About Bajaj Healthcare Ltd

Bajaj Healthcare Ltd. is a company established in 1993, services various Pharmaceuticals, Nutraceutical and Food industries globally with a spirit of scrupulousness. Bajaj Healthcare Ltd. have metamorphosed into specialty company and focused on development, manufacturing and supply of Amino Acids, Nutritional Supplements and Active Pharmaceutical Ingredients (API) for Pharmaceutical, Nutraceuticals and Food industries.

Bajaj Healthcare Ltd Chairman Speech

Dear Shareholders,

I am excited to present the prospects of the Company for the next few years. The year FY23 was challenging as well as exciting for us.

One either succumbs in the face of crisis or emerges stronger. Crises and challenges etch the true colours of a character. It is with this thought I announce with pride that our Company has shown extraordinary resilience and perseverance while navigating a challenging FY23.

The year FY23 was marked by a plethora of obstacles. Starting with the tepid demand from the pharma sector, with the pandemic residing investments in the pharma sector witnessed a decline and many companies focused on cost optimisation.

A renewed demand from the end-users sectors revived hope temporarily, but abrupt fluctuations in the raw-material prices intensified the competition, resulting in price rivalry and a growing price war.

In the face of these formidable challenges, our unwavering dedication persisted in forging pathways for fresh growth prospects, steering us back onto the trajectory of progress. I seize the opportunity to extend my utmost admiration to the indomitable spirit of our people who stood at the frontline, orchestrating our triumph over these adversities.

Despite the many challenges, I am happy to state that we showcased good resistance and navigated the challenges appreciably. Although in terms of absolute numbers, our growth in FY23 may not be remarkable, we did contain revenue fall to just 1% to C6,732.92 million in FY23 compared to C6,798.90 million in FY22. Further, an increase in overhead and finance costs hit our profitability as well. Additionally, EBITDA declined to C1,068.45 million in FY23 compared to C1,185.02 million in FY22, and EBITDA margins declined by 156 basis points to 15.87%. Similarly, net PAT also decreased by ~39% to stand at C430.24 million at the end of FY23, whereas PAT margin declined to 6.37% in FY23 compared to 10.48% in FY22.

In terms of exports, our revenue stood at 33.59% during FY23, as compared to 24.78% in the previous year. This was mainly owing to the new customer acquisitions in FY23 and the successful increase in the wallet share with the existing clientele.

Despite the challenges, we achieved a few important milestones in FY23. Chief among them, we have been successful in securing a highly regulated contract from the government of India for processing opium, making us the first and only private player in the Indian pharmaceutical industry to achieve this. This achievement marks a groundbreaking milestone, as we become the pioneering private entity to undertake such a responsibility.

Another key milestone for us, we are elated to share our triumph in passing the stringent USFDA inspection for our API manufacturing facilities situated in Vadodara, Gujarat, with ZERO 483 observation. These approvals stand as a resounding affirmation of our unwavering commitment to scrupulously adhere to regulatory norms and sustain the utmost benchmarks of quality.

Additionally, our dedicated research and development team achieved a notable feat by enabling us to launch new molecules in the Nutraceuticals, APIs, and Formulations. These new developments have stirred the pot within the industry and are expected to be instrumental in propelling our business with speed in the near future.

To navigate through the turbulent times, the Company has prioritised a few strategic focus areas: regular technological up-gradation, product innovation and value-addition, and focused financial planning. These measures are likely to help BHL route back on its growth trajectory with a focus on emerging as a technology-driven global enterprise.

We are adapting to the changing dynamics of the global pharma industry. Throughout the course of 2023, we focused on realigning our Company with the global demand, optimising costs, and enhancing returns for the shareholders. Despite challenging macroeconomic conditions, we continued to pursue our long-term strategic goals, harnessing our internal strengths, and delivering value to our customers and shareholders.

Throughout FY23, our unwavering dedication was directed towards bolstering our research and development endeavors to elevate our product development capabilities through a synergy of innovation and cutting-edge technological platforms. Upholding our pledge to adhere to compliance and uphold the highest standards of quality.

During the year, our central objective revolved around the expansion of our product portfolio. This pursuit entails the development of non-patented products utilizing reverse engineering, a process we diligently undertake within our state-of-the-art in-house R&D center. Moreover, our strategic vision encompasses the augmentation of our global footprint by penetrating new countries. Concurrently, our commitment to innovation propels us to consistently enrich our existing repertoire with novel pharmaceuticals.

These strategic endeavours have been meticulously designed to amplify our Capacities and enhance the capability of our portfolio. Speaking of the new molecule launches, a total of 9 new molecules has been launched during the year. At BHL, our steadfast commitment lies in delivering inventive. Our unrelenting focus on research and development has borne fruit in the form of several novel product launches throughout the year. With a promising array of products in the developmental pipeline, our optimism remains steadfast.

We deeply acknowledge the paramount importance of sustainability across all our diverse functions. Over the course of the year, remarkable steps have been undertaken to establish a resilient governance system and embrace an all-encompassing policy framework that will steer our relentless efforts towards sustainability.

Our primary focus is on reducing our carbon emissions, conserving resources, and promoting responsible business practices. As we move forward, we are dedicated to delivering sustainable benefits to our stakeholders and making a positive impact on the environment for a cleaner and healthier planet.

We believe it is our duty to have a workforce that includes people from all the different communities we serve. In order to attract and retain the most talented individuals, it is crucial to establish a workplace that fully supports diversity.

We are happy to announce that over the past year, we have made great progress in creating an organization that is truly inclusive.

FY23 was challenging for us, but that didn't deter us from persevering and finding new opportunities for growth and a successful journey ahead. Despite the challenges we faced, we remained resilient and focused on our goals. We recognised that in times of adversity, it is crucial to adapt and innovate.

We plan to expand our business into new international markets and diversify our portfolio. Our aim is to use our expertise and resources to create an innovative and expanding portfolio that meets the needs of both domestic and international clients. We want to become a pharmaceutical product manufacturer that focuses on providing solutions across the APIs, FDFs and Intermediates and aligns with sustainability principles. In the coming years, thanks to the FDA approvals, we are excited to explore further opportunities in more regulated regions like the USA, EU, Southern America and Africa, among others, and maximize our growth potential.

Given the positive macroeconomic conditions slowly returning to the global pharma industry, we believe that BHL is well-positioned to take advantage of opportunities. Additionally, I am optimistic that the ongoing China plus one strategy and India emerging as the next manufacturing hub of the world, is like to keep our journey long and successful. This optimism has the potential to establish a solid foundation for sustained business growth for companies like us.

This offers us with an excellent chance to generate value, particularly in our attempts to navigate our way back onto the growth track. On behalf of every member of the BHL family, I would like to thank our shareholders for the trust they have reposed in us. We are truly grateful for your sustained cooperation throughout our journey. Together, we will achieve a better and more sustainable future.

Chairman and Managing Director Bajaj Healthcare Limited

Bajaj Healthcare Ltd Company History

Bajaj Healthcare Ltd. is a company established in 1993, services various Pharmaceuticals, Nutraceutical and Food industries globally with a spirit of scrupulousness. Bajaj Healthcare Ltd. have metamorphosed into specialty company and focused on development, manufacturing and supply of Amino Acids, Nutritional Supplements and Active Pharmaceutical Ingredients (API) for Pharmaceutical, Nutraceuticals and Food industries.

Bajaj Healthcare Ltd Directors Reports

To,

The Members

Bajaj Healthcare Limited

Your Directors have pleasure in presenting their 30th Board Report together with the Audited Financial Statements for the financial year ended 31st March, 2023.

Rs ( in Lakhs)

The Company's Gross Revenue for the year decreased to H 67,488.96 lakhs as compared to last year's H 68,133.39 Lakhs, which includes the Domestic Turnover of H 44,712.16 Lakhs as compared to last year's Domestic Turnover of H 51,139.08 Lakhs, and the Export Turnover of H 22,617.04 Lakhs as compared to last year's export turnover of H 16,849.90 Lakhs.

The net profit after tax during the year amounted to H 4,302.43 Lakhs as compared to net Profit of H 7,138.59 Lakhs in the previous year.

The Board of Directors at their meeting held on 30th May, 2023, has recommended payment of H 1.00/- (Rupee One Only) (20%) as Final dividend per equity share of the face value of H 05/- (Rupees five only) each, for the financial year ended 31st March, 2023. 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 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 http://www.bajajhealth.com/stock-exchangeintimation-2023-24.

The Company has not transferred any amount to General Reserves for the financial year 2022-2023.

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 remains unpaid or unclaimed for a period of

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

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to which the financial statement relates and the date of the report.

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 during the year under review.

The disclosure pertaining to 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.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Pakshal A. Jain (DIN: 08776385), an Executive Director is retiring by rotation at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment. The Board recommends his re-appointment.

Mr. Sajankumar R. Bajaj (DIN 00225950) was appointed as the Chairman and Managing Director of the Company for a period of three years from 1st April, 2020 upto 31st March, 2023. Based on the recommendation of the Nomination and Remuneration Committee given at its meeting held on 31st March, 2023, the Board of Directors at their meeting held on 18th April, 2023 has proposed the re-appointment of Mr. Sajankumar R. Bajaj as Chairman and Managing Director of the Company for a period of 3 (three) years with effect from 1st April, 2023, subject to approval of the shareholders. On May 24, 2023, the Shareholders of the Company, by way of a postal ballot, approved the reappointment of Mr. Sajankumar R. Bajaj as Chairman and Managing Director of the Company for the above-mentioned tenure.

Mr. Anil C. Jain (DIN 00226137) was appointed as the Managing Director of the Company for a period of three years from 1st April, 2020 upto 31st March, 2023. Based on the recommendation of the Nomination and Remuneration Committee given at its meeting held on 31st March, 2023, the Board of Directors at their meeting held on 18th April, 2023 has proposed the re-appointment of Mr. Anil C. Jain as Managing Director of the Company for a period of 3 (three) years with effect from 1st April, 2023, subject to approval of the shareholders. On May 24, 2023, the Shareholders of the Company, by way of a postal ballot, approved the reappointment of Mr. Anil C. Jain as Managing Director of the Company for the above-mentioned tenure.

Mr. Dhananjay S. Hatle (DIN 00226390), Ms. Namrata S. Bajaj (DIN 05327071) and Mr. Rupesh H. Nikam (DIN 07007815) were also appointed as the Whole Time Directors of the Company for a period of three years from 1st April, 2020 upto 31st March, 2023. Based on the recommendation of the Nomination and Remuneration Committee given at its meeting held on 31st March, 2023, the Board of Directors at their meeting held on 18th April, 2023 has proposed the re-appointment of Mr. Dhananjay S. Hatle (DIN 00226390), Ms. Namrata S. Bajaj (DIN 05327071) and Mr. Rupesh H. Nikam (DIN 07007815) as Whole Time Directors of the Company for a period of 3 (three) years with effect from 1st April, 2023, subject to approval of the shareholders. On May 24, 2023, the Shareholders of the Company, by way of a postal ballot, approved the reappointment of Mr. Dhananjay S. Hatle (DIN 00226390), Ms. Namrata S. Bajaj (DIN 05327071) and Mr. Rupesh H. Nikam (DIN 07007815) as Whole Time Director of the Company for the above-mentioned tenure.

Mr. Pakshal A. Jain (DIN 08776385), was also appointed as the Whole Time Director of the Company for a period of three years from 30th June, 2020 upto 29th June, 2023. Base on the recommendation of the nomination and remuneration committee meeting held on 31st March, 2023, the Board of Director at their meeting held on 18th April, 2023 has proposed the re-appointment of Mr. Pakshal A. Jain (DIN 08776385) as Whole Time Director of the Company for a period of 3 (three) years with effect from 30th June, 2023, subject to approval of the shareholder. On May 24, 2023, the Shareholders of the Company, by way of a postal ballot, approved the reappointment of Mr. Pakshal A. Jain (DIN 08776385) as Whole Time Director of the Company for the above-mentioned tenure.

Mr. Luke B. Fernendez (DIN 01110174), Non-Executive Independent Director of the Company has resigned with effect from 16th March, 2023 from the directorship of the Company. The Company is in search of suitable candidate in place of Mr. Luke B. Fernendez.

As on 31st March, 2023, Mr. Sajankumar R. Bajaj, Chairman & Managing Director; Mr. Rupesh H. Nikam, Whole-time Director

& Chief Financial Officer and Mr. Aakash T. Keshari, Company Secretary & Compliance Officer, are the Key Managerial Personnel of the Company.

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

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

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

they have registered themselves with the Independent

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

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. The terms and conditions of appointment of Independent Directors are disclosed on the website of the Company.

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, 4 (Four) 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 13th February, 2023 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 Director for taking appropriate steps. All Independent Directors were present at the meeting. The Directors expressed their satisfaction with the evaluation process.

With a view to have 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 Statutory 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. The Composition of Audit Committee of the Company are Mr. Luke B. Fernandez as Chairman and Mr. Hemant R. Karnik & Mr. Rupesh H. Nikam as member. Mr. Luke B. Fernandez resigned from the post of Non-Executive Independent Director w.e.f. 16th March, 2023. Mr. Ram B. Banarse, Non-Executive Independent Director of the Company is appointed as a member of Audit Committee in place of Mr. Luke B. Fernendez.

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

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 http://www.bajajhealth.com/wp-content/ uploads/2020/05/REMUNERATION-POLICY.pdf

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 affects Company's operations. The same is reviewed by the Audit Committee from time to time. No concerns or irregularities have been reported by Employees/ Directors till date. The said policy is available on the Company's website http://www. bajajhealth.com/wp-content/uploads/2020/05/whistle-blower-policy.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 Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations.

The Business Responsibility and Sustainability Report of the Company for the year ended 31st March, 2023, forms part of the Annual Report and 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 to 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 Officer, 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 efficiently and adequately protected.

The Company has adequate Internal Financial Controls System over 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 AGM till conclusion of 32nd Annual General Meeting M/s. Chaturvedi & Agrawal, Chartered Accountants (Firm Registration No. 101717W), have resigned from the office of the Statutory Auditor of the Company with effect from 30th May, 2023. The Company is in search of suitable Statutory Auditor in place of M/s. Chaturvedi & Agrawal, Chartered Accountants (Firm Registration No. 101717W) The Auditor's report for the financial year ended 31st March, 2023, 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 2022-23. 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 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 Accountant, have carried out the cost audit for applicable products during the financial year 2022-23.

The Board of Directors of the Company, on the recommendation of the Audit Committee, have appointed M/s V. J. Talati & Co. Cost Accountant, as the Cost Auditors of the Company to conduct the audit of cost records of products for the financial year 2023-24. The Company has received consent from M/s V. J. Talati & Co. Cost Accountant, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2023-24.

The remuneration proposed to be paid to the Cost Auditors, subject to ratification by the members of the Company at the ensuing 30th AGM, would not exceed Rs3.25 lakhs (Rupees Three lakh Twenty Five Thousand Only) excluding taxes and out-of-pocket expenses, if any for the financial year 2023-24.

The Cost Audit Report for the financial year 2021-22 does not contain any qualification, reservation, or adverse remark.

The Board of Directors of the Company have appointed M/s. Paresh Rakesh & Associates LLP, Chartered Accountants (FRN 119728W) as Internal Auditors of the Company for the financial Year 2023-24. The Internal Auditors submit their reports to the Audit Committee on 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, on the recommendation made by the Audit Committee, have 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 2023-24. The Company has received consent from Haresh Sanghvi to act as the secretarial auditor for conducting audit of the secretarial records for the financial year ending 31st March, 2024.

The Secretarial Audit Report for the financial year ended 31st March, 2023, 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, 2023, 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, Sanghvi is enclosed with this report and marked as Annexure-II. The Secretarial Compliance Report has been voluntarily disclosed as part of Annual Report as good disclosure practice.

The Secretarial Audit Report and Secretarial Compliance Report do not contain any qualification, reservation or adverse remark.

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 of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

During the year under review, the Board of Directors based on recommendations of the Audit Committee approved revisions to the Policy on dealing with and materiality of Related Party Transactions and framework for transaction with related parties of the Company to define the ordinary course of business, review of material related party transactions and revise the thresholds for entering into transactions with related parties and terms thereto. The Company's Policy on dealing with and materiality of related party transactions is available on the website of the Company http://www.bajajhealth.com/policies/

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, 2023, have been disclosed in the Financial Statements of the Company.

The cash flow statement for the year ended 31st March, 2023 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 are forming part of the Board's Report for the year ended 31st March, 2023 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 office 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 Officer either at the Registered Office address or by email to investors@bajajhealth.com. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: The Company has always believed in providing a safe and harassment free workplace for every individual working in 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 2022-23, 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 of the Auditors of the Company 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, 2023 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 affairs 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 sufficient 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 effectively; 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 effectively.

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of rural development and education. These projects are 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:

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 efficient 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 efficient. This saves scaling in tubes & enhances life of boiler tubes. f. Replaced the condenser of Brine Plant 2 by higher capacity to run machine efficient. 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 efficient 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 different generic molecules are under process. Some of products have been commercialised at plant scale using environment friendly routes. d. 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. e. 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 affairs 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.

IV. Foreign Exchange Earning and Outgo: Earnings:

Foreign Currency inflow amounting to Rs19,369.72/- Lakhs Outgo: Foreign Currency outgo amounting to Rs21,059.28/- Lakhs

The Company is well aware of its responsibility towards a better and clean environment. Our efforts 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 of the provisions of the various statutes is also made by the Chief Financial Officer at each Board Meeting. The Company ensures compliance of 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 efforts put in by all the employees.

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

Sd/-

Chairman and Managing Director

DIN: 00225950

Date: 30/05/2023

Place: Thane

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Bajaj Healthcare Ltd Finished Product