Your directors' have pleasure in presenting the Thirtieth (30^th) Annual Report of your Company together with Audited Accounts for
the Financial Year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE

The summarized Audited Financial Results for the year ended 31^st March, 2025 along with comparative figures for the
Previous year is as under:

2. OPERATING RESULTS

Your Company's Total Income during the financial year
under review i.e., year 2024-25 is ' 14,859.92 Lakhs as
compared to the previous year 2023-24, ' 15,598.81
Lakhs. Profit before Tax after other comprehensive
income for the year 2024-25 is ' 396.75 Lakhs as against
' 738.44 Lakhs in the previous year. Profit after Tax for
the year 2024-25 stands at ' 396.75 Lakhs as against
' 738.44 Lakhs in the previous year.

3. DIVIDEND

The Board has not declared any dividend for the Financial
Year 2024-2025.

4. RESERVES

The Company has not transferred any amount to the
general reserves during the year under review.

5. CAPITAL STRUCTURE

The Paid-up Equity Share Capital as on March 31, 2025
was ' 2,365.63 Lakhs. During the year under review the
Issued, Subscribed and Paid-up capital has remained

the same. The Company has not issued any shares with
differential voting rights nor granted stock options nor
sweat equity.

6. FIXED DEPOSITS

The Company has not accepted / invited any deposits
from the public in terms of Section 73 of the Companies
Act, 2013.

7. CHANGE IN THE NATURE OF BUSINESS

The Company is engaged in the manufacture of
pharmaceutical products. There is no change in the
nature of business during the year under review.

8. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes and commitments
between the end of the financial year 2024-25 and the date
of this report, adversely affecting the financial position of
the Company.

9. SUBSIDIARIES, ASSOCIATE AND JOINT
VENTURE COMPANIES

The Company does not have any subsidiary, associate or
joint venture.

10. LOANS, GUARANTEE AND INVESTMENT UNDER
SECTION 186 OF COMPANIES ACT, 2013

During the year under review, your Company has neither
advanced any loan nor given any guarantee under Section
186 of the Companies Act, 2013. The Company has
invested an amount of ' 4,900/- subscribing 49 equity
shares of ' 100/- each of M/s. Jimi Solar Private Limited,
under the Group Captive Scheme for the purchase of
solar power. The aforesaid amount is within the limits laid
down under Section 186 of the Companies Act, 2013.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

I. Composition

The composition of the Board of Directors and its
Committees, viz., Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee and Corporate Social Responsibility
Committee are constituted in accordance with
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (SEBI
LODR). The details of Composition of the Board, its
Committees, meetings and an overview of the role, terms
of reference are provided in the Corporate Governance
Report annexed to this Report.

The following changes took place in the composition of
Board of Directors:

a) Appointment of Directors:

Pursuant to recommendation of the Nomination
and Remuneration Committee, the Board on June
23, 2025 approved the appointment of Mr. Navin
Kumar (DIN: 08778662) as an Additional Director
(Category: Non-Executive, Independent Director)
of the Company, for a period of One (1) year, with
effect from June 23, 2025, subject to approval of the
shareholders of the Company.

b) Resignation & Retirement of Directors:

Mr. Krishna Yeachuri (DIN: 00066898), resigned as
Independent Director of the Company with effect
from March 31, 2025. The Board places on record
its appreciation for the guidance rendered by him
during his tenure as Director of the Company.

Mr. Palamadai Krishnan Sundaresan (DIN:
06954189), retired as an Independent Director of the
Company, upon completion of first term of five years,
with effect from June 24, 2025.

There were no other changes in the composition of the
Board of Directors.

II. Retirement by Rotation

Pursuant to the provisions of Section 152 of the Companies
Act, 2013 and the Articles of Association of the Company,
Mrs. Akila Chintalapati Raju (DIN: 07590312), Director
retires by rotation at the ensuing 30^th Annual General
Meeting (AGM) of the Company and being eligible, offers
herself for re-appointment. Your Board recommends her
re-appointment as Director of the Company.

III. Re-appointment of Director:

The Board of Directors, based on recommendation of the
Nomination and Remuneration Committee, in its meeting
held on June 23, 2025, appointed Mr. Navin Kumar
(DIN: 08778662) as an Additional Director (Category:
Non-Executive, Independent Director) of the Company, for
a period of One (1) year, with effect from June 23, 2025.
He shall hold office as an Additional Director up to the
date of the ensuing Annual General Meeting (AGM) and
is eligible for appointment as an Independent Director.
The appointment of Mr. Navin Kumar as an Independent
Director of the Company for a period of one (1) year,
commencing from June 23, 2025 to June 22, 2026, is
subject to the approval of the Members at the ensuing
AGM. He shall not be liable to retire by rotation.

Further, pursuant to the recommendation of the
Nomination and Remuneration Committee, the Board
of Directors, at its meeting held on August 12, 2025,
considered and recommended the re-appointment of
Mr. Palamadai Krishnan Sundaresan (DIN: 06954189)
and Mrs. Ravichandran Chitra (DIN: 07749125) as Non¬
Executive, Independent Directors for a second term,
commencing from September 19, 2025, and November
12, 2025, respectively, subject to the approval of the
Members at the ensuing AGM.

Accordingly, the proposals for the appointment of Mr.
Navin Kumar and the re-appointment of Mr. Palamadai
Krishnan Sundaresan and Mrs. Ravichandran Chitra as
Non-Executive, Independent Directors of the Company are
included in the Notice convening the 30^th Annual General
Meeting. Your Board recommends their appointment and
re-appointment as Independent Directors of the Company.

The brief resumes of the Directors seeking appointment/
re-appointment and other relevant details, as required
under the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015, are provided in the Notice convening
the 30^th AGM.

The Board of Directors is of the opinion that the Directors
proposed for appointment/re-appointment at the
ensuing AGM possess integrity, relevant expertise, and
the necessary experience for their respective roles. The
Corporate Governance Report, annexed to this Report,

also contains the requisite disclosures relating to the
Directors.

IV. Number of Board Meetings:

The Board of Directors met Five (5) times during the year
under review and the gap between 2 meetings did not
exceed 120 days. The details of the Board & Committee
Meetings and the attendance of the Directors are provided
in the Report on Corporate Governance.

V. Declaration by Independent Directors & Adherence to
Company's Code of Conduct:

The Company has received necessary declaration from
each independent director under Section 149(7) of the
Companies Act, 2013, that he/ she meets the criteria
of independence laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. All Independent Directors have affirmed compliance
to the code of conduct for independent directors as
prescribed in Schedule IV to the Companies Act, 2013
and the Company's Code of Conduct for Directors and
Senior Management Personnel.

I n the opinion of the Board, the Independent Directors,
fulfill the conditions of independence specified in Section
149(6) of the Act and Regulation 16(1) (b) of the Listing
Regulations. The terms and conditions of appointment of
Independent Directors have been disclosed in the website
of the company at www.bafnapharma.com.

VI. Board Evaluation:

The annual evaluation of the performance of the Board,
functioning of its committees, and individual Directors
was carried out based on the evaluation criteria prescribed
by the Nomination and Remuneration Committee and
the SEBI (LODR) Regulations, 2015. The performance
review of Non-Independent Directors were carried out by
the Independent Directors in their separate meeting held
during the year.

VII. Committees Of the Board:

The Board has constituted following committees:

i) . Audit Committee;

ii) . Nomination and Remuneration Committee;

iii) . Stakeholders' Relationship Committee;

iv) . Corporate Social Responsibility Committee.

i). Audit Committee

In terms of Section 177 of the Companies Act, 2013,
and other applicable provisions if any, and as per
the Regulation 18 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Company has constituted Qualified and Independent
Audit Committee. The Audit Committee comprises
of the following Members as on March 31, 2025:

a) Mr. P K Sundaresan - Chairman

b) Ms. R Chitra - Member

c) Mr. Upendar Mekala Reddy - Member

The terms of reference of the Audit Committee
includes matters specified in section 177 of the
Companies Act 2013, and Regulation 18 of SEBI
(Listing Obligations and Disclosure requirements)
Regulations, 2015. All the recommendations made
by the Audit Committee during the year were
accepted by the Board of Directors of the Company.

The details of the Audit Committee along with its
composition, number of meetings, attendance and
terms of reference are provided in the Corporate
Governance Report, which forms part of this report.

ii) . Nomination & Remuneration Committee

In terms of Section 178 of the Companies Act,
2013 & other applicable provisions, if any, and as
per the Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015, the Company has constituted Nomination
& Remuneration Committee. The Nomination
& Remuneration Committee comprises of the
following Members as on March 31,2025:

a) Mr. Krishna Yeachuri* - Chairman

b) Mr. P K Sundaresan - Member

c) Mrs. Akila C Raju - Member

' Ceased w.e.f March 31, 2025

The Committee consists of only Non-Executive
Directors as its members. The details of the
Nomination & Remuneration Committee along with
its composition, number of meetings, attendance
and terms of reference are provided in the Corporate
Governance Report, which forms part of this report.

iii) . Stakeholders Relationship Committee

In terms of Section 178 of the Companies Act, 2013
& other applicable provisions, if any, and as per
the Regulation 20 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Company has constituted Stakeholders Relationship
Committee. The Stakeholders Relationship
Committee comprises of the following Members as
on March 31, 2025:

a) Mrs. R Chitra - Chairperson

b) Ms. S Hemalatha - Member

c) Mrs. Akila C Raju - Member

The details of the Stakeholders Relationship
Committee along with its composition, number of
meetings, attendance and terms of reference are

provided in the Corporate Governance Report, which
forms part of this report.

VIII. Details of KMP:

The following are the Key Managerial Personnel of the
Company in accordance with the provisions of Section
2(51) read with Section 203 of the Act:

a) Mr. Mahaveer Chand Bafna - Chief Executive

Officer

b) Mr. Melagiri Sridhar - Chief Financial

Officer

c) Mr. A. Mohanachandran - Company

Secretary

Mr. A. Mohanachandran was appointed as the Company
Secretary & Compliance Officer of the Company w.e.f
May 29, 2024.

13. AUDITORS

a) Statutory Auditor

As per the provisions of Section 139 of the Companies
Act, 2013, M/s. Brahmayya & Co, Chartered Accountants,
Chennai (ICAI FRN:000511S), were appointed as Statutory
Auditors of the Company, for a period of five (5) years
from the conclusion of the 27^th Annual General Meeting
till the conclusion of 32^nd Annual General Meeting of the
Company.

Auditors' Report:

The Auditors' Report on the financial statements of the
Company for the financial year ended 31^st March, 2025 is
enclosed with the financial statements, which forms part
of this Annual Report.

The report is unmodified i.e. it does not contain any
qualification, reservation, adverse remark or disclaimer.
The remarks in the Auditors Report and Notes on financial
statement referred to in the Auditor's Report are self¬
explanatory and do not call for any further comments.

Also there has been no instance of fraud reported by the
statutory auditors for the financial year under review.

b) Internal Auditor

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with Companies (Accounts)
Rules, 2014, the Board, on recommendation of the Audit
Committee, has appointed M/s. K S Rao & Co, Chartered
Accountants (ICAI FRN. 003109S) as internal auditors of
the Company for the financial year 2025-2026.

c) Cost Auditor & Maintenance of Cost Records
Pursuant to section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules,
2014, the Board of Directors, on recommendation of Audit
Committee, appointed M/s. N. Sivashankaran & Co, Cost
Accountants (ICMAI Registration No: 100662) as the
Cost Auditor of the Company, to conduct audit of cost
records maintained by the Company for financial year
2025 - 2026 at a remuneration of ' 75,000/- (Rupees
Seventy Five Thousand Only) excluding applicable
taxes, reimbursement of out- of-pocket expenses. In
terms of Section 148(3) of the Companies Act, 2013
the remuneration payable to the Cost Auditors, as fixed
by the Board, is required to be ratified by the members
and the resolution for the ratification of Cost Auditors
Remuneration is provided under Item No.7 of the Notice
convening the 30^th Annual General Meeting.

The Company maintains all such accounts and records
as specified by the Central Government under section 148
(1) of the Companies Act, 2013.

d) Secretarial Auditor & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors had appointed M/s. A.K. Jain &
Associates, Company Secretaries in Practice, Chennai, as
the Secretarial Auditors of the Company for the FY 2024¬
2025.

The Secretarial Audit Report in Form MR-3 is annexed as
Annexure-C to this Report.

14. ANNUAL RETURN:

The copy of the Annual Return (Form MGT-7) for F.Y 2024¬
2025 is made available in the website of the Company at
the weblink www.bafnapharma.com

15. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into
during the Financial Year under review were on an arm's
length basis, and in the ordinary course of business
and were in accordance with the Company's Policy on
RPT. There are no materially significant related party
transactions made by the Company with Related parties
which requires approval of the shareholders / which may
have potential conflict with the interest of the Company at
large.

All related party transactions are placed before the Audit
Committee as also the Board for approval. Prior omnibus
approval of the Audit Committee is obtained on a yearly
basis for the transactions which are repetitive in nature. A
statement giving details of the transactions entered into
with the related parties, pursuant to the omnibus approval
so granted, is placed before the Audit Committee and the
Board of Directors for their approval, ratification on a
quarterly basis.

During the year, the Company had not entered into any
material related party transactions which are not in
ordinary course of business or which are not on arm's
length basis and hence there is no information to be
provided as required under Section 134(3) (h) of the Act
read with Rule 8(2) of the Companies (Accounts) Rules,
2014. Necessary disclosure as required by the Indian
Accounting Standards (IND AS 24) has been made in the
notes to the Financial Statements.

The Company has adopted a Policy for dealing with
Related Party Transactions which has been uploaded
on the Company's website under the web-link www.
bafnapharma.com.

16. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The Company is conscious of its responsibility to
conserve the energy and has taken measures in relation
to conservation of energy and technology absorption.
The prescribed particulars on conservation of energy,
technology absorption and foreign exchange earnings
and outgo as required under Section 134(3) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 are furnished in Annexure-A to
this Report.

17. CORPORATE SOCIAL RESPONSIBILITY

The Company satisfies the criteria as prescribed in
section 135 of the Companies Act, 2013 for applicability
of Corporate Social Responsibility (CSR) provisions. The
Company has adopted a Corporate Social Responsibility
(CSR) Policy outlining various CSR activities to be
undertaken by the Company, in accordance with Schedule
VII to the Companies Act, 2013. The said policy is made
available on the Company's website at the following link
www.bafnapharma.com. The Report on CSR Activities is
annexed as Annexure-B to this Report.

18. PARTICULARS OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND EMPLOYEES

The Company is continuously focusing on retaining the
appropriate talent and increasingly systematizing the HR
processes. We have excellent industrial relations across
all facilities including the corporate office and strongly
believe that the workers will continue to work towards
achieving a profitable and productive Company.

The information as per 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-D to this 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 office of the Company during
business hours and pursuant to provisions of 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 Officer either at the
Registered/Corporate Office address or by email to cs@
bafnapharma.com.

19. CORPORATE GOVERNANCE

The detailed report on Corporate Governance and
Certificate from a Practicing Company Secretary
regarding compliance with requirements of Corporate
Governance are annexed as Annexure-E to this Report.

20. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34 read with Schedule V of the
SEBI (LODR) Regulations, 2015, a detailed review of
the business operations, performance, future outlook,
major events occurred during the year as well as state of
company's affairs is given in the Management Discussion
and Analysis Report, which is annexed as Annexure-F
to this Report. Certain Statements in the report may be
forward-looking. Many factors may affect the actual
results, which could be different from what the Directors
envisage in terms of future performance & outlook.

21. RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of
business and is committed to managing the risks in a
proactive and efficient manner. Your Company periodically
assesses risks in the internal and external environment,
along with the cost of treating risks and incorporates risk
treatment plans in the strategy, business and operational
plans.

22. ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

The Company has an Internal Control System,
commensurate with the size, scale and complexity of its
operations. The Internal Auditors monitor and evaluate
the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems,
accounting procedures and policies of the Company. The
internal audit reports were reviewed periodically by the
Audit Committee & the Board. Further, the Board annually
reviews the effectiveness of the Company's internal
control system.

23. DIRECTORS RESPONSIBILITY STATEMENT

I n terms of Section 134(3)(c) read with section 134(5)
of the Companies Act, 2013, the Directors, to the best of
their knowledge and belief, based on the information and
explanations obtained by them, confirm that:

a) In the preparation of the annual accounts, the
applicable accounting standards had been followed
and there were no material departures;

b) Appropriate accounting policies had been selected
and applied them consistently and made judgments
and estimates that were reasonable and prudent so
as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of
the Profit of the Company for the year under review;

c) Proper and sufficient care had been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company, preventing
and detecting fraud and other irregularities;

d) The financial statements for the financial year had
been prepared on a 'going concern basis;

e) The internal financial controls had been laid down,
to be followed by the Company and such internal
financial controls were adequate and were operating
effectively; and

f) I n order to ensure compliance with the provisions
of all applicable laws, proper systems had been
devised and that such systems were adequate and
operating effectively.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS/ COURTS:

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

25. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial
Standards issued by Institute of Company Secretaries of
India (ICSI) as per section 118(10) of the Companies Act,
2013.

26. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of
Insider Trading) Regulations, 2015, as amended from
time to time, the code of conduct for prevention of insider
trading and the code for corporate disclosures are in
force. The Company has adopted a Code of Conduct

for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated
persons of the Company, as per SEBI (Prohibition of
Insider Trading) Regulations, 2015.

27. DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT THE WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a zero tolerance towards sexual
harassment. The Company has adopted a policy on
prevention of sexual harassment of women at work place
and put in place proper dissemination mechanism across
the Company. The Company has conducted awareness
programs for its employees under the said Act.

The Company has complied with the provisions relating to
the constitution of Internal Complaints Committee (ICC)
under The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During
the financial year 2024-25, the Company has not received
any complaint.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors adopted the Whistle-Blower
Policy in accordance with Section 177(9) of the Act, and
Regulation 22 of the SEBI (LODR) Regulations, 2015. The
policy provides adequate safeguard against victimization
and for direct access to the Chairman of the Audit

Committee for the employees and state their complaints
/ grievances. The Whistle Blower Policy is uploaded on
the Company's website www.bafnapharma.com.

29. DISCLOSURE UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During the year under review, no application was made
or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016.

30. DISCLOSURE REGARDING VALUATION UNDER
ONE TIME SETTLEMENT:

Not Applicable.

31. ACKNOWLEDGEMENT AND APPRECIATION

The Board takes this opportunity to thank all
shareholders, business partners, financial institutions,
banks, distributors, suppliers, customers, government
and regulatory authorities, etc., for their co-operation and
support extended to the Company. The Directors also
wish to express their gratitude to the Shareholders for
the confidence and faith that they continued to repose
in the Company. The Directors place on record their
appreciation of the consistent and dedicated services
of the employees at all levels who have immensely
contributed to the performance of the Company during
the year under review.

On behalf of the Board of Directors
For BAFNA PHARMACEUTICALS LIMITED

SD/- SD/-

S. Hemalatha Vinayak Dinesh Dendukuri

Whole-Time Director Whole-Time Director

DIN:02714329 DIN: 07601309

Date: August 12, 2025 Place: Chennai Place: Hyderabad