your Company has not accepted any deposits from public or member of the Company under
Chapter V of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. Thus, no amount on account of
principal or interest on deposits from public was outstanding as on March 31, 2025.

5. CHANGES IN SHARE CAPITAL
SHARES:

During the year under review, the Paid-up Equity Share capital of the company as on April 1^st, 2024 was INR. 5,81,96,660.
However, the Company has allotted 7,04,781 Equity share of face value of Rs, 10/- each on a premium of Rs. 1346.40 per
shares to Non-promoter investors on Preferential Basis.

Further the company has allotted 3,67,516 Equity share of face value of Rs, 10/- each for consideration other than cash to the
promoters of the company on preferential basis by way of private placement, which result into increase in paid up share
capital as on March 31^st, 2025 to INR. 6,89,19,630

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

During the year company has not allotted any Employee Stock option.

6. AWARDS AND RECOGNITIONS

During the period under review, your company was felicitated with an award for exceptional contribution and dedication in
the category of "Manufacturing SM E of the Year in the Health & Pharma." Your company was also felicitated with the "Green
Gujarat Award" in the Month of September 2024 and Resilent Award by Southern Gujarat Chamber of Commerce &
Industry, in association with the Gujarat Pollution Control Board (GPCB), in the month of June 2024.

7. DIVIDEND:

The Board has recommended payment of final dividend of Rs. 1.00 (Rupees One Only) per Equity Share of Rs. 10/- each (fully
paid-up) for the financial year ended March 31, 2025. The Dividend amount is payable after declaration by the Shareholders
at the ensuing Annual General Meeting (AGM).

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the
shareholders at the applicable rates. For details, shareholders are requested to refer to the Notice of Annual General
Meeting.

A) Unpaid/Unclaimed Dividend.

The details of total amount lying in the Unpaid Dividend Account of the company as on March 31, 2025 are as under:

The Statement containing the names, last known addresses, amount of dividend to be paid to the members, due date
of transfer to the fund and the details of Nodal Officer as per I EPF Rules are available on the website of the company at
https://www.bpindia.in/investor-2.htmlftTandC-tab

The Shareholders are therefore encouraged to verify their records and claim their dividends, if not claimed.

A) Transfer of unclaimed dividend to Investor Education and Protection Fund.

In accordance with provisions of sub-section (5) and (6) of section 124 of the Companies Act, 2013 ("the Act"), any money
transferred to the Unpaid Dividend Account of a company and all shares in respect of which dividend has not been paid or
claimed for seven consecutive years or more shall be transferred by the company to Investor Education and Protection Fund
("IEPF") along with a statement containing such details as may be prescribed. Since the statutory period of seven years has
yet not been completed for transfer of unclaimed and unpaid dividend, the provision of Section 125 of the Act is not
applicable to your company and hence the details required under that Section have not been provided.

8. CHANGE IN CONTROL AND NATURE OF BUSINESS

There is no change in control and nature of business activities during the period under review.

9. BUSINESS TRANSFER

There is no transfer of business during the period under review.

10. FINANCIAL PERFORMANCE AND OPERATION'S REVIEW:

During the year under review, the company generated Gross Income of INR. 31,868.20 lakhs, earned Gross Profit of INR.
3,631.52 lakhs and Net Profit of INR. 2,645.36 lakhs as against Gross Income of Rs. 26,602.46 lakhs, earned Gross Profit of Rs.
3,080.09 lakhs and Net Profit of Rs. 2,259.37 lakhs of previous year.

11. STATE OF COMPANY'S AFFAIRS:

During the Year under review, the turnover of the company has been increased by 20% and EBITDA to Revenue from
operations percentage for Financial Year ended on 31^st March, 2025 is 17.08%.

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT:

• Your Company had entered into a Share Purchase Agreement for acquisition of stake in the Varenyam Healthcare
Private limited and Varenyam Boilifesciences Private Limited, subsidiaries company of Bharat Parenterals Limited
through Swap issue of equity shares of Bharat Parenterals Limited for consideration other than cash, after the
acquisition Varenyam Healthcare Private Limited and Varenyam Biolifesciences Private Limited Became Wholly
owned subsidiary Company of the Bharat Parenterals Limited.

Company has acquired 100% Stake in Varenyam Healthcare Private Limited for acquisition of 2,50,000 (two lac fifty
thousand) fully paid-up equity shares of face value INR. 10 each held by shareholders of Varenyam Healthcare Pvt Ltd
against issue 3,54,826 (three lac fifty-four thousand eight hundred & twenty-six) fully paid-up equity shares of face
value of INR.10 each of BPL.

Company has acquired 40% Stake in Varenyam Biolifesciences Private Limited for acquisition of 18,00,000 (Eighteen
Lakhs ) fully paid-up equity shares of face value INR. 10 each held by shareholders of Varenyam Biolifesciences Private
Limited against issue 12,286 (Twelve Thousand Two Hundred Eighty-Six) fully paid-up equity shares of face value of
INR. 10 each of BPL.

• Your Company has acquired 99,85,477 No of Equity shares of Rs. 64.90/-per share of face value of Rs. 10/- Inclusive of
premium of Rs 54.90/-from the existing shareholders of the Innoxel Lifesciences Private Limited through preferential
basis. After the preferential allotment company has increase its holding from 51% to 55.89%

• Pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time or any other law for the time
being in force (including any statutory modification or amendment thereto or reenactment thereof for the time being
in force), M/s. Shah Mehta & Bakshi, Chartered Accountants (Firm Registration Number: 103824W) appointed as
Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/ CNK & ASSOCIATES LLP,
Chartered Accountants, (Firm Registration No. 101961W) wide resignation letter dated August 10, 2024.

• Mr. Sanjay Shah, (DIN: 08899131) Non-Executive Non-Independent Director of the company, have tender his
resignation on the board of the company with immediate effect from July 28, 2025, and board has taken note of the
same on-board meeting.

• Mr. Alkesh Shah, (DIN: 11210389), has been appointed as an Additional Director designated as Non-Executive Non¬
Independent Director of the Company in place of Mr. Sanjay Shah on the Board Meeting held on July 28, 2025.

13. MANAGEMENT BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

The constitution of the Board of Directors of the Company is in compliance with the provisions of Companies Act, 2013 and
Rules thereto and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In accordance with the
Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013 and the
applicable rules made thereof, Mr. Hemang J. Shah, Executive Director of the Company retire by rotation at the ensuing 32^nd
Annual General Meeting and being eligible have offered himself for re-appointment.

Details of the proposal for re-appointment of Mr. Hemang J. Shah along with his brief resume is mentioned in the
Explanatory Statement under Section 102 of the Act and disclosure under Regulation 36(3) of the Listing Regulations as
annexed to the Notice of the 32^nd Annual General Meeting. The Board recommends re-appointment / appointment of the
above Director.

Mr. Sanjay Shah, (DIN: 08899131) Non-Executive Non-Independent Director of the company, have tender his resignation on
the board of the company with immediate effect from July 28, 2025, and board has taken note of the same on-board
meeting.

Mr. Alkesh Shah, (DIN: 11210389), has been appointed as an Additional Director designated as Non-Executive Non¬
Independent Director of the Company in place of Mr. Sanjay Shah on the Board Meeting held on July 28, 2025.

To meet the requirement of Board Composition under the Listing Regulations, the Board, on the recommendation of the
Nomination and Remuneration Committee, had proposed, for the approval of shareholders at the forthcoming AGM, the
induction of Mr. Alkesh Shah (DIN: 11210389) as a Non-Executive Non- Independent Director of the Company. In the opinion
of the Board and the Nomination and Remuneration Committee, Mr. Alkesh Shah is eligible and qualified to be appointed as
a Non-Executive Non -Independent Director. He is proposed to be appointed for a period of five years from the date of AGM.
Mr. Alkesh Shah (DIN: 11210389) has submitted all the relevant declarations which were taken on record by the Nomination
and Remuneration Committee and the Board.

KEY MANAGERIAL PERSONNEL ("KMP")

As on 31^st March 2025, the following persons are Key Managerial Personnel of the Company pursuant to Section 2(51) read
with Section 203 of the Act, read with the Rules framed thereunder:-

$Mr. Bharat Desai, Chairman & Managing Director of the company has been re-appointed as a Chairman &Managing
Director of the company for a period of Three Years by passing Special resolution through Postal Ballot.

@Ms. Krutika Bhattbhatt has been resigned from the post of the company Secretary and Compliance officer of the company
and its material Subsidiary of the company W.e.f. 17^th January, 2025, However, Mr. Sharmin Soni has been Appointed as a
Compnay Secretary & Compliance Officer of the company w.e.f. 15^th April, 2025 in place of Ms. Krutika Bhattbhatt.

14. CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNEL DURING THE YEAR:

During the year under review, Ms. Krutika Bhattbhatt has been resigned from the post of the Company Secretary and
Compliance Officer w.e.f. 17^th January, 2025.

15. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as on 31^st March, 2025
is available on the website of the company at www.bplindia.in

16. COMMITTEES OF THE BOARD

As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees
along with other governance Committees and sub-committees to review specific business operations and governance
matters including any specific items that the Board may decide to delegate. As on 31^st March, 2025, the Board has
constituted the following committees / sub-committees.

Statutory Committees:

> Audit Committee;

> Nomination and Remuneration Committee;

> Stakeholder Relationship Committee;

> Corporate Social Responsibility Committee;

> Independent Directors Committee (IDC)

Details of terms of reference of the Committees, Committee membership, changes and attendance of members at meetings
of the Committees are included in the Corporate Governance Report, which forms part of this Annual Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as
required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
are applicable to the company and annexed as Annexure - 1 which forms part of this Annual Report.

18. STRATEGIC ACQUISITIONS/DIVESTMENT.

Your Company had entered into a Share Purchase Agreement for acquisition of stake in the Varenyam Healthcare Private
limited and Varenyam Boilifesciences Private Limited, subsidiaries company of Bharat Parenterals Limited through Swap
issue of equity shares of Bharat Parenterals Limited for consideration other than cash, after the acquisition Varenyam
Healthcare Private Limited and Varenyam Biolifesciences Private Limited Became Wholly owned subsidiary Company of the
Bharat Parenterals Limited.

Company has acquired 100% Stake in Varenyam Healthcare Private Limited for acquisition of 2,50,000 (Two Lac Fifty
Thousand) fully paid-up equity shares of face value INR. 10 each held by shareholders of Varenyam Healthcare Pvt Ltd
against issue 3,54,826 (Three Lac Fifty-Four Thousand Eight Hundred & Twenty-Six) fully paid-up equity shares of face value
of INR.10 each of BPL.

Company has acquired 40% Stake in Varenyam Biolifesciences Private Limited for acquisition of 18,00,000 (Eighteen Lakhs)
fully paid-up equity shares of face value INR. 10 each held by shareholders of Varenyam Biolifesciences Private Limited
against issue 12,286 (Twelve Thousand Two Hundred Eighty-Six) fully paid-up equity shares of face value of INR. 10 each of
BPL.

Your Company has acquired 99,85,477 No of Equity shares of Rs. 64.90/-per share of face value of Rs. 10/- Inclusive of
premium of Rs 54.90/-from the existing shareholders of the Innoxel Lifesciences Private Limited through preferential basis.
After the preferential allotment company has increase its holding from 51% to 55.89%

19. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate internal financial control system including suitable monitoring procedures commensurate with
the size and nature of business. The internal control system provides all documented policies, guidelines, and authorization
and approval procedure. The company has internal auditors which carries out extensive audits throughout the year and
across all functional areas and submits its report to the Audit Committee of the Board of Director. The statutory auditors
while conducting the statutory audit reviewed and evaluated the internal controls and their observations are discussed by
the audit committee of the board.

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY:

The Company is not required to constitute risk management committee as provided in the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.

However, the Company has in place an internal Risk Management Policy to monitor the risk plans of the Company and
ensure its effectiveness. The Audit Committee and the Board of Directors has additional oversight in the area of financial
risks.

21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY (CSR) INITIATIVES:

The CSR Committee constituted by the Board of Directors in terms of the provisions of Section 135(1) of the Companies Act,
2013 (the Act) reviews and restates the Company's CSR Policy in order to make it more comprehensive and aligned in line
with the activities specified in Schedule VII of the Act. The Company constantly strive to positively impact the health of
people throughout the country. In India, we have strived to serve our community by setting the standard for quality, safety
and value in the discovery, development, manufacture and delivery of medicines. Your Company through its Corporate
Social Responsibility ("CSR") Policy encourages stronger commitment from the organization and employees towards the
society to address the healthcare challenges of the country. The Policy applies to all CSR programs/projects of the Company
and has been prepared keeping own core competence and priorities in mind. The policy also aims to align your Company's
CSR interventions with the healthcare priorities of the Government of India and other stakeholders working with similar
mandates. In doing so, it would be the endeavor of your Company to synergize it's CSR initiatives undertaken by various
functions/divisions within one unified strategic umbrella.

The CSR Committee acts in an advisory capacity to the Board and Management with respect to policies and strategies that
affect your Company's role as a socially responsible organization. The CSR Committee ensures that the implementation,
monitoring and impact assessment of the projects is in compliance with the CSR Objectives and Policy of your Company. The
details of CSR expenditures made during the Financial Year 2024-25 are provided in Annexure - 2 to this report.

The Company as per Section 135(4) has adopted the CSR Policy and placed it on the Company's website: www.bplindia.in

Composition of CSR Committee is given in the Corporate Governance Report hence not reproduced here for the sake of
brevity.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT,
2013:

During the year under review, the company has provided loans, Guarantees or investments in compliance with the provision
of section 186 of the Companies Act, 2013. The details relating to loans, Investments or Guarantees made by the company
are disclosed by the auditor in the Notes to financial results of the Company.

23. COST AUDIT COMPLIANCE REPORT:

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to
time, your Company is required to maintain cost records and accordingly, such accounts are being prepared and records
have been maintained. M/s. CMA Chetan Gandhi, Cost Accountant, who are in whole Time Practice as Cost Accountant,
having Registration No. 102341 carried out the Cost Audit for the financial year 2024-25 as the Cost Auditors of the Company.

The Board of Directors of the Company on the recommendation made by the Audit Committee, has appointed M/s. CMA
Chetan Gandhi, Cost Accountant, who are in whole Time Practice as Cost Accountant, having Registration No. 102341 as Cost
Auditor of the Company to carry out cost audit of Cost record of the Company for the FY 2025-26 on a remuneration not
exceeding of Rs.75,000/-.

The remuneration payable to the Cost Auditors is required to be ratified by the members of the Company. Accordingly, a
resolution seeking members' ratification for the remuneration payable to the Cost Auditor forms part of the Notice
convening the ensuing 32^nd Annual General Meeting.

24. INTERNAL AUDITOR

M/s. Dhruvik Parikh & Co, Chartered Accountants, Vadodara continued to be the Internal Auditors of the company as per the
provisions of Section 138 of the Companies Act, 2013 for conducting the internal audit of the company for the financial year
2024- 25. The Internal Audit Reports issued by M/s. Dhruvik arikh & Co, are submitted to the Audit Committee and Board of
directors on quarterly basis.

Further, as per section 138(1) read with Companies (Accounts) Rules, 2014, the board of directors of the Company have re¬
appointed of M/s. Dhruvik Parikh & Co., Chartered Accountants, Ahmedabad as the Internal Auditor of your Company for
the financial year 2025-26 and the Company has also received consent for their re-appointment as the Internal Auditors of
the Company to that effect.

25. COMPANY'S POLICY ON NOMINATION AND REMUNERATOIN OF DIRECTORS APPOINTMENT AND PAYMENT OF
REMUNERATION:

The Company has constituted nomination and remuneration committee and adopted revised Policy relating to appointment
of Directors, payment of Managerial remuneration, KMP and other employees, Directors' qualifications, positive attributes,
independence of Directors, and other related matters as provided under Section 178(3) of the Companies Act, 2013 as
specified in Corporate Governance Report which forms part of this report.

A copy of the policy is uploaded on the Company's website at bplindia.in/investor-2.html#policy-tab

We confirm that the remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel
complies with the Company's policy. This policy has been revised and recommended by the board for shareholder approval
to update it in accordance with market research.

The statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is mentioned in Annexure 6.

None of the Executive Directors of the Company were in receipt of any commission from the Company or any remuneration
from the subsidiaries of the Company.

26. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Total 10 (Ten) Board Meetings were held during the financial year ended on 31^st March, 2025.

The details of the Board and Committee Meetings held and attendance of each of the directors thereat have been set out in
the report on corporate governance attached at Annexure 6.

27. DIRECTOR RESPOSNSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)©OF THE COMPANIES ACT, 2013:

Pursuant to Section 134(3)©and 134(5) of the Companies Act, 2013, in relation to financial statements of the Company for
the year ended 31^st March 2025, the Board of Directors to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the financial year ended March 31^st, 2025 the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any.

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 of the Company for that period.

c) The directors had taken proper and sufficient care towards 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 frauds and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors have laid down internal financial controls, which are adequate and are operating effectively.

f) The directors have devised proper system to ensure compliance with the provision of all applicable laws and such
systems are adequate and operating effectively.

28. DECLARATION BY INDEPENDENT DIRECTOR(S):

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies
Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation
16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In
accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by
rotation.

According to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the names of
all the Independent Directors of the Company have been included in the data bank maintained by the Indian Institute of
Corporate Affairs. The Independent director on meeting was scheduled on 03^rd February, 2025 to undertake review and
performance of all the directors of the company and

Familiarization Programme was scheduled on 22^nd May, 2024 at being of the Financial year.

29. BOARD AND ITS COMMITTEE EVALUATION:

The Board of Directors has carried out an annual performance evaluation of its own performance, Committees of the Board
and Individual Directors pursuant to the provisions of the Companies Act, 2013 and as per the SEBI Listing (Obligations and
Disclosure Requirements) Regulations, 2015.

The performance of Board was evaluated after seeking inputs from all Directors on basis such as Knowledge and Skills,
Professional Conduct, Duties, Role & Function, Effectiveness, etc. The Nomination & Remuneration Committee further
evaluated performance of individual directors on criteria such as preparedness on the agenda to be discussed, contribution
to the discussion, etc. In a separate meeting of Independent Director, the performance of non-independent directors and
the board as a whole was evaluated. Further Board opined that the Independent Directors of company appointed during the
year has requisite integrity, expertise and experience (including the proficiency).

The terms and conditions of appointment of the Independent Directors are available on the website of the company
https://www.bpindia.in/investor-2.htmlffTandC-tab

None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) of the Companies
Act, 2013.

None of the Managing Director, Whole-time Director/Executive Director of the Company receive any remuneration or
commission from any of its subsidiaries.

30. SUBSIDIARIES, ASSOCIATE COMPANY AND JOINT VENTURE:

Your company has Two Wholly owned subsidiary Company viz, Varenyam Healthcare Private Limited and Varenyam
Biolifesciences Private Limited and one material Subsidiary Company Namely Innoxel Lifescineces Private Limited as on
March 31, 2025.

There is no associate company that falls within the meaning of Section 2(6) of the Companies Act, 2013. There has been no
material change in the nature of the business of the subsidiaries and Associate under review.

The information, pursuant to first proviso to Section 129(3) and rule 5 of Companies (Accounts) Rules, 2014, relating to the
financial statement of subsidiary/associate company / joint ventures forms part of this report in the prescribed format AOC-
1 and is given by way of "Annexure- 3".

Further, pursuant to provisions of Section 136 of the Act, the financial statements, including Consolidated Financial
Statements of the Company along with relevant documents and separate audited accounts in respect of Subsidiaries and
Associate, are available on the website of the Company at www.bplindia.in

31. DEPOSIT:

The Company has neither accepted nor renewed any deposits within the meaning of Section 73 and 74 of the Act read with
the Companies (Acceptance of Deposits) Rules, 2014 during the year under review and hence there were no outstanding
deposits and no amount remaining unclaimed with the Company as on March 31, 2025.

32. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES:

As required under Clause (viii) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014, during the year under review, no
loans have been availed by the Company from its Directors and/or from their relatives.

33. PARTICULARS OF CONTRACTS OR RELATED ARRANGEMENTS MADE WITH RELATED PARTEIS:

Your Company has formulated a policy on materiality of related party transactions which is available on the website of the
company at https://www.bplindia.in/investor-2.html#policy-tab

All Related Party Transactions that were entered into during the financial year 2024-25 were on an arm's length basis and
were in the ordinary course of business and in accordance with the provisions of the Companies Act, 2013 read with the
Rules issued thereunder and as per Listing Regulations.

All Related Party Transactions with related parties were reviewed and approved by the Audit Committee and the Board.
Policy on Transactions with Related Parties as approved by the Board is uploaded on the Company's website. Further the
approvals have been taken from the shareholders for material related party transactions.

Pursuant to Regulation 23(9) of the SEBI (LODR) Regulations, 2015, the disclosure of Related Party Transactions, in the
format specified in the accounting standards for the half year ended 30^th September, 2024 and 31^st March, 2025 has been
uploaded on the Exchange and the website of the company.

The Related Party Transactions, wherever necessary are carried out by company as per this policy. During the year the policy
has not been changed and uploaded on the Company's website.

34. Secretarial Auditors & Secretarial Audit Report:

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 24A of SEBI LODR Regulations, as amended, the
Board, subject to the approval of the shareholders, has appointed M/s Jigar Trivedi & Co., Company Secretaries ICSI
Membership No. 46488 and COP No. 18483 as the Secretarial Auditor of the Company to undertake the Secretarial Audit of
the Company for a period of five years i.e. from FY 2025-26 to FY 2029-30. The Secretarial Audit report of the company as on
March 31, 2025 is annexed herewith as Annexure-4. The Secretarial Audit Report does not contain any qualification,
reservation, disclaimer or adverse remarks.

M/s Jigar Trivedi & Co., have confirmed that they are not disqualified to be appointed as a Secretarial Auditors and are
eligible to hold office as Secretarial Auditors of your Company.

35. STATUTORY AUDITORS:

At the Annual General Meeting held on September 27, 2022 the members approved the appointment of M/s. CNK &
Associates LLP., Chartered Accountants, (Firm Registration No. 101961W), Vadodara, as Statutory Auditor(s) to hold office
from the conclusion of 29^th Annual General Meeting till the conclusion of the 34^th Annual General Meeting of the Company.
M/s. CNK & Associates LLP has placed their resignation on August 10, 2024 and the Board has approved the same at their
meeting held on August 31, 2024. The Board has proposed to M/s. Shah Mehta and Bakshi, Chartered Accountants, (Firm
registration No. 103824W), Vadodara to work as Statutory Auditors of the Company at their meeting held on August 31,
2024. The consent letter and eligibility certificate has been received from M/s. Shah Mehta and Bakshi, Chartered
Accountants, (Firm registration No. 103824W). The Board has decided with recommendation of audit committee for a
remuneration of Rupees 3,75,000 (Three lakhs Seventy-five Thousand) per annum, to pass Ordinary Resolution through the
Postal ballot notice dated September 05, 2024 regarding appointment of. M/s. Shah Mehta and Bakshi, Chartered
Accountants, (Firm registration No. 103824W) were appointed to hold office till the conclusion of 32^nd Annual General
Meeting. Further, the Board has proposed the appointment of M/s. Shah Mehta and Bakshi, Chartered Accountants, (Firm
registration No. 103824W) to hold office from the conclusion of 32^nd Annual General Meeting till the conclusion the of 37^th
Annual General Meeting of the Company. The appointment is accordingly proposed in the Notice of the current Annual
General Meeting vide item no. 04 for the approval of Members. Observations of the auditors in their report together with
the notes on accounts are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

36. MAINTENANCE OF COST RECORDS

The Company is maintaining cost records as specified by Central Government under Section 148(1) of the Companies Act,
2013.

37. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS
MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

No qualifications, reservations or adverse remarks were made by the Statutory Auditor and the Secretarial Auditor in their
respective reports.

38. CHANGE IN NATURE OF BUSINESS IF ANY:

There was no change in the nature of business of the company or in the nature of business carried by the Company during
the year under review.

39. WHISTLE BLOWER / VIGIL MECHANISM:

Your Company has established a Whistle Blower/ Vigil Mechanism through which its Directors, Employees and Stakeholders
can report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of
conduct or ethics policy. It is affirmed that no employee has been denied access to the Audit Committee of the Company
pursuant to this policy.

The details of the whistle blower policy are provided in the report on Corporate Governance forming part of this report as
well as its weblink are contained in the Corporate Governance Report and website of the Company www.bplindia.in.

40. AUDIT COMMITTEE:

The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed thereunder and
Listing Regulations.

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms
part of this report.

During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly, no
disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the
Board.

41. DISCLOSURE FOR OBSERVATION OF SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India and approved by the Central Government under section 118 (10) of the Companies Act, 2013.

42. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per SEBI Regulations
and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report has been submitted to the stock
exchanges within 60 days from the end of the financial year under review.

43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT.

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is presented in a separate section, which forms part of this Annual Report.

44. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year no, significant material order has been passed by the Regulators or Tribunals or Courts which would impact
the going concern status of the Company and its future operations.

45. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report as
Annexure-5.

46. DISCLOSURE PURSUANT TO SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.

At BPL, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race,
color, gender, religion, political opinion, national extraction, social origin, sexual orientation or age. At BPL every individual is
expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct
of BPL. The Direct Touch (Whistle-Blower & Protection Policy). Policy provides a platform to all employees for reporting
unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the
system. The Policy also includes misconduct with respect to discrimination or sexual harassment

The Company also has in place 'Prevention of Sexual Harassment Policy'. This Anti-Sexual Harassment Policy of the Company
is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)

Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. An Internal
Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. There were no
complaints before the ICC during the financial year 2024-25 as borne out by following table.

The company has complied with the provisions of The Maternity Benefit Act, 1961.

47. EARNING CONFERENCE CALLS AND PRESENTATIONS TO INSTITUTIONAL INVESTORS / ANALYSTS

The Company organizes earnings conference call with analysts and investors after the announcement of half yearly financial
results. The audio recording and transcript of the earnings call are uploaded on the Company's website as well as filed with
the stock exchanges where the security of the Company is listed. Presentations made to institutional investors and financial
analysts are filed with the stock exchanges and uploaded on the Company's website.

48. CODE OF CONDUCT

Your Company has laid down a Code of Conduct ("Code") for all the Board Members and Senior Management Personnel of
the Company. The Code is available on the website of the Company i.e., https://www.bplindia.in/investor-
2html#shareholder-tab All Directors and Senior Management Personnel of the Company have affirmed compliance with
the Company's Code of Conduct for the financial year ended March 31, 2025.

49. CORPORATE GOVERNANCE:

Your Company continue to imbibe and emulate the best corporate governance practices aimed at building trust among all
stakeholders - shareholders, employees, customers, suppliers and others. Your Company believes that fairness,
transparency, responsibility and accountability are the four key elements of corporate governance. In compliance with
Regulations 17 to 22 and Regulation 34 of the Listing Regulations, a separate report on Corporate Governance presented in a
separate section forms an integral part of this Annual Report as Annexure-6.

50. PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM.

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of
the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through
Video Conferencing/ OVAM and no physical meeting will be held and your company has made necessary arrangements with
NSDL to provide facility for e-voting including remote e-voting. The details regarding e-voting facility are being given with the
notice of the Meeting.

51. CYBER SECURITY

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes,
technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is
enabled with real time security monitoring with requisite controls at various layers starting from end user machines to
network, application and the data. During the year under review, your Company did not face any incidents or breaches or
loss of data breach in Cyber Security

52. PREVENTION OF INSIDER TRADING AND CODE OF CONDUCT FOR FAIR DISCLOSURE:

The Company has adopted a code of conduct for Regulating, Monitoring and Reporting trading by Insiders in securities of the
company. The code requires pre-clearance for dealing in the company's securities and prohibits the purchase or sale of
securities of the company by the directors and the Directors while in possession of unpublished price sensitive information
in relation to the company and during the period when the trading window is closed. The company has also adopted a Code
of Practices and Procedures for Fair Disclosure and Conduct of Unpublished price Sensitive information to formulate a stated
framework and policy for prompt and fair disclosure of events and occurrences that could impact price discovery in the
market for securities of the company. The policy is available on website of the Company.

53. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report under regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulations,
2015 is not applicable to Company for the year under review ended 31^st March, 2025. Therefore, there is no requirement to
submit a separate report by the company.

54. DETAILS OF FRAUDS: -

During the year under review, the Auditors of the Company have not reported any fraud as specified under the second
proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force) and hence, there is nothing to report by the Board of Directors under Section 134 (3) (ca) of the
Companies Act,2013.

55. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

No application is made and no such proceedings or appeals pending under Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year and at the end of the financial year.

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

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/ Financial
institutions occurred during the year.

57. LISTING: -

The Equity shares of the Company continue to remain listed on BSE Limited and. The annual listing fees for the F.Y. 2025-26
has been paid to the Stock Exchange.

58. ACKNOWLEDGMENT BY THE BOARD OF DIRECTORS:

We thank our customers, vendors, dealers, investors, business partners and bankers for their continued support during the
year which made the Company grow successfully. We also place on record our appreciation of the contribution made by our
employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

FOR AND BEHALF OF THE BOARD OF DIRECTORS

Sd/-

Mr. Bharat Desai

Chairman & Managing Director
(DIN:00552596)

Date: 28.07.2025
Place: Vadodara