Equity Analysis

To,

The Members

Bajaj Healthcare Limited

Your Directors have pleasure in presenting their 31st Board Report together with the Audited Financial Statements for the financial year ended 31st March, 2024.

The Company's gross revenue for the year decreased to 48,210.42/- lakhs as compared to last year's 64,738.59/- lakhs, which includes the domestic turnover of 35,920.79/- lakhs as compared to last year's domestic turnover of 44,399.61/- lakhs, and the export turnover of 11,421/- Lakhs as compared to last year's export turnover of 20,180/- Lakhs.

The loss during the year from continued operation amounted to

1,432.66 lakhs as compared to net profit after tax of 6,353.24/- lakhs in the previous year.

The Board of Directors at their meeting held on 24th May, 2024, 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 31st March, 2024. 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.bajajhealth.com/wp-content/ uploads/2022/07/Dividend-Distribution-Policy.pdf.

In view of the changes made under the Income-tax Act, 1961, by the

Finance Act, 2020, 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 after deduction of tax at source.

The Company has not accepted any deposit from the public during the year under review and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

There are no changes in the nature of business of the Company.

The Annual Return as required under sub-section (3) of Section 92 read with clause (a) sub-section (3) of Section 134 of the Companies Act, 2013 (‘the Act') in Form MGT-7 is available on the website of the Company at https://www.bajajhealth.com/stock-exchange-intimation-2024-25/

The Company has not transferred any amount to General Reserves for the financial year 2023-24.

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.

There are no material changes and commitments a3ecting 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.

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

During the year under review, there was no changes in the capital structure of the Company.

During the year under review, the Company has not bought back any of its securities nor issued any Sweat Equity Shares nor provided any Stock Option Scheme to the employees. The disclosure pertaining to an explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.

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.

The Board has an optimum combination of Executive and Non-Executive Directors and is headed by an Executive Chairman, Mr. Sajankumar R. 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.

BasedontherecommendationoftheNominationandRemuneration 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. Sandeep Shah (DIN: 06402659) as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from 14th June, 2023 till 13th June, 2028. The shareholders of the Company approved the appointment of Mr. Sandeep Shah as an Independent Director of the Company by way of a Special Resolution on 5th August, 2023 by way of Postal Ballot, for the abovementioned tenure.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Dhananjay Hatle (DIN: 00226390), an Executive Director is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, o3ers himself for re-appointment. The Board recommends his reappointment.

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief resume of the Directors proposed to be appointed/re-appointed is given in the Notice convening 31st Annual General Meeting.

As on 31st March, 2024, Mr. Sajankumar Bajaj, Chairman & Managing Director; Mr. Dayashankar Patel, Chief Financial O3cer and Ms. Apurva Bandivadekar, Company Secretary & Compliance O3cer, are the Key Managerial Personnel of the Company.

Mr. Aakash T. Keshari resigned as Company Secretary & Compliance O3cer of the Company with e3ect from close of business hours of 3rd February, 2024.

Ms. Apurva Bandivadekar was appointed as Company Secretary

& Compliance O3cer of the Company with e3ect from 9th February, 2024.

Mr. Dayashankar Patel was appointed as Chief Financial O3cer of the Company with e3ect from 6th May, 2024.

Mr. Avinash Dalal (DIN: 03574325), resigned as Independent Director of the Company w.e.f. close of business hours of 26th December, 2023.

Mr. Rupesh Nikam (DIN: 07007815), resigned as Whole-Time Director and Chief Financial O3cer of the Company w.e.f. close of business hours of 9th February, 2024.

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

UIFZ_NFFU_UIF_DSJUFSJB_PG_JOEFQFOEFODF_BT_QSFTDSJCFE_VOEFS_ 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 a3ecting their status as Independent Directors of the Company;

UIFZ_IBWF_DPNQMJFE_XJUI_UIF_$PEF_GPS_*OEFQFOEFOU_%JSFDUPS prescribed under Schedule IV to the Act; and

UIFZ_IBWF_SFHJTUFSFE_UIFNTFMWFT_XJUI_UIF_*OEFQFOEFOU_

Director's Database maintained by the Indian Institute of Corporate A3airs.

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.

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.

During the year, 7 (Seven) Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Act. The details of meetings of the Board are provided in the Report on Corporate Governance that forms part of this Annual Report.

The formal annual evaluation has been done by the Board of its own performance and that of its Committees and Individual Directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company.

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 9th February, 2024 inter alia to: i. To evaluate the performance of non-independent directors and the Board as a whole; ii. To evaluate performance of the Chairman and Managing Director of the Company; and iii. To evaluate the quality, quantity and timelines of flow of information between the executive management and the Board.

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.

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.

All Independent Directors are familiarized with the operations and functioning of the Company. The details of the training and familiarisation program are provided in the Corporate Governance Report and are also available on the website of the Company at https://www.bajajhealth.com/policies/

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.bajajhealth.com/policies/

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 to the Audit Committee Chairman, genuine concerns, unethical behavior and irregularities, if any noticed by them, in the Company which can adversely a3ects 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 http://www. bajajhealth. com/wp-content/uploads/2020/05/whistle-blowerpolicy.pdf

The Company has adopted an ‘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 at https://www.bajajhealth.com/wp-content/ uploads/2021/06/CODE-FOR-UPSI.pdf.

The Company Secretary appointed serves as the Compliance O3cer to ensure compliance and e3ective implementation of the Insider Trading Code. Matters related to the insider trading code are reported to the Audit Committee.

The Business Responsibility and Sustainability Report of the Company for the year ended 31st March, 2024, forms part of the Annual Report and is marked as Annexure A and is also made available on the website of the Company at www.bajajhealth.com.

Risk management is integral to your Company's strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks.

The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits. Mitigation plans for significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership.

Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Company's Senior Management including, where appropriate, the Chairman & Managing Director, the Chief Financial O3cer, the Audit Committee and the Board.

Mitigation plans to significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the Senior Managements.

The Board approved an overarching Risk Management Policy. The Policy synopsis is available on the website at http://www. bajajhealth.com/policies/.

Adequate internal control system commensurate with the nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily. Internal Control systems comprising of policies and procedure are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used e3ciently and adequately protected.

The Company has an adequate Internal Financial Controls System for financial reporting which ensures that all transactions are authorised, recorded, and reported correctly in a timely manner. The Company's Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company.

M/s. Chaturvedi & Agrawal, Chartered Accountants (Firm Registration No. 101717W) were appointed as Statutory Auditors of the Company at the 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting.

However, M/s. Chaturvedi & Agrawal, Chartered Accountants, resigned from the o3ce of the Statutory Auditors of the Company w.e.f. 30th May, 2023.

Subsequently, in compliance with Section 139 (8) of the Companies Act 2013 and on the recommendation of the Audit Committee,

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) were appointed by the Board of Directors of the Company subject to approval of shareholders as the Statutory Auditors of the Company to hold o3ce from 28th June, 2023 till the conclusion of the 30th Annual General Meeting of the Company. The said appointment was subsequently approved/ ratified by the Shareholders of the Company on 5th August, 2023, by way of Postal Ballot.

Further, M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) were appointed as Statutory Auditors of the Company by the members at the 30th AGM of the Company held on 30th September, 2023, for a period of five consecutive years to hold the o3ce till the conclusion of the 35th Annual General Meeting to be held in the year 2028.

The Auditor's report for the financial year ended 31st March, 2024, on financial statements of the Company forms a part of this Annual Report. The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year 2023-24. 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.

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records are maintained by the Company in respect of its Drugs & Pharmaceuticals business are required to be audited by a Cost Accountant in practice. M/s. V. J. Talati & Co. Cost Accountants, have carried out the cost audit for applicable products during the financial year 2023-24.

The Board of Directors, upon the recommendation of the Audit Committee, has appointed M/s. V. J. Talati & Co., Cost Accountants, for this purpose for the financial year 2024-25.

The remuneration proposed to be paid to the Cost Auditors, subject to ratification by the members of the Company at the ensuing 31st AGM, would not exceed 3.50 lakhs (Rupees Three lakh Fifty Thousand Only) excluding taxes and out-of-pocket expenses, if any for the financial year 2024-25.

The Cost Audit Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark.

The Board of Directors of the Company has appointed M/s. V J Shah & Co., Chartered Accountants (FRN 109823W) as Internal Auditors of the Company for the financial Year 2024-25.

The Internal Auditors submit their reports to the Audit Committee on a periodic basis. Based on the report of Internal Audit, the management undertakes corrective action in their respective areas and thereby strengthens the controls.

The Board of Directors of the Company has appointed Mr. Haresh Sanghvi, Practicing Company Secretary (M. No. 2259/CoP: 3675), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2024-25. The Company has received consent from Mr. Haresh Sanghvi to act as the secretarial auditor for conducting an audit of the secretarial records for the financial year ending 31st March, 2025.

The Secretarial Audit Report for the financial year ended 31st March, 2024, issued by Mr. Haresh Sanghvi is enclosed with this report and marked as Annexure – I.

The Secretarial Compliance Report for the financial year ended 31st March, 2024, issued by Mr. Haresh Sanghvi, in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder, pursuant to 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.

Secretarial Compliance Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report contains remarks which are self-explanatory.

There was no instance of fraud during the year under review, which required the Statutory Auditors, Internal Auditor, Cost Auditor or/ and the Secretarial Auditor to report to the Audit Committee and/or the Board under Section 143(12) of Act and Rules framed thereunder.

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

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing Form AOC-2 is not required. Suitable disclosure as required by the IND-AS has been made in the notes to the Financial Statements.

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 31st March, 2024, have been disclosed in the Financial Statements of the Company.

The cash flow statement for the year ended 31st March, 2024 is annexed with the financial statements.

Information required in accordance with Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board's Report for the year ended 31st March, 2024 is annexed and marked as Annexure III to Board's Report. Further, the information pertaining to Rule 5(2) & 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, pertaining to the names and other particulars of employees is available for inspection at the Registered o3ce of the Company during business hours and pursuant to the second proviso to Section 136(1) of the Act, the Report and the accounts are being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/ Compliance O3cer either at the Registered O3ce address or by email to investors@ bajajhealth.com.

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. An Internal Complaints Committee (ICC) has been setup as per the statutory requirements, to redress complaints regarding sexual harassment.

During the year 2023-24, ICC did not receive complaints of sexual harassment from any employees.

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

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

Report on Corporate Governance and Certificate from Mr. Haresh Sanghvi, Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, are provided in a separate section forming part of this Annual Report.

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 31st March, 2024 and confirm that:

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

b. the directors had 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 a3airs of the company at the end of the financial year and of the profit and loss of the company for that period; c. the directors had taken proper and su3cient care 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 directors had prepared the annual accounts on a going concern basis; e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating e3ectively; and f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e3ectively.

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of healthcare. This project is in accordance with Schedule VII of the Act and the Company's CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed and marked as Annexure –IV which forms an integral part of this Report.

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:

Steps taken on Energy Conservation –

Many steps towards energy conservation has taken & implemented successfully. a. Commissioned low pressure steam turbine. This works on back pressure of steam boiler & generates electrical power of 100 KW/HR.

b. Installed Solar Panels of capacity of 700 KW in vacant land of factory premises.

c. To prevent heat loss replaced old insulation of reactors and cold well of brine storage tank.

d. Installed softener plant capacity of 10 M3/HR to improve cooling water quality and e3cient running of chilling plant. This prevents scaling & ensure better heat transfer & saves energy.

e. Installed DM plant to improve boiler feed water quality and run e3ciently. This saves scaling in tubes & enhances life of boiler tubes.

f. Replaced the condenser of Brine Plant 2 by higher capacity to run machine e3ciently.

g. Replaced steam trap by float type. This controls live steam wastage & helps improving steam savings.

II. Technology Absorption: a. Cooling tower blades replaced by new designed FRP Pumps.

b. For distillation column, old structured packing replaced with new one.

c. Mercury vapour lamps replaced by LED Lamps.

III. Research & Development: a R&D Laboratory of Bajaj Healthcare Limited is already approved by DSIR (Department of Scientific and Industrial Research), India. b. We added e3cient fume-hoods, sophisticated equipment and facilities for carrying out synthetic research and scale-up activities to develop new process technology for APIs under safe conditions. c. R&D works on di3erent generic molecules are under process. Some of products have been commercialised at plant scale using environment friendly routes. d. R & D focus on developing novel non-infringing routes of syntheses for highly recommended "active pharmaceutical ingredients, Nutraceuticals & related substances through commercially viable and environment friendly processes. e. The company's R&D strength is in creating intellectual property assets by developing non-infringing, novel, cost e3ective and environmentally friendly processes for APIs and finding easier solutions to complex chemistry challenges. f. With the regular progression in the business, our company intends to emphasise on further expansion of R&D facilities for development of technologically advanced, asymmetric active pharmaceutical ingredients. g. To achieve highest level of challenges of R&D activities, Bajaj Healthcare Limited has developed a talented pool of scientists including organic/analytical chemists provide support to our R&D through documentation and validation of test results as per ICH guidelines and assist the regulatory a3airs to prepare high quality technical packages and drug master files. h. The Company has obtained approval for In-house R & D Facility from the Department of Scientific and Industrial Research (DSIR) vide letter No. TU/IV-RD/4031/2022 dated 16th June, 2022 for the purpose of section 35(2AB) of the Income Tax Act, 1961 valid till 31st March, 2025 subject to the condition underline therein and renewed subsequently thereof.

Earnings: Foreign Currency inflow amounting to

13,861.28/- Lakhs

Outgo: Foreign Currency outgo amounting to

6,946.47/- Lakhs

The Company is well aware of its responsibility towards a better and clean environment. Our e3orts in environment management go well beyond mere compliance with statutory requirements. The Company has always maintained harmony with nature by adopting eco-friendly technologies and upgrading the same from time to time incidental to its growth programs.

The Company has complied with all the statutory requirements. A declaration regarding compliance with the provisions of the various statutes is also made by the Chief Financial O3cer at each Board Meeting. The Company ensures compliance with the ROC, SEBI Regulations and various statutory authorities.

The Company has not failed to implement any corporate action during the year under review.

The Company has not made any application, nor any proceeding is pending against the company under IBC, 2016.

Since the Company has not entered into any One Time Settlement with Banks or Financial Institutions, the above statement is not applicable to us.

Your Directors express their gratitude to various Central and State Government Departments, Organizations and Agencies for their continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks, and other business associates for the excellent support received from them during the year. The Board also wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated e3orts put in by all the employees.

The Directors express their special thanks to Mr. Sajankumar R. Bajaj, Chairman & Managing Director for his untiring e3orts for the progress of the Company.