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

SUMMARY OF THE FINANCIAL PERFORMANCE OF THE COMPANY:

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

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

REVIEW OF COMPANY'S OPERATIONS:

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

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

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

DIVIDEND:

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

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

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

DEPOSITS:

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

PARTICULARS OF LOANS, GUARANTEE AND
INVESTMENTS:

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

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

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

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

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

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

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

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE
COMPANY:

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

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

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

SHARE CAPITAL:

Paid-up Share Capital:

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

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

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

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

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

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

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

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

TRADING OF COMPANY'S EQUITY SHARES ON STOCK
EXCHANGE:

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

CREDIT RATING:

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

MATTERS RELATED TO DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

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

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

Appointment of Mr. Yaqoob Ali:

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

Cessation of Mr. Loukik Tipnis

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

Appointment/Re-appointments of Directors in AGM

Director retiring by rotation:

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

Key Managerial Personnel

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

Appointment

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

Cessation

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

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

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

INDEPENDENT DIRECTOR(S):

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

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

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

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

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

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

NUMBER OF MEETINGS OF THE BOARD:

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

PERFORMANCE EVALUATION OF THE BOARD:

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

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

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

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

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

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

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

COMMITTEES OF THE BOARD:

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

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

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS:

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

NOMINATION AND REMUNERATION POLICY:

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

INSIDER TRADING CODE

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING:

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

RISK MANAGEMENT:

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

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

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

• The Company's assets are safeguarded,

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

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

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

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

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

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

• Ensure the reliability and integrity of financial reporting,

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

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

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

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

AUDITORS AND THEIR REPORT

Statutory Audit:

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

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

Secretarial Audit:

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

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

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

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

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

Internal Audit & Controls:

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

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

Cost Auditors:

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

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

Reporting of fraud by Auditors:

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

PARTICULARS OF EMPLOYEES:

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

GENERAL DISCLOSURES:

ANNUAL RETURN:

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

RELATED PARTY TRANSACTIONS:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

CORPORATE GOVERNANCE:

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

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

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY:

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

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

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

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

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

I. Conservation of Energy

Steps taken on Energy Conservation -

Several initiatives have been successfully implemented to
promote energy conservation:

a. Solar Power Initiative:

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

b. Upgrade of Utility Pumps:

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

c. Water Line Optimization:

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

d. Replacement of Ejector Pumps:

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

e. VFD Panel Installation:

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

f. Air Supply Line Upgrade:

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

g. Oil Vacuum Pump Replacement:

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

II. Technology Absorption

a. Ascorbic Acid Technology Transfer:

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

b. Peptide Synthesis Development:

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

III. Research & Development

a. DSIR-Approved R&D Laboratory:

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

b. Enhanced Research Facilities:

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

c. Commercialization of Generic Molecules:

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

d. Novel Synthesis Routes:

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

e. Intellectual Property Development:

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

f. Expansion of R&D Facilities:

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

g. Skilled Scientific Team:

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

Details of expenditure in R&D are as follows:

IV. Foreign Exchange Earning and Outgo:

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

Outgo: Foreign Currency outgo amounting to

'11,471.76/- Lakhs

ENVIRONMENT AND POLLUTION CONTROL:

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

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

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

STATUTORY COMPLIANCES:

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

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

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

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

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

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

MATERNITY BENEFIT ACT, 1961:

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

GENDER-WISE EMPLOYEE STRENGTH:

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

ACKNOWLEDGEMENTS:

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

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

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

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

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

Sd/- Sd/-

Anil Champalal Jain Namrata Sajankumar Bajaj

Managing Director Whole-Time director

DIN: 00226137 DIN: 05327071

Date: 28^th July 2025
Place: Thane