Your Directors are pleased to present their 33^rd Report on the business and operations of the Company, along with the Audited Financial
Statements for the financial year ended 31^st March 2026.

The Directors have tried to maintain coherence and facilitate ease of reference in the disclosures contained in this report by presenting
the requisite information topic-wise and thus certain information which is required to be disclosed in the Directors’ Report has been
regrouped and presented under the relevant sections and is to be read as an integral part of this Directors’ Report.

SUMMARY OF THE FINANCIAL PERFORMANCE OF THE COMPANY:

The Company’s financial performance for the year ended 31^st March 2026 as compared to the previous financial year is summarized below:

During the year under review, the Gross Income was H61.816.53/-
lakhs which is 9.99% more than previous year’s income of
H56,200.68/- lakhs. The net profit after tax during the year from
continued operations was H2,131.04/- lakhs as compared to
previous year’s profit of H4,292.88/- lakhs in the previous year

REVIEW OF COMPANY’S OPERATIONS:

The Company is engaged in the business of manufacturing of
Active Pharmaceuticals Ingredients (APIs) and Formulations,
along with related allied activities.

For further details on the Company’s performance, operations and
growth strategies, please refer to the Management Discussion
and Analysis section forming part of this Annual Report.

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

DIVIDEND:

The Board of Directors at their meeting held on 08^th May 2026,
has recommended payment of H1.50/- (Rupees One and Fifty
Paise Only) (30%) as Final dividend per equity share of the face
value of H5/- (Rupees Five only) each, for the financial year ended
31^st March 2026. 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 athttps://www.bajajhealth.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. Accordingly, the Company shall make
payment of the final dividend for the year ended 31^st March 2026
after deduction of tax at source, as applicable.

DEPOSITS:

During the year under review, the Company has neither accepted
nor renewed any deposits from the public within the meaning of
Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014. Accordingly, there were no
outstanding public deposits as on 31^st March 2026.

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 2026, 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 2025-26.

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 continuation of the acquisition of Genrx Pharmaceuticals
Private Limited (in Liquidation) (“Genrx”) on a going concern
basis in April 2025, the Company had, on 3^rd June 2025, filed an
application before the Hon’ble National Company Law Tribunal
(NCLT), Mumbai Bench, seeking certain reliefs and concessions
for effective implementation of the acquisition and takeover of
Genrx as a going concern.

On 31^st March 2026, the matter remained reserved before the
Hon’ble NCLT for the final order.

SHARE CAPITAL:

Paid-up Share Capital:

As on 31^st March 2026, the Paid-up Equity Share Capital of the
Company stood at H16,83,13,305, divided into 3,36,62,661 equity
shares of face value H5/- each.

During the financial year under review, the Board of Directors at
its meeting held on 18^th March 2026 approved the allotment of
20,79,409 fully paid-up Equity Shares of face value of H5/- each

to the Promoters, Promoter Group and Person(s) belonging to
the Non-Promoter Public Category. This allotment was made
pursuant to the exercise of Conversion rights of Warrants (issued
on preferential basis) into Equity Shares at an issue price of H338/-
per equity share (including premium of H333/- per equity share),
aggregating to H70,28,40,242/-.

Out of the total issue size, 25% of the issue price amounting to
17,57,10,060.50/- was received upfront at the time of allotment
of convertible warrants and the balance 75% of the issue price
amounting to 52,71,30,181.50/- was received upon exercise of the
conversion option.

Consequently, the Issued, Subscribed and Paid-up equity share
capital of the Company increased from H15,79,16,260/- divided into
3,15,83,252 Equity Shares of H5/- each to H16,83,13,305/- divided
into 3,36,62,661 Equity Shares of H5/- each and no Convertible
Warrants remain outstanding as on 31^st 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.

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.

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:

During the financial year 2025-26, India Ratings and Research
(Ind-Ra) affirmed the Company’s credit ratings on its bank facilities
at IND A-/Stable’.

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, experience
and expertise, which enables the Company to ensure effective
governance and long-term value creation for all the stakeholders.

DIRECTORS:

Appointments/ Re-appointments:

During the financial year ended 31^st March 2026, following changes
were made in Board of Directors, on the recommendation of the
Nomination & Remuneration Committee (“NRC”).

a) Ms. Kejal N. Shah (DIN: 08608399) was re-appointed as
a Non-Executive Independent Director by the Board of
Directors for a second term of five consecutive years w.e.f.

30^th June 2025 to 29^th June 2030 which was subsequently
approved by the Shareholders of the Company on 26^th
September 2025.

b) Mr. Gopalakrishnan Kesavan (DIN: 02105656) was appointed
as an Additional Director (Non-Executive Independent
Director Category) by the Board of Directors for five years
w.e.f. 18^th August 2025 to 17^th August 2030 which was
subsequently approved by the Shareholders of the Company
on 26^th September 2025.

c) Mr. Sandeep Shah (DIN: 06402659) was appointed as
an Additional Director (Non-Executive Non-Independent
Director Category) by the Board of Directors w.e.f. 18^th August
2025 which was subsequently approved by the Shareholders
of the Company on 26^th September 2025.

d) Dr. PD Vaghela (DIN: 02540758) was appointed as an
Additional Director (Non-Executive Independent Director
Category) by the Board of Directors for five years w.e.f.
21^st November 2025 to 20^th November 2030 which was
subsequently approved by the Shareholders of the Company
on 19^th February 2026.

e) Dr. Purnima Dhanraj Amin (DIN: 11461111) was appointed as
an Additional Director (Non-Executive Independent Director
Category) by the Board of Directors for five years w.e.f. 05^th
January 2026 to 04^th January 2031 which was subsequently
approved by the Shareholders of the Company on 19^th
February 2026.

f) Mr. Umeshkumar Laxmidas Bhavsar (DIN: 10403243)
was appointed as an Additional Director (Non-Executive
Independent Director Category) by the Board of Directors
for five years w.e.f. 13^th January 2026 to 12^th January 2031
which was subsequently approved by the Shareholders of
the Company on 19^th February 2026.

g) Mr. Sajankumar Rameshwarlal Bajaj (DIN: 00225950) was
re-appointed as a Chairman & Managing Director of the
Company by the Board of Directors for three years w.e.f.
01^st April 2026 to 31^st March 2029 which was subsequently
approved by the Shareholders of the Company on 19^th
February 2026. He is not liable to retire by rotation.

h) Mr. Anil Champalal Jain (DIN: 00226137) was re-appointed
as a Managing Director of the Company by the Board of
Directors for three years w.e.f. 01^st April 2026 to 31^st March
2029 which was subsequently approved by the Shareholders
of the Company on 19^th February 2026. He is not liable to
retire by rotation.

i) Ms. Namrata Sajankumar Bajaj (DIN: 05327071) was re¬
appointed as a Whole-Time Director of the Company by
the Board of Directors for three years w.e.f. 01^st April 2026 to
31^st March 2029 which was subsequently approved by the
Shareholders of the Company on 19^th February 2026.

j) Mr. Pakshal Anil Jain (DIN: 08776385) was re-appointed
as a Whole-Time Director of the Company by the Board of
Directors for three years w.e.f. 30^th June 2026 to 29^th June
2029 which was subsequently approved by the Shareholders
of the Company on 19^th February 2026.

In the opinion of the Board, all Directors, including those proposed
for appointment and re-appointment, possess the required
qualifications, experience, expertise, and proficiency, and uphold
the highest standards of integrity.

Cessation:

a) Mr. Sandeep Shah (DIN: 06402659) resigned as Non¬
Executive Independent Director w.e.f. 03^rd June 2025.

b) Mr. Dhananjay Sabaji Hatle (DIN:00226390) resigned as a
Whole-Time Director w.e.f. 05^th June 2025.

c) Mr. Yaqoob Ali (DIN: 07655705) resigned as Non-Executive
Independent Director w.e.f. 25^th August 2025.

d) Mr. Hemant Rajaram Karnik (DIN: 07377151) completed
his tenure as Non-Executive Independent Director on 07^th
January 2026.

e) Mr. Ram Baliramji Banarse (DIN: 07405486) completed
his tenure as Non-Executive Independent Director on 13^th
January 2026.

Directors retire by Rotation:

In accordance with the provisions of Section 152 of the Act and
the Articles of Association of the Company, Mr. Pakshal Anil Jain
(DIN: 08776385), Whole-Time Director is liable to retire by rotation
at the ensuing Annual General Meeting (AGM) and being eligible,
offers himself for re-appointment. The Board recommends his re¬
appointment.

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 33^rd Annual
General Meeting.

KEY MANAGERIAL PERSONNEL:

Appointment:

During the financial year ended 31^st March 2026, following changes
were made in Key Managerial Personnel, on the recommendation
of the Nomination & Remuneration Committee (“NRC”)

a) Mr. Rohan Parekh was appointed as Chief Financial Officer of
the Company w.e.f. 16^th April 2025.

Cessation:

a) Mr. Dayashankar Patel was resigned as Chief Financial
Officer of the Company w.e.f. 15^th April 2025.

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 athttps://www.bajajhealth.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.

DECLARATION BY SENIOR MANAGEMENT
PERSONNEL (SMP)

Senior Management Personnel (SMP) including all members of
the Board of Directors have submitted the affirmations on the
compliances with the Code of Conduct for Directors and SMPs
under Regulation 26(3) of Listing Regulations.

Further, details of SMPs are also given in Corporate Governance
Report forming part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD:

During the year, the Board convened and held Six (6) 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 of the Board, its Committees and
Individual Directors for the financial year 2025-26.

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 on 09^th
February 2026 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
composition of the Board and its Committees, 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, the Chairman and the
Executive Directors for taking appropriate action. The majority of
Independent Directors were present at the meeting. The Directors
expressed their satisfaction with the evaluation process and the
overall functioning of the Board and its Committees.

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.

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.bajajhealth.com/wp-content/uploads/2026/02/
Familiarization-Programmes-FY-2026-1.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 have been uploaded on the
Company’s website athttps://www.bajajhealth.com/wp-content/
uploads/2020/05/REMUNERATION-POLICYpdf

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.bajajhealth.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 object 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 athttps://www.
bajajhealth.com/wp-content/uploads/2025/10/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 ANDSUSTAINABILITY REPORTING:

The Business Responsibility and Sustainability Report of the
Company for the year ended 31^st March 2026, forms part of
the Annual Report and is also made available on the website
of the Company athttps://www.bajajhealth.com/wp-content/
uploads/2026/08/BRSR-FY2026.pdf

RISK MANAGEMENT:

Risk management forms an integral part of the 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 websitehttps://
www.bajajhealth.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 in place an adequate internal control system
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 REPORTStatutory Auditor:

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm
Registration No. 001076N/N500013) was appointed as the
Statutory Auditors of the Company to hold office for a period of
five consecutive years from the conclusion of 30^th Annual General
Meeting held on 30^th September 2023 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
2026, does not contain any qualifications, adverse remark or
reservation and therefore, does 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 2025-26. 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 Auditor:

Pursuant to Regulation 24A and other applicable provisions of the
Listing Regulations as amended read with Section 204 of the Act
and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Members of the Company
at the Annual General Meeting held on 26^th September 2025
approved the appointment of CS 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.

The Secretarial Audit Report issued by CS Haresh Sanghvi in Form
MR-3 for the financial year ended 31^st March 2026 is annexed
to this Report as Annexure I. The said Report does not contain
any qualification, reservation, adverse remark or disclaimer and
therefore, does not call for any further explanation or comments
from the Board under Section 134(3) of the Act.

Further, pursuant to Regulation 24A of the Listing Regulations,
the Annual Secretarial Compliance Report for the financial year
ended 31^st March 2026, relating to compliance with the applicable
SEBI Regulations and circulars/guidelines issued thereunder,
issued by CS Haresh Sanghvi, Practicing Company Secretary is
annexed to this Report as Annexure II. The Annual Secretarial
Compliance Report has been voluntarily disclosed as part of the
Annual Report as good governance practice.

Internal Audit & Controls:

M/s. VJ Shah & Co., Chartered Accountants (Firm Registration
No. 109823W), the Internal Auditors of the Company who was
appointed for a period of 1 (One) year conducted the internal audit
of the Company for the financial year 2025-26.

Further, based on the recommendation of the Audit Committee,
the Board of Directors at its meeting held on 08^th May 2026
appointed M/s. JCR & Co. LLP, Chartered Accountants (Firm
Registration No. 105270W/W100846), as Internal Auditors of the
Company for the financial year 2026-27.

The findings and observations of the Internal Auditors were
regularly placed, reviewed and discussed before the Audit
Committee at regular intervals. Based on these reports,
the management takes appropriate corrective actions and
implements the auditors’ recommendations and suggestions
across relevant functions. This process contributes to the
continuous strengthening of the internal control framework
and enhances operational efficiency and compliance across
the organization.

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.

The Board has re-appointed M/s. V J. Talati & Co., Cost
Accountants, as Cost Auditor of the Company at their meeting
held on 08^th May 2026, based on the recommendation of the
Audit Committee, for conducting the Cost Audit for the financial
year 2026-27 at a remuneration as approved by the Board of
Directors excluding applicable taxes and reimbursement of out-
of-pocket expenses, if any The said remuneration is subject to
ratification by the members at the ensuing 33^rd Annual General
Meeting of the Company

The Cost Audit Report for the financial year 2024-25 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 REMUNERATION:

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, in terms
of Section 136 of the Act, the Annual Report including accounts
for the financial year 2025-26, is being sent to all the members
of the Company and others entitled thereto, excluding the said
particulars of the employees, the said information is open for
inspection at the Registered Office of the Company during
business hours on the working day of the Company upto the
ensuing Annual General Meeting. Any Member interested in
obtaining a copy of the said particulars may write to the Company
Secretary of the Company atinvestors@bajajhealth.comfrom
their registered e-mail address.

Employee Stock Option Schemes

The Board of Directors and the Shareholders of the Company,
at their respective meetings held on 14^th August 2024 and 30^th
September 2024, approved the grant of upto 14,00,000 Employee
Stock Options under the Bajaj Healthcare Limited Employee
Stock Option Scheme 2024 (“ESOP 2024”) to eligible employees
of the Company pursuant to the eligibility criteria stipulated under
the ESOP Scheme 2024.

During the financial year under review, the Nomination and
Remuneration Committee, at its meetings held on 10^th April 2025
and 17^th October 2025, approved the grant of 2,500 and 58,900
stock options, respectively to eligible employees of the Company
under ESOP 2024 at an exercise price of H5/- per option and
the details pertaining to the same is available athttps://www.
bajajhealth.com/stock-exchange-intimation-2025-26/

In terms of the provisions of the SEBI (Share-Based Employee
Benefits and Sweat Equity) Regulations, 2021, the details of
the Stock Options granted under the aforesaid ESOP Scheme
are uploaded on the website of the Company athttps://www.
bajajhealth.com/wp-content/uploads/2026/08/Annual-
Disclosure-under-SBEB-Regulations.pdf

The ESOP Scheme formulated by the Company are in accordance
with the provisions of the Companies Act, 2013, as amended
and the Securities and Exchange Board of India (Share- Based
Employee Benefits and Sweat Equity) Regulations, 2021.

A certificate from the Secretarial Auditor of the Company i.e.
CS Haresh Sanghvi, Practicing Company Secretaries of the
Company, has been obtained by the Company with respect
to implementation of Employee Stock Option Schemes of the
Company and the same shall be available for inspection by
Members who request for the same by sending an e-mail to
Company atinvestors@bajajhealth.comfrom their registered
e-mail address.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable mandatory
Secretarial Standards issued by the Institute of Company
Secretaries of India pursuant to Section 118(10) of the Companies
Act, 2013.

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 Companyhttps://www.
bajajhealth.com/wp-content/uploads/2026/08/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 websitehttps://www.bajajhealth.
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, secure
and harassment-free workplace for every individual working at its
premises and is committed to fostering an environment free from
discrimination. All employees are treated with dignity and respect,
with a view to ensuring a work environment free from any form 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 provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has also constituted an Internal Complaints
Committee (ICC) for redressal of complaints, if any received
pertaining to sexual harassment at workplace. The policy
extends to all employees of the Company, including permanent,
contractual, temporary employees and trainees.

The Committee was re-constituted and approved by the Board in
its meeting held on 16^th January 2026.

The Committee comprises of:

During the financial year under review, the Company has
complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment 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 were 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, the Company had filed the Writ Petition in the Hon’ble
High Court of Gujarat challenging the GST demand order dated
25^th October 2024 issued by the Joint Commissioner, Vadodara-
II. During the year under review, the Hon’ble High Court of Gujarat,
vide its order dated 06^th December 2025, quashed the aforesaid
GST demand order Accordingly, the matter stands resolved in
favour of the Company and has no material impact on the financial
position or operations of the Company.

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.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Pursuant to Regulation 34 of the Listing Regulations, the
Management Discussion and Analysis Report for the year under
review is provided as a 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 CS Haresh Sanghvi, Company
Secretary in Practice confirming compliance of the conditions
of Corporate Governance as stipulated under the 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 of Internal Financial Controls and
compliance systems established and maintained by the Company,
and after due consideration of the work performed by the Internal,
Statutory, Cost and Secretarial Auditors including the Audit of
Internal Financial Controls over financial reporting conducted
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 Internal
Financial Controls of the Company were adequate and operating
effectively during the financial year 2025-26.

The Board of Directors acknowledge their 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 31^st March 2026 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 2026 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. the 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 (CSR):

As a responsible corporate citizen, the Company remains
committed to fulfilling its social responsibilities in compliance with
the applicable provisions of the Companies Act, 2013 and the
rules made thereunder.

During the financial year under review, the Company’s CSR
spending obligation amounted to H4,96,320. The Company
spent H94,46,511 towards CSR activities during the year, which
exceeds the minimum requirement of spending 2% of the average
net profits of the three immediately preceding financial years as
prescribed under Section 135 of the Companies Act, 2013.

The CSR expenditure was incurred on activities recognized under
Schedule VII of the Companies Act, 2013 and in accordance with
the objectives set out in the Company’s CSR Policy.

The Annual Report on CSR Activities, as required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014,
is annexed to this Report as Annexure V and forms 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:

A. Conservation of Energy

(i) Steps taken or impact on conservation of energy:-

The Company continued its efforts towards energy
conservation by creating awareness among employees
regarding energy-efficient practices and encouraging
responsible energy usage across operations.

(ii) Steps taken for utilizing alternate sources of
energy:- During the year, no alternate sources of energy
were utilized.

(iii) Capital investment on energy conservation

equipment:- The Company has planned to replace
the existing cooling tower fan induction motor with a
Permanent Magnet (PM) motor coupled with a carbon
composite fan system. This project involves a capital
investment of approximately H1.20 crore and is expected
to achieve energy savings of over 55%, with an estimated
payback period of 1.5 to 1.8 years.

B. Technology Absorption

Efforts made towards technology absorption and
the benefits derived- product improvement, cost
reduction, product development or import substitution:

The Company continues to undertake efforts towards
technology absorption and process development to support
new product launches. These initiatives contribute to
product development, process optimization, improvement
in manufacturing efficiencies and enhancement of the
Company’s product portfolio..

C. Details of imported technology

No technology was imported during the year under review.

D. Expenditure incurred on R&D

Details of expenditure in R&D are as follows: (H In Lakhs)

E. Foreign Exchange Earning and Outgo:

Earnings: Foreign Currency inflow amounting to H18,814.29/-
Lakhs

Outgo: Foreign Currency outgo amounting to H16,056.43/-
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 1000 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 & applicable SEBI Regulations was duly
placed by the Chief Financial Officer (CFO) at quarterly meetings
of the Board of Directors.

The Company continues to maintain a strong internal mechanism
to ensure timely and effective compliance with the provisions of the
Companies Act, 2013 & Listing Regulations, and other applicable
statutory authorities. This reflects the Company’s commitment to
sound governance practices and regulatory transparency

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 2026 as follows:

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their sincere
appreciation for the continued support and cooperation extended

by various Central and State Government Departments,
Organizations, and Agencies during the year under review.

The Directors also express their heartfelt gratitude to all
stakeholders of the Company including customers, members,
dealers, vendors, banks, and other business associates for their
continued trust, confidence, and unwavering support.

The Board further acknowledges and deeply appreciates the
commitment, dedication, and hard work demonstrated by all
employees, which has been instrumental in driving the Company’s
performance and achievements throughout the year.

The Directors also place on record their sincere appreciation
for the visionary leadership and invaluable guidance by
Mr. Sajankumar R. Bajaj, Chairman & Managing Director, and
Mr. Anil Champalal Jain, Managing Director, whose continuous
efforts have significantly contributed to the Company’s sustained
growth and overall progress.

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: 20^th July 2026
Place: Thane