The Board of Directors are pleased to submit its report on the performance of the Company along with the audited standalone
and consolidated financial statements for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE: (T in Lakhs)

The Company has formulated a Dividend Distribution
Policy in accordance with the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”). The Dividend Distribution Policy can be
accessed from the Investor section of the website of the
Company at https://balaxipharma.in/assets/images/
corporatepolicies/Dividend_Distribution_Policy.pdf.

4. TRANSFER TO RESERVES:

During the year under review, no transfer is proposed
to any reserves and accordingly, the entire balance
available in the statement of profit and loss is retained
in it.

5. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

There are no material changes and commitments,
affecting the financial position of the Company that
have occurred between the close of the financial year
ended March 31, 2025 and the date of this Board’s
Report.

6. PREFERENTIAL ISSUE:

During the year under review, a total of 1,43,750
warrants were converted in to shares. Further, out

of total 10,70,000 (Ten Lakhs Seventy Thousand)
Convertible Warrants issued at an issue price of 7 451/-
(Rupees Four Hundred and Fifty-One only) each per
warrant, a total of 10,17,000 warrants were converted
in to shares and 53,000 warrants were forfeited.

The amount raised by preferential issue will be used
by the Company to meet the capital expenditure
requirements to support the construction of the
Company’s first pharmaceutical formulation plant,
being set up at Jadcherla, Hyderabad. Further, it may
be utilized to meet working capital requirements and
general corporate purposes and may also be utilized to
undertake any additional business activities under the
main objects clause of the Memorandum of Association
of the Company.

During the period under review, there has been no
deviation or variation in the utilization of the proceeds
of the preferential issue.

7. SHARE CAPITAL:

The paid-up share capital of the Company as on March
31, 2025, was 7 11,04,15,000/- (Rupees Eleven
Crores Four Lakhs Fifteen Thousand only) divided
into 552,07,500 (Five Crores Fifty-Two Lakhs Seven
Thousand and Five Hundred only) equity shares of 7
2/- each.

Further, several warrant holders to whom the warrants
were allotted by the Company had applied for conversion
of warrants into equity shares. Consequently, the
Board of Directors vide circular resolutions passed on
April 03,2024 and April 11,2024 have allotted 82,750,
and 61,000 Equity Shares respectively at an issue price
of 7 451/- each i.e., of the face value of 7 10/- each
and at a premium of 7 441/- each per equity share to
the warrant holders who had applied for conversion of
their warrants.

8. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES:

i. Balaxi Global DMCC, Dubai- Subsidiary
Company

Your Company has two wholly owned subsidiary,
Balaxi Global DMCC in Dubai, United Arab
Emirates (“UAE”) and Balaxi healthcare Ecuador-
S.A.S. The Subsidiary Balaxi Global DMCC
was incorporated with a focus to carry out
the international distribution business of the
Company. The main objects of the subsidiary
Company are in line with the main objects of the
parent Company.

The Subsidiary, Balaxi Global DMCC further have
six wholly owned subsidiaries:

(a) Balaxi Healthcare Guatemala, S.A, Republic
of Guatemala

(b) Balaxi Healthcare Dominican, S.R.L,
Dominican Republic

(c) Balaxi Healthcare Honduras, S. DE R.L. DE
C.V, Honduras

(d) Balaxi Healthcare Centrafrique, SARL,
Centrafrique

(e) Balaxi Healthcare El Salvador S.A DE., El
Salvador

(f) Balaxi Healthcare Angola, Republic of
Angola

The above-mentioned Companies are step down
subsidiaries of your Company, these step-down
subsidiaries work as an extended arm for the
Company by managing the local operations and
distribution in our existing markets of Africa and
Latin America.

Pursuant to the provisions of Section 129(3)
of the Companies Act, 2013 (“the Act”) read
with Companies (Accounts) Rules, 2014, a
statement containing the salient features of
financial statements of the Subsidiaries in Form
No. AOC-1 is attached as Annexure- A to this
report. The statement also provides details of
the performance and the financial position of the
subsidiaries.

Further, pursuant to the provisions of Section
136 of the Act, the financial statements of the
Company including the consolidated financial
statements along with relevant documents are
available on Investor section of the website of the
Company at https://balaxipharma.in/financial-
results. Copies of the financial statements of the
subsidiary companies are also available on the
Company’s website at https://balaxipharma.in/
subsidiaries-financial-statements.

ii. Associate Company/ Joint Venture

During the year under review, the Company does
not have any associates or Joint ventures.

During the year under review no Company has ceased
to be Company’s Subsidiary/ Joint Venture/ Associate.

9. CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements for the financial
year ended March 31, 2025, are prepared in accordance
with Indian Accounting Standards as per the Companies
(Indian Accounting Standards) Rules, 2015 notified
under section 133 and other relevant provisions of the
Act.

As per the provisions of Section 136 of the Act, the
Company has placed separate audited accounts of its
subsidiaries on its website at https://balaxipharma.
in/subsidiaries-financial-statements and a copy of
separate audited financial statements of its subsidiaries
will be provided to shareholders upon their request.

10. CHANGE IN THE NATURE OF BUSINESS:

There have been no changes in the nature of the
business of the Company during the year under review.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

As on March 31, 2025, The Board consists of 6 (six)
Directors, with an optimum mix of 4 (four) Independent
Directors, 1 (one) Executive Director and 1 (one) Non¬
Executive Director. The Board consists of 2 (two)
Woman Directors, 1 (one) of whom is an Independent
Director.

i. Appointments and Resignations during the year

under review:

Directors:

> During the year under review, Mrs. Purnima
Singh Kamble with effect from May 08,
2024 has tendered her resignation from
the Board of the Company due to her other
professional commitments. She further
confirmed in her resignation letter that there
is no other material reason for stepping
down from her position as the Independent
Director. The Board of Directors took note
of the same and appreciated Mrs. Purnima
Singh Kamble for her valuable suggestions
and inputs.

> The Board, based on the recommendation
of the Nomination and remuneration
Committee, appointed Ms.Akshita Surana
as an Independent Director on the Board
of the Company w.e.f 05.09.2024 and the
approval from the Shareholders was sought
by way of a Postal Ballot which was passed
with requisite majority.

Except the above, there were no changes in the

Board of Directors of the Company.

Key Managerial Personnel:

> Mr. Udayan Shukla, resigned from the

position of Company Secretary and
Compliance Officer of the Company w.e.f.
close of business hours on May 04, 2024.
The Board placed on record its sincere
appreciation for the contribution made by
him during his tenure.

> Mr. Mahesh Inani was appointed the

company secretary of the company with
effect from May 29, 2024.

> Mr.Mahesh Inani resigned from the position
of the Company Secretary and Compliance
officer w.e.f close of business hours on

05.11.2024. The Board placed on record
its appreciation for the contribution made
by him during his tenure.

> Mr.Mohith Kumar Khandelwal was

appointed as the Company Secretary and

Compliance officer of the Company w.e.f.

06.11.2024.

Except the above, there were no changes in the

Key Managerial Personnel of the Company.

ii. Re-appointments proposed at the AGM:

> In accordance with the provisions of the
Act and the Articles of Association of the
Company, Mrs. Minoshi Maheshwari (DIN:
01575975), Director of the Company,
retires by rotation at the ensuing Annual
General Meeting and being eligible, offers
herself for re-appointment. Based on the
recommendation of the Nomination and
Remuneration Committee, the Board of
Directors recommends her re-appointment
as a Director, liable to retire by rotation.

12. MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, The Board of Directors
of the Company met 5 (Five) times on May 29, 2024,
August 02, 2024, September 05, 2024, November 05,
2024, and February 10, 2025. The maximum interval
between any two meetings did not exceed 120 days, as
prescribed under the Act. The details of the meetings
are provided in the Corporate Governance Report,
which forms a part of this annual report.

13. COMMITTEES OF THE BOARD:

As on March 31, 2025, pursuant to the requirement
under the Act and the Listing Regulations, the Board of
Directors had the following Committees:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders’ Relationship Committee;

iv. Corporate Social Responsibility Committee and

v. Risk Management Committee.

As on March 31, 2025, the Audit Committee comprises
of Mr. Kunal Bhakta, Chairman, Mr. Gandhi Gamji,
Member, Mr. Mangina Srinivasa Rao, Member and Mr.
Ashish Maheshwari, Member.

The composition, terms of reference of the Committees
and number of meetings held during the year are
provided in the Corporate Governance Report, which
forms a part of this annual report.

During the year, all the recommendations made by the
Board Committees, including the Audit Committee,
were accepted by the Board.

14. MEETING OF INDEPENDENT DIRECTORS:

Meeting of the Independent Directors without the
presence of Non- Independent Directors and members
of Management was duly held on March 26,2025,
where the Independent Directors inter alia evaluated
the performance of Non-Independent Directors
and the Board of Directors as a whole, reviewed the
performance of Chairperson of the Board and assessed
the quality, quantity and timeliness of the flow of
information between the Management of the Company
and the Board of Directors.

15. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted requisite
declarations confirming that they continue to meet
the criteria of independence as provided in Section
149(6) of the Act and Regulation 16(1) (b) of the Listing
Regulations. Based on the declarations submitted by the
Independent Directors, Board is of the opinion that the
Independent Directors fulfil the conditions specified in
the Act and Listing Regulations and are independent of
the Management.

Independent Directors have also confirmed of having
complied with Rule 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules,
2014, as amended, by including/ registering their names
in the data bank of Independent Directors maintained
with Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent
Directors have the integrity, expertise and experience,
including the proficiency required to effectively
discharge their roles and responsibilities in directing
and guiding the affairs of the Company.

16. FAMILIARIZATION PROGRAMMES FOR
INDEPENDENT DIRECTORS:

All Directors including Independent Directors go
through a structured orientation/ familiarization
programme to make them familiar with their roles,
rights and responsibilities in the Company at the time of
appointment and also on a recurrent basis. The details
of various programmes undertaken for familiarizing
the Independent Directors are available on the
website of the Company at https://balaxipharma.in/
assets/images/corporatepolicies/FAMILIARIZATION_
PROGRAMME_TO_INDEPENDENT_DIRECTORS_.
pdf.

17. BOARD EVALUATION:

Pursuant to the provisions of the Act and the Listing
Regulations, Company has put in place a criteria for
annual evaluation of performance of Chairperson,
Individual Directors (Independent & Non -
Independent), Board Level Committees and the Board
as a whole.

Board evaluated the effectiveness of its functioning
and that of Committees and of Individual Directors
by seeking their inputs on various aspects of Board/
Committee Governance. Aspects covered in the
evaluation included criteria of corporate governance
practices, role played by the Board in decision making,
evaluating strategic proposals, discussing annual
budgets, assessing adequacy of internal controls,
review of risk Management procedures, participation
in the long-term strategic planning, the fulfilment of
Directors’ obligations and fiduciary responsibilities and
active participation at Board and Committee meetings.
Performance evaluation was made on the basis of
structured questionnaire considering the indicative

criteria as prescribed by the Evaluation Policy of the
Company. The evaluation policy can be accessed on
the website of the Company at https://balaxipharma.
in/assets/images/corporatepolicies/Board_Evaluation_
Policy.pdf.

In a separate meeting of the Independent Directors,
the performance of the Non-Independent Directors,
the Board as a whole and Chairman of the Board were
evaluated.

18. INVESTOR EDUCATION PROTECTION FUND (IEPF):

In terms of the provisions of Section 125 and other
applicable provisions of the Companies Act, 2013 and
the Rules made thereunder, the amount that remained
unclaimed for a period of seven years is required to be
transferred to the Investor Education and Protection
Fund (IEPF) administered by the Central Government.

During the year under review there was no amount of
unpaid dividend and no shares which were transferred
to the IEPF.

Details of Nodal Officer:

The details of the Nodal Officer appointed under
the provisions of Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, are given below and the same is
disseminated on the website of the Company.

Name of the Nodal Mr. Mohith Kumar Khandelwal
Officer (w.e.f November 06,2024)

Designation Company Secretary and

Compliance Officer

Address and Address: Plot No. 409, H.

Contact Number No. 8-2-293, Maps Towers,

3^rd Floor, Phase - III, Road No.
81, Jubilee Hills, Hyderabad
(T.G.) - 500 096.

Contact Number: 91 40
23555300

Email ID secretarial@balaxi.in

19. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, it is hereby
confirmed that the Directors have:

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

ii. 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 and loss of the Company for that
period.

iii. taken proper and sufficient care for 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 fraud and other
irregularities.

iv. prepared the annual accounts on a going concern
basis.

v. laid down internal financial controls to be followed
by the Company and that such internal financial
controls are adequate and were operating
effectively.

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

20. AUDIT AND AUDITORS:

i. Statutory Auditors and their report

The Members of the Company, at the 80^th Annual
General Meeting (“AGM”) of the Company held on
August 25, 2023, had approved the appointment
of M/s P. Murali & Co., Chartered Accountants
(Firm registration number: 007257S), as Statutory
Auditors of the Company, to hold office from the
conclusion of 80^th AGM till the conclusion of the
ensuing 85^th AGM.

The Auditors Report for the Financial Year
ended March 31, 2025, does not contain any
qualification, reservation, adverse remark or
disclaimer. The report is enclosed with the
financial statements in this Annual Report.

ii. Secretarial Auditors and their report

Section 204 of the Act, inter-alia, requires every
listed Company to annex to its Board’s report, a
Secretarial Audit Report, given in the prescribed
form, by a Company Secretary in Practice.

The Board of Directors had appointed BVR
& Associates Company Secretaries LLP as
Secretarial Auditors to conduct Secretarial Audit
of the Company for the Financial Year ended
March 31, 2025 and their report in Form MR-3 is
annexed to this Report as Annexure B. There are
no qualifications, reservations, adverse remarks or
disclaimer in the said report except the following.

However, it is noted that the Company was
non-compliant with Regulation 17(1)(a) of SEBI
(LODR) Regulations, 2015, due to a delay of
27 days in appointing a Woman Independent
Director. Consequently, a fine of 71,35,000/- plus
applicable GST was levied by NSE. The matter
was placed before the Board at its meeting held
on February 10, 2025, along with the explanation
for the delay.

Board’s Comment

The Company was in the process of shortlisting
and finalizing the right candidate for the position
of Independent Women Director. However,
as the finalization of the candidate took time,
the appointment couldn’t be completed within
the stipulated timeline and was consequently
delayed.

The Company had noted the same at it’s board
meeting held on 10.02.2025 and the comments
made by the Board on the fine levied by the
exchange were given as an outcome of the
meeting. The fine amount of 7 1,35,000/- was
also paid.

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 24 A of the SEBI (LODR) Regulations,
2015, as amended, the Board, subject to the
approval of the Shareholders, has appointed
M/s. BVR & Associates Company Secretaries
LLP ( a peer reviewed firm, represented by
Mr.Yogindunath S, partner of the firm, having
CP No.9137) to undertake the Secretarial Audit
of the Company for a period of five consecutive
years i.e., from FY 2025-26 till FY 2029-30.

iii. Internal Auditors

The company has appointed M/s Siva Ramakrishna
& Associates, Chartered accountants, Hyderabad
as the internal auditors for the F.Y 2024-25.
The idea behind conducting Internal Audit is
to examine that the company is carrying out
its operations effectively and performing the
processes, procedures and functions as per the
prescribed norms. The Internal Auditors reviewed
the adequacy and efficiency of the key internal
controls guided by the Audit Committee.

21. PARTICULARS OF EMPLOYEES:

Information required under Section 197 (12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is provided in Annexure C to this report.

Information required under Section 197(12) of the Act
read with Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in a separate
Annexure forming part of this report.

However, the annual report is being sent to the
members, excluding the aforesaid Annexure. In terms
of Section 136 of the Act, the said Annexure is open for
inspection. Any member interested in obtaining a copy
of the same may write to the Company Secretary.

22. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory
Auditors nor the Secretarial Auditors or the Internal
Auditors have reported to the Audit Committee, under
Section 143(12) of the Act, any instances of fraud
committed against the Company by its officers or
employees.

23. NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Committee works with
the Board to determine the appropriate characteristics,
skills and experience for the Board as a whole and
its individual members with an objective of having
a Board with diverse backgrounds and experience.
Characteristics expected from all Directors include
independence, integrity, high personal and professional
ethics, sound business judgment, ability to participate
constructively in deliberations and willingness to
exercise authority in a collective manner. Policy on
appointment and removal of Directors can be accessed
at the weblink https://balaxipharma.in/assets/
images/corporatepolicies/POLICY_ON_Director_
APPOINTMENTpdf.

Based on the recommendations of Nomination and
Remuneration Committee, Board approved the
Remuneration Policy for Directors, Key Managerial
Personnel (KMP) and all other employees of Company.
As part of the policy, Company strives to ensure that:

i. The level and composition of remuneration is
reasonable and sufficient to attract, retain and
motivate Directors of the quality required to run
the Company successfully;

ii. Relationship between remuneration and
performance is clear and meets appropriate
performance benchmarks; and

iii. Remuneration to Directors, KMP and senior
Management involves a balance between fixed
and incentive pay reflecting short and long¬
term performance objectives, appropriate to the
working of Company and its goals.

The salient features of this policy are:

• This Policy sets out the guiding principles for
the Human Resources and Nomination and
Remuneration Committee for recommending to
the Board the remuneration of the directors, key
managerial personnel and other employees of the
Company.

• It lays down the parameters based on which
payment of remuneration (including sitting fees
and remuneration) should be made to Non¬
Executive Directors.

• It lays down the parameters based on which
remuneration (including fixed salary, benefits

and perquisites, commission, retirement benefits)
should be given to Whole-time Directors, KMPs
and rest of the employees.

The Remuneration Policy for Directors, KMP and other
employees can be accessed at the weblink https://
balaxipharma.in/assets/images/corporatepolicies/
Remuneration_Policy.pdf.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy for
Vigil Mechanism for Directors and Employees to report
to the Management instances of unethical behaviour,
fraud or violation of Company’s code of conduct. The
mechanism provides for adequate safeguards against
victimization of employees and Directors who use such
mechanism and makes provision for direct access to
the Chairperson of the Audit Committee. No person
has been denied access to the Audit Committee.

During the year under review, the Company has not
received any instances of genuine concerns from
Directors or employees under this mechanism. The
Company has also hosted the Whistle Blower Policy
on the website of the Company and can be accessed
at the weblink https://balaxipharma.in/assets/images/
corporatepolicies/BPL_WHISTLE_BLOWER_POLICY.
pdf.

25. POLICY ON MATERIAL SUBSIDIARIES:

The Board of Directors of the Company has, in
accordance with the Listing Regulations, approved and
adopted a Policy for determining material subsidiaries
and the said policy as uploaded on the website of the
Company can be accessed at the weblink: https://
balaxipharma.in/assets/images/corporatepolicies/03-
POLICY_ON_MATERIAL_SUBSIDIARY.pdf.

26. CORPORATE SOCIAL RESPONSIBILITY:

Your Company has always discharged its social
responsibility as a part of its Corporate Governance
philosophy. We are ethically and socially motivated and
have always contributed towards the development of
the society at large. For us, business priorities co-exist
with social commitments to drive holistic development
of people and communities. We seek to touch and
transform people’s lives by promoting healthcare,
education and sustainability.

The Corporate Social Responsibility Committee (“CSR
Committee”) constituted by the Board of Directors has
formulated a Corporate Social Responsibility Policy
(“CSR Policy”) indicating the activities to be undertaken
by the Company. The CSR Committee monitors the
CSR Policy and recommends the amount of expenditure
to be incurred towards CSR activities. CSR Committee
has met once during the year under review on May

28,2024.

During the year under review, there were no
substantive changes in the Policy except to align the
Policy with amendments made in the Act and the policy
is available on the website of the Company at https://
balaxipharma.in/assets/images/corporatepolicies/
CSR_Policy.pdf.

As per the provisions of Section 135 of the Act and the
Rules made thereunder, the Company was required to
spend 7 31.82 Lakhs for the financial year 2024-25, i.e.,
at least 2% of the average net profits of the Company
made during the three immediately preceding financial
years. The Company, however, spent an amount of 7
3.17 Lakhs towards CSR activities during the financial
year 2024-25. The unspent amount of 7 28.65 Lakhs
relates to an ongoing project and has been transferred
to a separate bank account titled ‘Balaxi Pharmaceuticals
Ltd UCSR FY 2024-25’. The amount transferred will be
spent within the time limits specified in the Act and the
Rules made thereunder.

The brief outline of the CSR Policy of the Company,
initiatives undertaken by the Company on CSR activities
during the year under review and details regarding CSR
Committee are set out in Annexure D of this report as
“Annual Report on CSR Activities”.

27. RISK MANAGEMENT POLICY:

The Company has developed and implemented a Risk
Management policy detailing risks associated with
its business, process of identification of elements of
risks, monitoring and mitigation of these risks. The
Management of the Company with the help of inhouse
team and internal auditor, identifies the risks. Risks are
generally associated with the areas of new products,
information security, digitization etc. The Company had
taken adequate checks and balances to eliminate and
minimize the risk through the robust implementation
of ERP (SAP) system. The Risk Management Policy of
the Company may be accessed at the website of the
Company at https://balaxipharma.in/assets/images/
corporatepolicies/Risk_Management_Policy.pdf.

28. INTERNAL FINANCIAL CONTROLS:

The Board has adopted policies and procedures for
ensuring the orderly and efficient conduct of its
business, including adherence to the Company’s policies,
safeguarding of its assets, prevention and detection of
frauds and errors, accuracy and completeness of the
accounting records, and timely preparation of reliable
financial disclosures. The Company’s Chief Financial
Officer has overall responsibility for the Management
of the Company, including the design, implementation,

and monitoring of internal control. Internal controls are
implemented by individuals throughout the Company,
and it is important that competent, well-trained
individuals are involved in the design and oversight of
the controls. Audit Committee reviews the adequacy and
effectiveness of internal control system and monitors
the implementation of audit recommendations.

The Company has implemented adequate procedures
and internal control systems which provide reasonable
assurance regarding reliability of financial reporting
and preparation of financial statements. The Company
is operating in a fully computerized environment and
maintains all its records in ERP (SAP) System and the
work flow; approvals are completely routed through
ERP(SAP).

The Company has appointed Internal Auditors to
examine the internal controls and verify whether the
workflow of the organization is in accordance with the
approved policies of the Company. Internal Financial
Controls were reviewed by the Audit Committee.
Further, the Board also reviews effectiveness of the
Company’s internal control system and the Statutory
Auditors of the Company also carried out audit of
Internal Financial Controls over Financial Reporting of
the Company as on March 31,2025 and issued their
report which forms part of the Independent Auditor’s
report.

29. DEPOSITS:

During the period under review, the Company has
not accepted any deposits within the meaning of
Sections 73 and 74 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014 and accordingly
no amount on account of principal or interest on public
deposits was outstanding as on March 31, 2025.

30. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

Particulars of loans given, guarantees provided and
investments made by the Company during the financial
year ended March 31, 2025, as required under
the provisions of Section 186 of the Act read with
Companies (Meetings of Board and its Powers) Rules,
2014, are disclosed in the notes to Financial Statements
which may be read as a part of this Report.

31. REVISION MADE IN FINANCIAL STATEMENTS/
BOARD’S REPORT:

The Company has not revised the Financial Statements
or Board’s Report in respect of any of the three
preceding financial years.

32. CODE OF CONDUCT:

In compliance with Regulation 17(5) of the Listing
Regulations, the Board of Directors have framed and
adopted Code of Conduct (“the Code”) for Directors
and Senior Management of the Company. The Code
provides guidance on ethical conduct of business
and compliance of law. The Code is available on the
Company’s website at https://balaxipharma.in/assets/
images/corporatepolicies/Code_of_Conduct_for_
Board_members_and_the_Senior_Management.pdf.

All Members of the Board and Senior Management
personnel have affirmed the compliance with the Code
as on March 31, 2025. A declaration to this effect,
signed by the Managing Director in terms of the Listing
Regulations, is given in the Corporate Governance
Report forming part of this Annual Report.

33. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return as on March 31,
2025 is available on the website of the Company in
the Miscellaneous section at https://balaxipharma.in/
investor-annual-report.

34. 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 presented in a separate section
and forms part of this Annual Report.

35. CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

All contracts, arrangements and transactions entered by
the Company with related parties during the financial
year 2024-25 were in the ordinary course of business
and on an arm’s length basis. During the year, the
Company did not enter into any transaction, contract
or arrangement with related parties, which could be
considered material, in accordance with the Company’s
Policy on dealing with Related Party Transactions (“RPT
Policy”). Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the
Act in Form AOC-2 is not applicable.

During the year under review, all related party
transactions entered into by the Company were
approved by the Audit Committee. Prior omnibus
approval of the Audit Committee is obtained for the
transactions which are foreseen and are repetitive in
nature.

As required under the Indian Accounting Standards,
related party transactions are disclosed in Notes to the
Company’s financial statements for the financial year
ended March 31, 2025.

In accordance with the requirements of the Listing
Regulations, the Company has adopted a Policy

on Materiality of Related Party Transactions and
the same has been placed on the website of the
Company at https://balaxipharma.in/assets/images/
corporatepolicies/02-POLICY_ON_RELATED_PARTY_
TRANSACTIONS.pdf.

36. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest
standards of Corporate Governance and adhere to the
Corporate Governance requirements. The Corporate
Governance Report, as required under Regulation 34
read with Schedule V of the Listing Regulations, forms
part of this Annual Report.

The Practicing Company Secretary’s Certificate
confirming compliance with Corporate Governance
norms is attached to the Corporate Governance Report.

Further, as required under Regulation 17(8) of the
Listing Regulations, a certificate from the Managing
Director and CFO is also attached to the Corporate
Governance Report.

37. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT:

The Business Responsibility & Sustainability Report
(“BRSR”) of the Company for the Financial year ended
March 31, 2025 forms part of this Annual Report
as required under Regulation 34(2)(f) of the Listing
Regulations.

38. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, 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 of the Companies (Accounts) Rules, 2014
is annexed herewith and forms part of this Report as
Annexure E.

39. DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

Company has zero tolerance towards sexual harassment
at the workplace. Company has adopted a policy
on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions
of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the rules made thereunder.

The Company has complied with the provisions
relating to the constitution of the Internal Complaints
Committee as per the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013.

During the year under review, the Company has not
received any Complaint of sexual harassment.

40. LISTING STATUS:

The Company’s equity shares are listed on National
Stock Exchange of India Limited (“NSE”). The Company
has paid the listing fees to NSE and the Annual Custody
Fee to National Securities Depository Limited and
Central Depository Services (India) Limited for the
financial year ended March 31, 2025.

41. PREVENTION OF INSIDER TRADING AND CODE
OF FAIR DISCLOSURE:

The Board has formulated a code of internal procedures
and conduct to regulate, monitor and report trading by
Insiders. This code lays down guidelines, procedures
to be followed and disclosures to be made by the
insiders while dealing with shares of the Company and
cautioning them on consequences of non-compliances.
The copy of the same is available on the website of
the Company in the Investor section at https://
balaxipharma.in/assets/images/corporatepolicies/BPL_
PIT_Code_of_Conduct.pdf.

Further, the Board has also formulated code of Practices
and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (“Fair Disclosure Code”) for
fair disclosure of events and occurrences that could
impact price discovery in the market for the Company’s
securities and to maintain the uniformity, transparency
and fairness in dealings with all stakeholders and ensure
adherence to applicable laws and regulations. The copy
of the same is available on the website of the Company
in the Investor section at https://balaxipharma.in/
assets/images/corporatepolicies/Code_of_Practices_
And_Procedures_For_Disclosure_of_UPSI.pdf.

42. OTHER DISCLOSURES:

i. The Company does not have any Employee Stock
Option Scheme & Employee Stock Purchase
Scheme for its Employees/ Directors.

ii. The Company has not issued sweat equity shares
and shares with differential rights as to dividend,
voting or otherwise.

iii. The shareholders by the way of postal ballot on
April 18, 2024 have approved the subdivision of
the face value of equity shares of the company
from T 10 to T 2 /- each fully paid up.

iv. The Company has complied with Secretarial
Standards, i.e. SS-1 and SS-2, relating to Meetings

of the Board of Directors and General Meetings,
issued by the Institute of Company Secretaries of
India.

v. There were no significant or material orders
passed by the regulators or courts or tribunals
which could impact the going concern status of
the Company and its future operations.

vi. The Company is not required to make and
maintain such accounts and cost records as
specified by the Central Government under sub¬
section (1) of Section 148 of the Act read with
the Companies (Accounts) Rules, 2014.

vii. Pursuant to Section 197 (14) of the Act, the
Managing Director of the Company did not
receive any remuneration or commission from its
subsidiaries/ holding company.

viii. There are no applications made or proceedings
pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

ix. The Company has not entered into one time
settlement with any Banks or Financial Institutions
during the year. Hence, disclosure pertaining
to difference between amount of the valuation
done at the time of one-time settlement and the
valuation done while taking loan is not applicable.

43. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation
for the continued co-operation and support extended
to the Company by government authorities, customers,
vendors, regulators, banks, financial institutions, rating
agencies, stock exchanges, depositories, auditors, legal
advisors, consultants, business associates, members and
other stakeholders during the year. The Directors also
convey their appreciation to employees at all levels for
their contribution, dedicated services and confidence in
the management.

For and on behalf of the Board of Directors,

Mr. Ashish Maheshwari Mrs. Minoshi Maheshwari

(Managing Director) (Director)

DIN: 01575984 DIN: 01575975

Date: May 30,2025

Place: Hyderabad