Directors Report of Bafna Pharmaceuticals Ltd.

Mar 31, 2025

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:

Particulars	Financial Highlights
	31st March 2025	31st March 2024
Revenue from operations	14,585.70	15,246.57
Other Income	274.22	352.24
Total Income	14,859.92	15,598.81
Expenses
Operating Expenditure	13,468.01	14,135.45
EBITDA	1,391.91	1,463.36
Depreciation and Amortization Expenses	488.97	499.54
Earnings before interest and taxes	902.94	963.82
Interest expenses	273.13	229.03
Profit before taxes	629.81	734.79
Less: Exceptional Items	214.56	-
Less: OCI	18.50	-3.65
Net profit before taxes	396.75	738.44
Tax expenses (Current and Deferred Tax)	-	-
Net profit for the year	396.75	738.44

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.

Reply to the Qualifications made in the Secretarial Audit Report:

The Board''s reply for the qualifications, observations made by the Secretarial Auditor in Secretarial Audit Report for F.Y 2024¬
2025 is provided hereunder:

Sl. No.	Secretarial Auditor Qualifications / Observations	Board''s Reply
01	The Company did not comply with the Minimum Public Shareholding requirements as prescribed under Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957.	During the year under review, M/s. SRJR Life Sciences LLP, Promoter of the Company has made an Offer for Sale (OFS) of 31,45,296 Equity Shares representing 13.30% of total Paid-up capital of the Company, on March 27, 2025 & March 28, 2025, through the stock exchange mechanism to comply with Minimum Public Shareholding requirements. The aforesaid OFS was fully subscribed by the Public Shareholders. Accordingly, the Company has complied with the Minimum Public Shareholding (MPS) requirement of 25% with effect from April 02, 2025.

Sl. No.	Secretarial Auditor Qualifications / Observations	Board''s Reply
02	The Company has belatedly submitted the disclosure required under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to the temporary disruption of operations at its factory situated at Grantlyon, Chennai, due to a breakdown of temperature control equipment, with a delay of three days from the prescribed timeline.	The delay of three days in making the said disclosure was inadvertent and occurred due to a delay in the outcome of the initial assessment. The Board has since initiated internal corrective measures and has improvised the reporting mechanism and compliance framework to ensure timely adherence to regulatory requirements going forward.

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

---

Mar 31, 2024

Your directors'' have pleasure in presenting the Twenty Ninth (29^th) Annual Report of your Company together with Audited Accounts for the Financial Year ended 31st March, 2024.

1. Financial Performance

The summarized Audited Financial Results for the year ended 31st March, 2024 along with comparative figures for the Previous year is as under:

(Rs.in Lakhs)

Particulars	Financial Highlights
	31st March 2024	31st March 2023
Revenue from operations	15,246.57	11,534.99
Other Income	352.24	327.27
Total Income	15,598.81	11,862.26
Expenses
Operating Expenditure	14,135.45	9,963.43
EBITDA	1,463.36	1,898.83
Depreciation and Amortization Expenses	499.54	533.44
Earnings before interest and taxes	963.82	1,365.39
Interest expenses	229.03	203.76
Profit before taxes	734.79	1,161.63
Less: Exceptional Items	-	-
Less: OCI	-3.65	-15.31
Net profit before taxes	738.44	1,176.94
Tax expenses	-	27.83
Net profit for the year	738.44	1,149.11

2. Operating Results

Your Company''s Total Income during the financial year under review i.e., year 2023-24 is Rs.15,598.81 Lakhs as compared to the previous year 2022-23, Rs.11,862.26 Lakhs. Profit before Tax after other comprehensive income for the year 202324 is Rs. 738.44 Lakhs as against Rs.1,176.94 Lakhs in the previous year. Profit after Tax for the year 2023-24 stands at Rs. 738.44 Lakhs as against Rs. 1,149.11 Lakhs in the previous year.

3. Dividend

The Board has not declared any dividend for the Financial Year 2023-2024.

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, 2024 was Rs.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. 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 2023-24 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 not advanced any loan, given any guarantee and made any investment 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:

i. Pursuant to recommendation of the Nomination and Remuneration Committee, the Board had, on June 26, 2023 approved the appointment of Mr. Krishna Yeachuri (DIN: 00066898) as an Additional Director in the capacity of Non-Executive, Independent Director of the Company, for a period of 5 years, with effect from June 26, 2023 to June 24, 2028, subject to approval of the shareholders of the Company.

ii. Pursuant to recommendation of the Nomination and Remuneration Committee, the Board had, on June 26, 2023 approved the appointment of Mr. Upendar Mekala Reddy (DIN: 08898174) as an Additional Director in the capacity of Non-Executive, Non-Independent Director of the Company, subject to approval of the shareholders of the Company.

iii. Pursuant to recommendation of the Nomination and Remuneration Committee, the Board had, on June 26, 2023 approved the appointment of Mr. Vinayak Dinesh Dendukuri (DIN: 07601309) as an Additional Director in the capacity of Whole-Time Director of the Company, for a period of 5 years, with effect from June 26, 2023 to June 24, 2028, subject to approval of the shareholders of the Company. The aforesaid appointments were approved by the shareholders of the Company vide resolutions passed in the 28th Annual General Meeting of the Company held on September 22, 2023.

b) Resignation of Directors:

Mr. Babulal Kamlesh Kumar (DIN: 01218959), resigned as Independent Director of the Company with effect from September 09, 2023. The Board placed on record its appreciation for the guidance rendered by him during his tenure as Director of the Company.

There were no other changes in the composition of the Board of Directors during the year under review.

II. Retirement by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Upendar Mekala Reddy (DIN: 08898174), Director retires by rotation at the ensuing 29th Annual General Meeting (AGM) of the Company and being eligible, offers himself for re-appointment. Your Board recommends his re-appointment as Director of the Company.

III. Re-appointment of Director:

The Board of Directors, on recommendation of the Nomination and Remuneration Committee, in its meeting held on August 11, 2023 considered and approved the re-appointment of Ms. S Hemalatha (DIN: 02714329) as WholeTime Director of the Company for a period of 5(five) years with effect from September 10, 2023. The proposal for re-appointment of Ms. S Hemalatha as a Whole Time Director is included in the notice convening the 29th AGM. Your Board recommends the re-appointment of Ms. S Hemalatha as a Whole-Time Director of the Company.

The brief resume of the Directors seeking reappointment and other information are enclosed in the Notice convening 29th AGM. The Board of Directors are of the opinion that the Directors proposed for appointment / re-appointment at the ensuing 29th AGM of the Company possess integrity, necessary expertise, relevant experience and the Corporate Governance report annexed to this report contains necessary disclosures regarding the Director(s).

IV. Number of Board Meetings:

The Board of Directors met Six (6) 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.

In 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, 2024:

a) Mr. P K Sundaresan - Chairman

b) Ms. R Chitra - Member

c) Mr. Upendar Mekala Reddy* - Member

d) Mr. B. Kamlesh Kumar** - Member

*Appointed w.e.f November 02, 2023

** Ceased w.e.f September 09, 2023

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, 2024:

a) Mr. Krishna Yeachuri* - Chairman

b) Mr. P K Sundaresan - Member

c) Mrs. Akila C Raju - Member

d) Mr. B. Kamlesh Kumar** - Chairman

*Appointed w.e.f November 02, 2023

** Ceased w.e.f September 09, 2023

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, 2024:

a) Mrs. R Chitra - Chairperson

b) Ms. S Hemalatha - Member

c) Mrs. Akila C Raju* - Member

*Appointed w.e.f April 07, 2023

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. Vishnu Vasudeva Kuppa, ceased to be the Company Secretary & Compliance Officer of the Company w.e.f. April 23, 2024. 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 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting of the Company.

Auditors'' Report:

The Auditors'' Report on the financial statements of the Company for the financial year ended 31 March 2024 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 selfexplanatory 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 2024-2025.

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 2024 - 2025 at a remuneration of Rs.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.5 of the Notice convening the 29th 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 Auditor 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 20232024.

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

Reply to the Qualifications made in the Secretarial Audit Report:

The Board''s reply for the qualifications, observations made by the Secretarial Auditor in Secretarial Audit Report for F.Y 2023-2024 is provided hereunder:

Sl. No.	Secretarial Auditor Qualifications / Observations	Board''s Reply
01	The Board of Directors of the Company did not comprise of minimum of six directors as required under Regulation 17(1)(c) of SEBI (LODR) Regulations, 2015 until 26.06.2023.	The Board appointed three Directors during the meeting held on 26.06.2023, thereby increasing the total number of Directors to eight.
02	The Company did not have a Company Secretary cum Compliance Officer as required u/s 203 of the Companies Act, 2013, and Regulation 6 of SEBI (LODR) Regulations, 2015 during the period commencing from 01.04.2023 to 07.04.2023.	The Board of Directors has appointed Mr. Vishnu Vasudeva Kuppa as the Company Secretary of the Company w.e.f. 07.04.2023, thereby complying with Regulation 6 of SEBI (LODR) Regulations, 2015.
03	The Company has submitted the Disclosure of Related Party Transactions, with the Stock Exchanges, for the half year ended 31.03.2023 as prescribed under Regulation 23(9) of SEBI (LODR) Regulations, 2015, with a delay of 2 days.	The delay in the submission of the Disclosure of Related Party Transactions was caused by technical issues encountered during the filing of the XBRL instance with the Stock Exchanges. The Company has since remitted a fine of Rs. 11,800/- each to BSE and NSE for the delay.

Sl. No.	Secretarial Auditor Qualifications / Observations	Board''s Reply
04	The Company did not comply with the Minimum Public Shareholding requirements as prescribed under Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957.	During the year, the Company and its promoters made earnest efforts to achieve the Minimum Public Shareholding requirement. On September 06, 2023, M/s. SRJR Life Sciences LLP, a promoter of the Company, made an Offer for Sale of 35,48,143 Equity Shares, representing 15% of the total paid-up capital, through the Stock Exchange mechanism. However, the offer was subscribed to the extent of 1,57,248 Equity Shares by non-retail investors on September 07, 2023, and 1,41,418 Equity Shares by retail investors on September 08, 2023. The Company will ensure that the Minimum Public Shareholding requirement is achieved in the coming year.
05	The Company has not yet obtained approval of Shareholders for re-appointment of Ms. S Hemalatha as Whole-Time Director of the Company as required under Section 196 of the Companies Act, 2013 and Regulation 17(1C) of SEBI (LODR) Regulations, 2015. The Company has not filed e-Form MGT-14 for registration of resolution passed by the Board of Directors on 11.08.2023 & e-Form MR-1 with the Registrar of Companies, Chennai with respect to reappointment of Ms. S Hemalatha as Whole Time Director of the Company. Further, the Company has not made necessary disclosure as required under Regulation 30 read with Schedule III of SEBI (LODR) Regulation, 2015 for re-appointment of Ms. S Hemalatha approved in the Board Meeting held on 11.08.2023.	The Company is in the process of obtaining the necessary approval from the Shareholders for the reappointment of Ms. S. Hemalatha as Whole Time Director. As of the date of this report, the required forms have been filed with the Registrar of Companies regarding her reappointment. Since Ms. S. Hemalatha is also an Employee-Director and continues in her employment, the Company was of the view that additional disclosure was not required and has been unintentionally omitted due to inadvertence.
06	The Company has not spent the requisite amount as prescribed under Section 135(5) of the Companies Act, 2013 towards Corporate Social Responsibility activities and has not transferred the remaining unspent amount to a special account namely Unspent Corporate Social Responsibility Account as prescribed under Section 135(6) of the Companies Act, 2013.	The Company has transferred the unspent CSR amount to the Funds specified in Schedule VII of Companies Act, 2013 within the prescribed time. The details are disclosed in the Report on Corporate Social Responsibility Activities.

14. Annual Return:

The copy of the Annual Return (Form MGT-7) for F.Y 2023-2024 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 [e-mail].

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

In 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) In 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, 2005, 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 2023-24, 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: 13-08-2024 Place: Chennai Place: Hyderabad

---

Mar 31, 2023

Your directors'' have pleasure in presenting the Twenty Eighth Annual Report of your Company together with Audited
Accounts for the Financial Year ended 31^st March, 2023.

Financial Performance

The summarized Audited Financial Results for the year ended 31^st March, 2023 along with comparative figures for the
Previous year is as under:

(Rs.in Lakhs)

Particulars	Financial Highlights
	31st March 2023	31st March 2022
Revenue from operations	11,534.99	8,514.03
Other Income	327.27	169.80
Total Income	11,862.26	8,683.83
Expenses
Operating Expenditure	9,963.43	7,317.84
EBITDA	1,898.83	1,365.99
Depreciation and Amortization Expenses	533.44	549.33
Earnings before interest and taxes	1,365.39	816.66
Interest expenses	203.76	79.38
Profit before taxes	1,161.63	737.28
Less Exceptional Items	-	215.65
Less OCI	-15.31	2.40
Net profit before taxes	1,176.94	521.63
Tax expenses (Current and Deferred Tax)	27.83	-
Net profit for the year	1,149.11	521.63

Operating Results

Your Company''s Total Income during the year under review i.e., year 2022-23 was INR 11,862.26. Lakhs as compared to the
previous year 2021-22, Rs. 8,683.83 Lakhs. Profit before Tax after other comprehensive income for the year 2022-23 was
Rs. 1176.94 lakhs as against Rs.521.63 in the previous year. Profit after Tax for the year 2022-23 stood at Rs. 1,149.11 Lakhs
stood at Rs. 521.63 Lakhs as against in the previous year.

Change in Capital Structure

(Rs. In lakhs)

Particulars	31st March, 2023	31” March, 2022
Authorized Capital	4,000.00	4,000.00
Issued, Subscribed & Paid-up Capital	2,365.63	2,365.63

During the year under review the Issued, Subscribed and Paid-up capital has remained the same.

Fixed Deposits

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

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

Reserves

The Company has not transferred any amount to the general reserves during the year in view of the accumulated losses.
Material changes and commitments affecting the financial position of the Company:

There have been no material changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of
the report.

Change in the nature of business

Your Company is engaged in the manufacture of pharmaceutical products. There is no change in the nature of business
during the year compared to previous year.

Risk Management Policy:

The Company is in the process of framing mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions
on a continuing basis.

Adequacy of Internal Financial Controls with reference to the Financial Statements:

The Company has implemented and evaluated the internal financial controls which provide a reasonable assurance in
respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding
of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Company has
appointed internal auditors with a dedicated internal audit team. 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.

Directors

The Composition of Board and number of meetings attended by them are given in the corporate governance report.
Directors Liable to Retire by Rotation

The brief resume of the Directors seeking appointment/ reappointment and other information have been detailed in the
Notice. Your Board recommends the above appointments/reappointment of Directors in the best interest of the Company.

Details of KMP:

According to section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company
Mr. Mahaveer Chand Bafna- Chief Executive Officer,

Mr. M. Sridhar- Chief Financial Officer

Mrs. Roopa Ravikumar - Company Secretary (appointed on March 22, 2022 and resigned on August 11, 2022)

Mr. Vishnu Vasudeva Kuppa - Company Secretary - appointed on April 07, 2023.

Declaration by Independent Directors

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.

Auditors

As per the provisions of the Companies Act, 2013, M/s. Brahmayya & Co, Chartered Accountants, Chennai (FRN:000511S),
were appointed as Statutory Auditors of the Company for a period of five years at the 27^th annual general meeting held
for the financial year 2021- 2022 till the conclusion of 32^nd annual general meeting.

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further
comments.

Auditors'' Report:

The Report of Auditors and Notes forming part of the Accounts are attached along with the Annual Report.

Cost Audit

The Board has appointed M/s N. Sivashankaran & Co, Cost Accountants (Registration No: 100662) as the Cost Auditor of
the Company to conduct audit of cost records made and maintained by the Company for financial year 2023 - 2024 at a
remuneration as fixed by the Board subject to approval of members of the Company.

Listing

The Company''s shares are listed at

(i) BSE Limited (BSE) with Scrip Code No.532989 and

(ii) National Stock Exchange of India Limited with Scrip symbol BAFNAPH.

Particulars of Employees

1) The ratio of the remuneration of each director to the median employee''s remuneration for the financial year and
such other details as prescribed are as given below:

Name	Ratio
Hemalatha Shanmugam	5:1

2. The percentage increase in remuneration of each Director, Chief Financial officer, Company Secretary in the
financial year

Ms. Hemalatha Shanmugam	Nil
Mr. Mahaveer Chand Bafna	Nil
Mr. Sridhar .M	Nil
Mrs. Roopa Ravikumar	Nil

a. The percentage increase in the median remuneration of employees in the financial year: 26%

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 - A'' 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 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/Corporate Office address or by email to [e-mail]

Foreign Exchange Earnings and Outgo

The particulars in respect of Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act,
2013 and Rule 8(3) of the Companies (Accounts) Rules 2014, are given as in Annexure to this report.

Human Resource, Industrial Relations, Environment, Occupational Health and Safety

The Company is continuously focusing on managing 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 number of employees as on 31^st March 2023 was 588, as against 495 as on 31^st March 2022.

Conservation of Energy, Technology Absorption & Research and Development (R&D)

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 particulars in respect to conservation of energy, Technology Absorption &
Research and Development were given in the annexure to the Board''s Report.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2005, 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.

Corporate Governance

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions
of Corporate Governance as stipulated in Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, with the Stock Exchanges, are enclosed elsewhere in the Annual Report and forms part of this report.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Board of Directors has approved policy as per the said Act and an Internal Complaints Committee was constituted.

The committee placed a certificate before the Board of Directors on the status of compliance of the Act. As per the
certificate provided by the said committee no complaints were received during the year & that there are no complaints
pending as on 31^st March 2023.

Particulars of Loans, Guarantee and Investment under Section 186 of Companies Act, 2013

During the year under review, no Loans advanced or investments were made during the year.

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 are in compliance with the applicable provisions of the Act and the Listing
Regulations.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the
Audit Committee is obtained for the transactions which are repetitive in nature or when the need for these transactions
cannot be foreseen in advance.

There are no 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.

The Company has adopted a Policy for dealing with Related Party Transactions which has been uploaded on the Company''s
website. The web-link as required under SEBI Listing Regulation, 2015 is as under:
http://bafnapharma.com/qualitypolicies.html

Corporate Social Responsibility

Provision with respect to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 will be applicable
from this year onwards since the Company''s Net Profit is more than Rs.5 Crores. The Company is taking necessary steps
to comply with the provisions of CSR. The Company has formed a CSR Committee with effect from 25^th June 2021. The
Composition of the Committee is as follows:

Sl No	Name	Designation
1	R. Chitra	Chairperson of Committee
2.	S. Hemalatha	Member
3	Atul Sachdeva (Resigned on January 13, 2023)	Member
4	Babulal Kamlesh Kumar (April 07, 2023)	Member

Secretarial Audit for the FY 2022-23

In terms of Section 204 of the Companies Act, 2013, the Rules made there under & other applicable provisions, if any, the
Company is required to appoint a Secretarial Auditor to carry out secretarial Audit of the Company. Your Board of Directors
has appointed M/s. A.K. Jain & Associates, Practicing Company Secretaries, Chennai, for purpose of Secretarial Audit for
the FY 2022-2023 at the Board Meeting held on 10.02.2022.

As required under section 204(1) of the Companies Act, 2013, the Company has obtained a secretarial audit report. The
copy of the Secretarial Audit report in MR-3 is attached as an annexure to the Director''s Report.

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, as on 31^st March, 2023, the Audit Committee
consist 3 directors as on March 31, 2023, all the three directors are Non-executive Independent Directors. However, the
Committee consist 1 non-executive non-independent director up to January 13, 2023,

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.

The Audit Committee consists of the following: -

Mr. P K Sundaresan- Chairman

Mr. B. Kamlesh Kumar - Member

Mr. Atul S- Member (Resigned on January 13, 2023)

Ms. R Chitra - Member (appointed from August 11, 2022)

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, as on 31^st March, 2023 the "Nomination &
Remuneration Committee" comprises of 3 Directors out of which two are Non-Executive Independent Directors and other
one is Non- Executive & Non- Independent. The Policy of Nomination & Remuneration Committee was detailed in the
corporate governance report. The constitution, terms and references and other details are elaborated in the Corporate
Governance report annexed with this report.

The Nomination and Remuneration Committee consists of the foiiowing:-
Mr. B. Kamlesh Kumar - Chairman
Mr. P.K. Sundaresan- Member
Mrs. Akila C Raju - Member

Stakeholders Relationship Committee

In terms of Section 178 of the Companies Act, 2013 & other applicable provisions, if any, Board of Directors at their meeting
held on 30.05.2014 renamed the existing "Investor Grievance & Share Transfer Committee" as "Stakeholders Relationship
Committee". The constitution, terms and references and other details are elaborated in the Corporate Governance report
annexed with this report.

The Stakeholders Relationship Committee consists of the following: -
Ms. R Chitra - Chairperson
Ms. S Hemalatha - Member

Mr. Atul Sachdeva - Member (Resigned on January 13, 2023)

Ms. Akila C. Raju - Member (with effect from April 07, 2023)

COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLOSURES:

The Board reply for the Secretarial Auditor observations:

Sl. No.	Secretarial Auditor Observations	Board''s Reply
01	The Composition of the Board of Directors of the Company is not in compliance with the Regulation 17(1)(c ) of SEBI (LODR) Regulations, 2015, with effect from 14.01.2023.	Appointment of a person on the Board requires cautious decision, as such, the process of appointment took more time to fill the position, your Board of Director have appointed Three new Directors on the Board on June 26, 2023.

Sl. No.	Secretarial Auditor Observations	Board''s Reply
02	The Company did not have a Company Secretary cum Compliance Officer as required under Section 203 of the Companies Act, 2013, and Regulation 6 of SEBI (LODR) Regulations, 2015, during the period from 12.08.2022, to 31.03.2023.	The Management has put all its effort to fill the post in¬ time, however, offer letter for the post was issued to four qualified professionals: Ms. Pragyan Shree on September 01, 2022, Mr. Poornasandar on November 25, 2022, Mr. Aditya Srivastava on January 25, 2023 and Mr. Akshay Saxena on February 07, 2023, the First Three incumbents after receiving the Offer Letter did not accept the job citing personal reasons, and Mr. Akshay Saxena who accepted to Join on February 07, 2023, could not joined us as he had met with a fatal accident and recovery will take long time.
03	The Composition of Stakeholder Relationship Committee did not comprise of requisite number of Directors, as prescribed under Regulation 20(2A) of SEBI (LODR) Regulations, 2015, during the period from 14.01.2023, to 31.03.2023.	Mr. Atul Sachdeva, Non-executive Director of the Company was also member of the Stakeholder Relationship Committee. Mr. Atul had resigned from his position as Director of the Company with effect from 14.01.2023, as such, his membership in the said committee was also vacated, your Board of Directors has filled the vacancy on April 07, 2023, by nominating Ms. Akhila C Raju as member of the Committee.
04	No Stakeholders Relationship Committee meeting was held during the year under review as prescribed under Regulation 20(3A) of SEBI (LODR) Regulations, 2015.	As no complaints or grievances were registered by the stakeholders during the FY 2022-23, as such, the SRC meeting was not held.
05	The Company has belatedly filed the statement of investors compliant, with the National Stock Exchange, for the quarter ended September 30, 2022, as prescribed under Regulation 13(3) of SEBI (LODR) Regulations, 2015.	Due to connectivity issues, the form Investors Complaint was filed in time with the National Stock Exchange of India Limited.
06	The Company did not comply with the Minimum Public Shareholding requirements as prescribed under Regulation 38 of SEBI (LODR) Regulations, 2015, read with Rule 19(2) and Rule 19A of Securities Contract (Regulation) Rules, 1957, from 01.04.2022, to 19.09.2022, and 21.10.2022, to 24.02.2023.	The Company has already complied with the requirement of Regulation 38 of Minimum Public Shareholding requirements as prescribed under Regulation 38 of SEBI (LODR) Regulations, 2015, read with Rule 19(2) and Rule 19A of Securities Contract (Regulation) Rules, 1957.
07	The Company did not maintain Structured Digital Data base as prescribed under Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015, up to quarter ended on 30.09.2022.	The Board has implemented Structured Digital Database with effect from October 01, 2022,

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required under the Listing Agreement with the Stock Exchanges is
enclosed in the Annual Report and forms part of 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.

Extract of Annual Return:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY
2022-2023 is uploaded on the website of the Company and the same is available at https://bafnapharma.com

Number of Board Meetings:

The Board of Directors met 4 times during the year under review and the gap between 2 meetings did not exceed 120
days.

Transfer to Investor Education and Protection Fund (IEPF)

As required under Section 124 of the Act, 2137 equity shares, in respect of which dividend has not been claimed by the
members for seven consecutive years or more was transferred by the Company to the Investor Education and Protection
Fund Authority (IEPF).

Shareholders may claim their unclaimed dividend by applying in the prescribed Form No. IEPF-5. This Form can be
downloaded from the website of the IEPF Authority at http://www.iepf.gov.in/IEPF/corporates.html .

Directors Responsibility Statement

Your directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended 31^st
March, 2023, are in full conformity with the requirements of the Companies Act, 2013. They believe that the Financial
Statements reflect fairly the form and substance of transactions carried out during the year and reasonably present your
Company''s financial conditions and result of operations. Your directors further confirm that in preparation of the Annual
Accounts

1. The applicable Indian Accounting Standards had been followed and wherever required, proper explanations
relating to material departures have been given;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent 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 loss of the Company for that period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

4. The Accounts have been prepared on a "going concern basis".

5. 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.

6. 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.

Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit
Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

Green Initiatives

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 28^th Annual
General Meeting of the Company including the Annual Report for FY 2022- 2023 are being sent to all Members whose
e-mail addresses are registered with the Company / Depository Participant(s).

Acknowledgement and Appreciation

Your directors would like to thank Company'' and would like to express their gratitude for the co-operation and assistance
extended to the Company by its Customers, Suppliers, Technical Consultants, Contractors, Government and Local
Authorities, etc. The Directors also wish to thank all its Shareholders for their unstinted support. The Directors would like
to sincerely thank and 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 period under review.

For BAFNA PHARMACEUTICALS LIMITED

On behalf of the Board of Directors

Sd/-

Place: Chennai S. Hemalatha

Date: 11-08-2023 Chairperson & Executive Director

DIN:02714329

---

Mar 31, 2019

DIRECTORS REPORT_

To The Shareholders

The Directors have pleasure in presenting the Twenty Fourth Annual Report of your Company together with Audited Accounts for the Financial Year ended 31st March, 2019.

Financial Performance

The summarized Audited Financial Results for the year ended 31stMarch,2019 along with comparative figures for the previous year is as under:

(Rs. in Lakhs)

Particulars	Standalone		consolidated
	31st March 2019	31st March 2018	31st March 2019	31st March 2018
Total Income	4401.25	7843.51	4401.25	7850.15
Total Expenditure	6224.22	9271.08	6230.53	9321.82
Profit /(loss) before exceptional items and tax	(1822.97)	(1427.56)	(1829.28)	(1471.66)
Tax expenses (Deferred Tax)	150.07	217.52	106.74	219.27
Profit/ (Loss) for the period	(1973.04)	(1645.09)	(1936.02)	(1690.93)
Profit of Non controlling Interest/ Minority interes	-	-	(52.01)	17.28
Exceptional items	-	-	100.99	-
Total Comprehensive Income for the year	(1973.04)	(1645.09)	(1887.05)	(1673.65)

Consolidated Operating Results

The consolidated revenue from operation was Rs. 4401.26 lakhs in comparison to Rs.7850.15 Lakhs of the previous year. The consolidated net loss for the year 2019 was Rs. 1887.05 Lakhs as against FY 2018 of Rs.1673.65 Lakhs.

Standalone Operating Results

The sales and operating income was Rs.4401.25 in comparison to Rs7843.51 Lakhs in the previous year. The operating Loss for the year under review is Rs.1973.04 Lakhs as against Rs.1645.09 Lakhs for the previous year.

Our FY19 revenues has increased by 46% from Rs.29.70 Crs to Rs.43.35 Crs on sale of Manufactured goods which mainly due to the increase in the UK and emerging market. We have recorded steady growth in all other markets except the Emerging Markets

Subsidiary Company & Consolidated Financial Results

The consolidated financial results comprise of M/s. Bafna Pharmaceuticals Limited and its subsidiary M/s. Bafna Life styles Remedies Limited. Consolidated Financial Statements for the year ended 31stMarch,2019 forms part of the Annual Report.

As required under the SEBI (Listing Obligations and Disclosure Requirement) Regulation,2015, the consolidated financial statements of the Company and its subsidiary are attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 133 of the CompaniesAct,2013.The consolidated financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

Material/significant changes in subsidiary:

Until four years back, the Company''s subsidiary Company M/s. Bafna Lifestyle Remedies Limited (BLRL) was manufacturing Raricap tablets for strides shasun. The company had to close down operations owing to certain technical audit issues raised by them, and since then, the company has not been a going concern. As a process of initiating the closure process, during the year, all items of PPE (Fixed assets) have been disposed off, and outstanding balance of loan with Holding company has been written back.

A statement pursuant to Section 129 of the Companies Act, 2013, relating to subsidiary companies is attached and forms part of the report.

Change in Capital Structure

(Rs. In Lakhs)

Particulars		31st March, 2019	31st March,2018
Authorized Capital		4000.00	4000.00
Issued, Subscribed & Paid	up Capital	2365.63	2365.63

There is no change in share capital structure during the period.

Fixed Deposits

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

Due to losses, the Company has not declared any dividend for the Financial Year.

Reserves

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

Material changes and commitments affecting the financial position of the Company:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future;

ARIES an Operational Creditor has filed under Section 9 of The Insolvency and Bankruptcy Code 2016 a Petition with The National Company Law Tribunal (NCLT), Single Bench, Chennai which has been admitted as CP/682/IB/2017 against the Company. The National Company Law Tribunal, Single Bench, Chennai has passed an order on 16^th July 2018 for initiation of Corporate Insolvency Resolution Process (CIRP) against the Company and declared moratorium and appointed Mr. Gopalsamy Ganesh Babu as an Interim Resolution Professional (IRP). IRP Constituted Committee of Creditors (COC) and subsequently Mr. Radhakrishnan Dharmarajan was appointed as Resolution Professional (RP).

Information Memorandum was presented to COC members after obtaining non disclosure agreement.

UK MHRA audit was expected to happen by January 2019.COC in various meeting dealt on getting through the audit . since UK MHRA islifeline for the Company , Company presented 12A withdrawn Plan which did not garner requisite voting from COC.

Accordingly, Mr. Mahaveer Chand Bafna (Resolution Applicant) who is also the promoter and is not prohibited u/s. 29(A) of the IBC 2016 submitted resolution plan which was approved by the COC.

The resolution Plan , approved by COC was submitted to the Honorable NCLT, Chennai for approval. Honourable NCLT, Chennai had approved the resolution plan vide its order dated 01st February 2019 and copy of the said order was received by the company of 04^th Febuary 2019The same was intimated to the Stock exchanges on 05^th February 2019

The salient features of Resolution Plan.:-Payments as per resolution plan:

Financial creditors-

70% of admitted claims of all financial creditors i.e SBI, IDBI, DCB, DBS,BOC will be payable.

Total claims admitted Rs.49.23 Crs (payment proposed Rs.34.46 Crs.)

Operational Creditors- proposes to side an amount of Rs. 6.53 Crs towards operational Creditors. The Operational Creditors shall be paid 100% of the Net Claims amount subject to a maximum aggregate pay- out of Rs 6.53 Crs. In case, Net claim amount exceeds aggregate of Rs 6.53. Crs , the operational creditors shall be paid such Rs.6.53 Crs on pro-rata basis of the net claim amount.

The company had also Allowed window period of 30 days from the date of approval ( 01 st Feb 2019) of the Plan by the

Honorable NCLT, Chennai till 04^th March 2019 for the operational creditors to file their claims

ESI and PF dues- Rs.1.94Crs

Workmen dues- Rs.0.24 Crs

Employees dues- Rs.0.32 Crs

Statutory liabilities- Rs.0.13 Crs

Other liabilities- Rs.0.01 Crs

Contingent liabilities- Rs. NIL

For the purpose of resolution plan, the liability arising out of the said case, if any, is being considered as deemed crystallized as on the Resolution Plan approval date. Hence the Resolution Applicant is not disputing the above liabilities any further and instead considering them as deemed crystallized and admitted. Simultaneously, the Resolution Applicant is proposing to pay NIL value against all the contingent liabilities and legal cases pending against the Company.

Further any liability crystallizing out of the contingent liabilities or disputed legal cases of the Corporate Debtor or any other unknown or unclaimed liability pertaining to a transaction or incident dating to a period prior to the Insolvency Commencement date or during the CIRP which does not find a place in the approved Resolution Plan, shall be deemed to have lapsed on the approval of the plan; and the Corporate Debtor shall be deemed to have been duly discharged from all legal liability arising from such antecedent claims.

The approved Resolution Plan also covers the writing off Slow Moving Inventories, and Debtors , any Recovery from such current assets shall be written back in the year of Recovery. Any Long pending dues from suppliers of the earlier years which could not be recovered in cash or kind shall also be written off, any Recovery from such current assets shall be written back in the year of Recovery.

Equity shareholders- the capital of existing equity shareholders shall be reduced to 10% of the current holding i.e 2.36 crores shall be reduced to 0.236 crores.

Investment in working capital- The additional need based working capital of Rs.10 Crores shall be invested in the Corporate Debtor for revival of the organization.

Investment in fixed assets- The Resolution Applicant and his investors shall invest in Capex which shall amount to Rs.3.5 Crores in year 1.

Management and control of business- the Management of Corporate Debtor shall vest in the re-constituted Board of Directors and Resolution Applicant and his investors shall jointly appoint the Directors on the Board.

Resolution Plan will be monitored by monitoring committee.

A monitoring committee was set up vide Meeting on 13.02.2019, wherein Radhakrishnan Dharmarajan (RP), S David (SBI representative), Nagabhusanam (IDBI representative), Sridhar and Hema ( Corporate debtor representatives) were appointed as the members of Monitoring Committee

A second monitoring committee was conducted on 07.03.2019 and the matter of M/.s Saravana Global Holdings who filed an appeal in the NCLAT Delhi, was discussed and Committee appraised COC members about the same.The matter was discussed and committee was advised for further course of action .

A third monitoring committee was held on 04.04.2019 and discussed on the updates on the appeal and committee advised COC to be represented and file their Written submissions through the Lead Bank M/s. STATE BANK OF INDIA.

The Resolution Applicant Mr. Bafna Mahaveer Chand also informed that the MHRA Audit is scheduled on 13.05.2019 .

As time again discussed in various COC Meetings during the CIRP process of Bafna, where in the COC members discussed and deliberated at length regarding the importance of MHRA audit which is paramount and value enhancement for the company. Any failure on MHRA accreditation, the value of the company will be eroded and may not be kept as a going concern. The members of the COC had deferred the publication of expressions of interest citing, criticality of MHRA accreditation as one of the major reasons and the fact that any delay in MHRA accreditation would impact the going concern and viability of the company and this was also one of the key agenda in the First COC minutes (dated 10.8.2018) .

To keep the company as Going Concern and to conduct the UK-MHRA audit successfully , upon the request from the Monitoring Committee, the resolution applicant came forward to arrange an unsecured loan ,whch would help to complete the MHRA audit in time, and to enhance value of the assets of the company to all the stake holders

Appeal with NCLAT

Aggrieved by the Order of NCLT, Chennai Saravana Global Holdings Limited and P Shobha (minority shareholders) filed an appeal to National Company Law Appellate Tribunal, New Delhi (NCLAT). NCLAT vide its order dated 28th February 2019 has passed the following Order.:-

Until further order the monitoring committee will not handover the possession of corporate debtor to the Resolution Applicant if not yet handed over. In case the possession of the corporate debtor has been handed over the resolution applicant will maintain the status quo and will not alienate, transfer or create third party encumbrance of movable or immovable property of the corporate debtor. The concerned person will ensure that the company remains a going concern.

The case was posted to further hearing on 02^nd April 2019

The case was posted to further hearing on various dated namely 25^th April 2019, 02^nd May 2019 and 07^th May 2019 , the Honorable NCLAT instructed the respondents to file their written submission not more than 3 pages and the judgment was reserved on 09^th May 2019 by NCLAT.

Conclusion

In view of the pending proceedings against implementation of approved Resolution Plan . No Revision in the Financial statement is considered . However, the financial statement will be restated based on the outcome of the order to be passed by Honorable NCLAT , Delhi as per the plan approved by Honorable NCLT, Chennai .

Hence, The process of Assessment of fair values of assets and liabilities detailed in the Resolution Plan and restatement thereof in the accounts is being deferred to be carried out in the ensuing Financial Year on account of the above mentioned happenings which had begun during the reporting period and has continued beyond the year end upto the date of Board meeting when the accounts got approved.

Further, a criminal case was filed by M/s. Abhilash Chemicals Private Limited against all the Directors of the Company under Section 138 of the Negotiable Instruments Act for dishonor of cheque.

Further, a criminal case was filed by M/s. Aarti Industries Limited against all the Directors of the Company under Section 138 of the Negotiable Instruments Act for dishonor of cheque.

The above cases are pending before respective court/tribunal. Your Board of Directors of the Company are taking necessary steps to resolve the pending litigations.

Change in the nature of business

Your Company is engaged in manufacture of pharmaceutical products. There is no change in the nature of business during the year compared to previous year.

Risk Management Policy:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Adequacy of Internal Financial Controls with reference to the Financial Statements:

The company has adequate internal financial controls such as defining authority to authorize financial transactions, Internal Audit and review of financial statement mechanism in vogue.

Directors

The Composition of Board and number of meetings attended by them are given in the corporate governance report.

Mr. R.Dwarakanathan, Non-executive Independent Director was resigned from the Board with effect from 21^st August 2018. The Board wishes to place on record the valuable services rendered by Mr. R.Dwarakanathan during his tenure.

Mr. Babulal Kamlesh Kumar, was appointed as Non-executive Independent Director on 08^th February 2019 for a period of five years. The Board recommends his appointment as Non-executive Independent Director.

The Independent Directors have furnished necessary declarations as required under Companies Act, 2013.

Directors Liable to Retire by Rotation

Mr. Paras Bafna ,being non independent director is liable to retire by rotation in terms of Section 152 of the Companies Act, 2013 and being eligible offered himself for re-appointment.

The brief resume of the Directors seeking appointment/ reappointment and other information have been detailed in the Notice. Your Board recommends the above appointments/reappointment of Directors in the best interest of the Company.

Details of KMP:

According to section 203 of the Companies Act,2013, the following are the Key Managerial Personnel of the Company

Mr. Mahaveer Chand Bafna- Managing Director

Mr. M. Sridhar- Chief Financial Officer

Mr. Jitendra Kumar Pal- Company Secretary

Auditors

As per the provisions of the Act, R. Sathyanarayanan & Co, Chartered Accountants, Chennai (FRN003656S), Statutory Auditors of the Company was appointed for a period of five years at the annual general meeting held on 2017 till the conclusion of 27th annual general meeting. The requirement for the annual ratification of auditor''s appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 07, 2018.

They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does contain some qualification, reservation, adverse remark or disclaimer for which reply has been given in Directors Report.

M/s. R. Sathyanarayanan & Co, Chartered Accountants have given their consent for appointment and also confirmed that their appointment would be within the prescribed limits under Section 141 of the Companies Act, 2013.

Auditors ‘Report:

The report of Auditors and notes forming part of the Accounts are attached along with the Annual Report.

Comments on Auditors ‘Report:

Reply to the qualifications made in Auditor''s report:

Qualification	Reply
Major Components of Current Assets - Receivables outstanding for over one year, Long outstanding Advances to suppliers besides Stock of spares and Stores, which have all not been tested for recovery/impairment as per IND AS 36, consequently not restated at fair values in accordance IND AS 113 and not provisioned in the accounts.	In view of the pending proceedings against implementation of approved Resolution Plan . No Revision in the Financial statement is considered . However, the financial statement will be restated based on the outcome of the order to be passed by Honorable NCLAT , Delhi as per the plan approved by Honorable NCLT, Chennai.
Major Components of Current Liabilities - Sundry creditors whose balances are yet to be confirmed, hence not restated at fair values in accordance with IND AS 113.	The process of restructuring of fair values of assets and liabilities detailed in the Resolution Plan and restatement thereof in the accounts is being deferred to be carried out in the ensuing Financial Year on account of the pending proceedings Before NCLAT, Delhi.
a) Certain Balances of Debtors , Creditors, and deposits with Corporate Bodies are subject to Confirmation. b) Closing balances pertaining to advances given to suppliers of materials and others some of them remain unconfirmed.	The Company has sent confirmation letters to the debtors, creditors and other corporate bodiesbut could not get the confirmation on time.Hooever all the efforts has been taken to obtain the same. These dues are pending for Long Time.
Statutory Dues	The company is undergoing Financial Constraints due to which some statutory Dues are pending . However the company is taking sincere efforts to resolve the issue.
The maintenance of Stocks of Stores and spares requires to be assessed in respect of usefulness and value carried in the books of accounts.	The company is taking adequate steps to ascertain the usefulness and based on the recommendations of the Management , will be decided for write off or sold
During the course of our audit, we observed certain instances of non-deduction of TDS on eligible payments made during the year.	The company will ensure that this has been taken utmost care from the current Financial Year.

Cost Audit

Cost Audit specified under Section 148 of the Companies Act, 2013 does not apply to the Company since the turnover of the Company is less than the limit prescribed.

Listing

The Company''s shares are listed at(i)BSE Limited(BSE) with Scrip Code No.532989 and at(ii) National Stock Exchange of India Limited with Scrip symbol BAFNAPHARM;

Particulars of Employees

a) Details of employees, employed through out the financial year was in receipt of remuneration for that financial year, in the aggregate, was not less than Rs.1.02 Crores. -Nil-

b) Details of employees, employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Rs. Eight Lakhs and Fifty Thousand per month -Nil -

c) Details of employees ,if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which ,in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. - Nil -

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules,2014 in respect of employees of the Company and Rules5(2)of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, with respect to the statement showing the names of the top ten employees in terms of remuneration drawn, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees ''particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company upto the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

Foreign Exchange Earnings and Outgo

The particulars in respect of Foreign Exchange Earnings and Outgo as required under Section 134) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules 2014, are given as in Annexure to this report.

Human Resource, Industrial Relations, Environment, Occupational Health and Safety

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

The number of employees as on 31^st March,2019 was 258 as against 258 during FY 2017-18..

Conservation of Energy, Technology Absorption & Research and Development (R &D)

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 particulars in respect to conservation of energy, Technology Absorption & Research and Development were given in the annexure to the Board''s Report.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2005, 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.

Corporate Governance

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with the Stock Exchanges, are enclosed elsewhere in the Annual Report and forms part of this report.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Board of Directors has approved policy as per the said Act. and an Internal Complaints Committee was constituted, with following members:

(i) Smt. S. Hemalatha, (General Manager - Operation) - Chairperson

(ii) Smt. S. Geetha (Manager Accounts) - Member

(iii) Smt. K. Ashitha (Admin-in-charge) - Member

The committee placed certificate before the Board of Directors on the status of compliance of the Act. As per the certificate provided by the said committee no complaints were received during the year & that there are no complaints pending as on 31st March, 2019.

Particulars of Loans ,Guarantee and Investment under Section 186 of Companies Act,2013:

During the year under review, the investments made ,the loans advanced, guarantees given and securities provided are within the limits prescribed under Section 186 of the Companies Act,2013. Refer Notes to accounts for the above particulars.

Particulars of contracts or arrangements with Related parties referred to in Sub-Section(1)of Section188:

The transactions entered into by the Company with the related parties were in the ordinary course of business and at arm''s length basis. The particulars of transactions are mentioned in Form AOC 2 and is annexed to this report.

Corporate Social Responsibility

Corporate Social Responsibility prescribed under the provisions of Sec 135 of the Companies Act, 2013 is not applicable to the Company, But however Company is committed to improve the quality of life of the work force and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and society.

Secretarial Audit for the FY 2018-19

In terms of Section 204 of the Companies Act, 2013, the rules made there under & other applicable provisions, if any, the company is required to appoint Secretarial Audit or to carry out secretarial Audit of the Company. Your Board of Directors has appointed M/s. A.K. Jain & Associates, Practicing Company Secretaries, Chennai for purpose of Secretarial Audit for the FY 2018-19 at the Board Meeting held on 08.02.2019.

As required under section 204(1) of the Companies Act,2013 the Company has obtained a secretarial audit report. The copy of the Secretarial Audit report in MR3 is attached as an annexure to the Director''s Report.

The qualifications made by the Secretarial Auditor and the explanation to the observations are as follows:

S. No.	QUALIFICATION	MANAGEMENT''S EXPLANATION
	a) The Company has not disclosed the Voting Results of the Annual General Meeting held on 29th September, 2018 within the time prescribed under Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The delay in reporting was due to inadvertence and unintentional. The Company is taking utmost care to regularize the Company''s compliance reporting mechanism. The Board assures that the Company will report all the disclosures within the time prescribed.
	b) The Company has issued and allotted 50,00,000 equity shares of Rs.10/- each on conversion of warrants on preferential basis on 12.02.2018 which are yet to be listed on Stock Exchanges under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.	The delay in listing is due to some clarification required by the Stock Exchanges. The Company has got listing and trading approval for 50,00,000 shares allotted on preferential basis on 20th May 2019.
	c) The composition of board of directors of the company is not in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended September 2018 and December 2018.	The Company was in Corporate Insolvency Resolution Process with effect from 16th July 2018, under IBC, 2016. One of the Independent Director R. Dwarkanathan, resigned due to personal reasons. The management has appointed a director in his place and regularized.
	d) The composition of the nomination and remuneration committee of the company is not in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended September 2018 and December 2018.	The Company was in Corporate Insolvency Resolution Process with effect from 16th July 2018, under IBC, 2016. One of the Independent Director R. Dwarkanathan, resigned due to personal reasons. The management has appointed a director in his place and regularized.
	e) The Company has received notice from BSE and NSE levying SOP Fines under Regulation 108 of SEBI (Issue of capital and disclosure requirements) Regulations, 2009 amounting to Rs.17,92,014/-and Rs. 18,62,814/- respectively for delay in submission of complete listing application for allotment of 50,00,000 equity shares of Rs.10/-each on conversion of warrants on preferential basis with the Stock Exchanges i.e. NSE and BSE.	The delay in listing is due to some clarification required by the Stock Exchanges. However the Company has paid the necessary Fines to both the exchanges. The Company has also got listing and trading approval for 50,00,000 shares allotted on preferential basis on 20th May 2019.

Appointment of M/s.Soleti Associates., Chartered Accountant, Chennai as Internal Auditors & approved their Scope, Functions, Periodicity & Methodology

In terms of Section 138 of the Companies Act,2013 & other applicable provisions, if any, Board of Directors at the Board Meeting held on 28.05.2018 has appointed Mr.CA Rengasubramaniam,Partner of M/s.Soleti Associates, Chartered Accountants, Chennai as Internal Auditors and further approved their Scope, Functions, and Periodicity & Methodology

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 Audit committee comprises of 4 Directors out of which 3 are Non-Executive Independent Directors. The terms of reference of 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.

The Audit Committee was re-constituted with effect from 08^th February 2019 and its composition is as follows:-

Mr. V Rajamani- Chairman

Mr. Sunil Bafna- Member

Mr. Babulal Kamlesh Kumar - Member

Mr. Paras Bafna- Member

Nomination & Remuneration Committee

In terms of Section 178 of the Companies Act, 2013 & other applicable provisions, if any, Board of Directors at the Board Meeting held on 30.05.2014 has renamed the existing"Remuneration Committee"of the Board of Directors as"Nomination &Remuneration Committee". The Policy of Nomination & Remuneration Committee was detailed in the corporate governance report. The constitution, terms and references and other details are elaborated in the Corporate Governance report annexed with this report.

The Nomination and Remuneration Committee was re-constituted with effect from 08^th February 2019 and its composition

is as follows:-

Mr. Sunil Bafna- Chairman

Mr. V Rajamani- Member

Mr. Babulal Kamlesh Kumar - Member

Stakeholders Relationship Committee

In terms of Section 178 of the CompaniesAct,2013 & other applicable provisions, if any, Board of Directors at their meeting held on 30.05.2014 renamed the existing "Investor Grievance & Share Transfer Committee" as "Stakeholders Relationship Committee". The constitution, terms and references and other details are elaborated in the Corporate Governance report annexed with this report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report ,as required under the Listing Agreement with the Stock Exchange is enclosed in the Annual Report and forms part of 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.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed along with the Director''s Report.

Number of Board Meetings:

The Board of Directors met 6 times during the year under review and the gap between 2 meetings did not exceed 120 days.

Directors Responsibility Statement

Your Directors wish to inform that the Audited Accounts contains Financial Statements for the financial year ended31st March,2019 are in full conformity with the requirements of the Companies Act,2013.They believe that the Financial Statements reflect fairly the form and substance of transaction carried out during the year and reasonably present your Company''s financial conditions and result of operations.

Your Directors further confirm that in preparation of the Annual Accounts

- The applicable accounting standards had been followed and wherever required, proper explanations relating to material departures have been given;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 loss of the Company for that period;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The Accounts have been prepared on a "going concern basis.

- 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.

- 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.

Green Initiatives

Electronic copies of the Annual Report 2018-19 and the Notice of the 24^th AGM are sent to all members whose email addresses are registered with the Company / depository participants. For members who have not registered their email addresses, physical copies are sent in the permitted mode.

Acknowledgement and Appreciation

Your Directors would like to thank Company''s Bankers - SBI, DBS, DCB, BOC& IDBI for their continued support and they would also like to express their gratitude for the co-operation and assistance extended to the Company by its Customers, Suppliers, Technical Consultants, Contractors, Government and Local Authorities, etc. The Directors also wish to thank all its Shareholders for their unstinted support. The Directors would like to sincerely thank and 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 period under review.

On behalf of the Board of Directors

For BAFNA PHARMACEUTICALS LIMITED

(CIN L24294TN1995PLC030698)

Sd/- Sd/-

Paras Bafna Bafna Mahaveer Chand

Place: Chennai (DIN: 01933663) (DIN: 01458211)

Date: 27.05.2019 Whole Time Director Chairman & Managing Director

---

Mar 31, 2016

DIRECTOR''S REPORT

To The Shareholders

The Directors have pleasure in presenting the Twenty First Annual Report of your Company together with Audited Accounts for the Financial Year ended 31^st March, 2016.

Financial Performance

The summarized Audited Financial Results for the year ended 31^st March, 2016 along with comparative figures for the previous year is as under:

(Rs. In 000)

Particulars	Standalone		Consolidated
	31st March, 2016	31st March, 2015	31st March, 2016	31st March, 2015
Total Income	8,65,596.35	14,36,553.02	8,72,970.56	1,436,815.13
Total Expenditure	9,49,750.21	12,96,506.57	977,576.25	1,287,946.12
Profit before Depreciation & Taxation	84,153.86	140,046.45	104,605.69	148,869.01
Less: Depreciation	41,121.33	52,375.87	48,586.04	59,854.65
Less: Exceptional Items	-	26,880.92	-	28,342.57
Profit before Tax	(125,275.19)	60,789.66	(153,191.73	60,671.79
Less: Provision for Taxation	-	(22,587.38)	-	(22,587.38)
Less: Provision for Deferred Tax	3,430.83	22,871.05	1,777.59	24,113.06
Minority Interest (Loss)			11,144.85	(423.68)
Profit after Tax for the year	(121,844.36)	61,073.34	(140,269.29)	61,773.78

Consolidated Operating Results

The consolidated sales and operating income decreased to Rs. 87.30 Cr from Rs. 143.68 Cr in the previous year yielding a decline in growth of 60.76% due to sale of Brand happened during the year 2014. The consolidated operating profit for the year was Rs. 10.46 Cr as against Rs. 14.89 Cr in the previous year. The consolidated net loss for the year 2016 was Rs.14.02 Cr as against FY 2015 of Rs. 6.18 Cr.

Standalone Operating Results

The sales and operating income decreased to Rs. 86.56 Cr from Rs. 143.66 Cr in the previous year decline rate of 60.26%. The operating profit for the year under review is Rs. 14.00 Cr as against Rs. 10.55 Cr in the previous year. The loss after tax for the year under review is Rs.121.84 Cr as against Rs. 6.11 Cr in the previous year. The company is in growth/expansion mode requiring further investment; your company is therefore evaluating various options to raise additional funds for which shareholders approval may be sought as and when things are finalized.

Subsidiary Company & Consolidated Financial Results

The consolidated financial results comprise of M/s. Bafna Pharmaceuticals Limited and its subsidiary M/s. Bafna Lifestyles Remedies Limited. Consolidated Financial Statements for the year ended 31^st March, 2016 forms part of the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, consolidated financial statements of the Company and its subsidiary are attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 133 of the Companies Act, 2013. The consolidated financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

Material/significant changes in subsidiary, during the year the subsidiary company has discontinued the marketing activities.

A statement pursuant to Section 129 of the Companies Act, 2013, relating to subsidiary companies is attached and forms part of the report.

Change in Capital Structure

(Rs. In 000)

Particulars	31st March, 2016	31st March, 2015
Authorized Capital	400,000.00	400,000.00
Issued, Subscribed & Paid up Capital	186,563.35	186,563.35

Fixed Deposits

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

Dividend

The Company wishes to conserve the resources, hence your directors do not recommend any dividend for the Financial Year.

Directors

The Composition of Board and number of meetings attended by them are given in the corporate governance report.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 read with Rules thereon, Shri V. Rajamani, Shri R. Dwarakanathan, Shri B. Kamlesh Kumar & Shri Sunil Bafna were appointed as Independent Directors for five consecutive years in the Nineteenth AGM held on 10.09.2014 upto 09.09.2019. Accordingly all the Independent Directors were appointed in the last AGM to align with the requirement of the Companies Act, 2013. The necessary declarations were also obtained from the Independent Directors regularly on yearly basis.

Directors Liable to Retire by Rotation

Shri. Bafna Mahaveer Chand, Chairman & Managing Director and Shri. Paras Bafna, Whole Time Director are not liable to retire by rotation as per their terms of appointment / Articles of Association of the company. However, they are subject to retire by rotation as per the provisions of Section 149 & 152 of the Companies Act, 2013. All Directors in the Board are Independent except Shri. Bafna Mahaveer Chand and Shri. Paras Bafna, and as Independent Directors are not liable to retire by rotation, Shri. Bafna Mahaveer Chand & Shri. Paras Bafna will retire by rotation in terms of Section 152 of the Companies Act, 2013 and being eligible they have offered themselves for re-appointment. Upon re-appointment as Director Shri. Bafna Mahaveer Chand shall continue to hold office as the Chairman and Managing Director of the Company.

The brief resume of the Directors seeking appointment / reappointment and other information have been detailed in the Notice. Your Board recommends the above appointments /reappointment of Directors in the best interest of the Company.

Auditors

M/s. Abhay Jain & Co., Chartered Accountants, Chennai who are the statutory auditors of the Company, were reappointed for a period of 3 years (from 2014 to 2017), subject to ratification by the members at every AGM. Hence, ratification has been sought for, from the members as per the terms of appointment made during 2014. M/s. Abhay Jain & Co., Chartered Accountants, Chennai have given their consent for re-appointment and also confirmed that their appointment would be within the prescribed limits under Section 141 of the Companies Act, 2013. Accordingly, the ratification of re-appointment of M/s. Abhay Jain & Co., Chartered Accountants, Chennai, as the Statutory Auditors, is being proposed as an Ordinary Resolution.

The Board recommends ratification of re-appointment as Statutory Auditors of the Company. The report of Auditors and notes forming part of the Accounts are attached along with the Annual Report.

There were some observation were made in the Auditors'' Report for the period and the management reply to the observations made by the Statutory Auditor under Section 134 of the Companies Act, 2013 have been provided in some part of the report for the benefit of the shareholders.

Cost Audit

The Board of Directors of the Company appointed M/s Thanigaimani & Associates, Cost Accountants (FRN No.101899) as the Cost Auditor of the Company for audit of cost accounts relating to formulations for the year ended 31^st March 2016. The Cost Audit report for the year ended 31^st March 2015 was filed on 26.09.2015 and the Cost Audit Compliance Report was filed on 26.09.2015. The Cost Audit Report & Cost Audit Compliance Report for the year ended 31^st March, 2016 shall be submitted to the Central Government in due course.

As per Section 148 read with Companies (Audit and Audit) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s Thanigaimani & Associates, Cost Accountants as Cost Auditor of the Company for the financial year 2015-16. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 45,000/- (Rupees Forty Five Thousand Only) plus applicable taxes and out of pocket expenses.

Listing

The Company''s shares are listed at (i) Bombay Stock Exchange Limited (BSE) with Scrip Code No. 532989 and at

(ii) National Stock Exchange of India Limited with Scrip symbol BAFNAPHARM; the necessary Listing Fees have been paid to the stock exchanges.

Particulars of Employees

a) Details of employees, employed throughout the financial year, was in receipt of remuneration for that financial year, in the aggregate, was not less than Rs.1.02 Crores. -Nil-

b) Details of employees, employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Rs. Eight Lakhs and Fifty Thousand per month -Nil -

c) Details of employees, if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. - Nil -

Foreign Exchange Earnings and Outgo

The particulars in respect of Foreign Exchange Earnings and Outgo as required under Section 134) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules 2014, are given as in Annexure to this report.

Human Resource, Industrial Relations, Environment, Occupational Health and Safety

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

The number of employees as on 31^st March, 2016 was 242 as against 251 during FY 2014-15, a net decrease of 9 employees.

Conservation of Energy, Technology Absorption & Research and Development (R & D)

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 particulars in respect to conservation of energy, Technology Absorption & Research and Development were given in the annexure to the Board''s Report.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2005, 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.

Corporate Governance

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, are enclosed elsewhere in the Annual Report and forms part of this report.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Board of Directors has approved policy as per the said Act. And an Internal Complaints Committee was constituted, with following members:

(i) Ms. Hemalatha, Asst General Manager - Chairperson

(ii) Ms. Shunmugasundari, HR Executive - Member

(iii) Ms. Rajalakshmi, HR Executive - Member

The committee placed certificate before the Board of Directors on the status of compliance of the Act. As per the certificate provided by the said committee no complaints were received during the year & that there are no complaints pending as on 31^st March, 2016.

Corporate Social Responsibility

The applicability of Corporate Social Responsibility under Sec 135 of the Companies Act, 2013 is not applicable to the Company. But however, Company is committed to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and society.

Secretarial Audit for the FY 2016-17

In terms of Section 204 of the Companies Act, 2013, the rules made there under & other applicable provisions, if any, the company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company. Your Board of Directors has appointed M/s. A.K. Jain & Associates, Practicing Company Secretaries, Chennai for purpose of Secretarial Audit for the FY 2016-17 at the Board Meeting held on 30.05.2016.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report which contains qualification for non-appointment of CFO and non-ratification of appointment of Mrs. Sabitha, Executive Director of the Company. The copy of the Secretarial Audit report in MGT 3 is attached as an annexure to the Director''s Report.

Reply to the Qualification: The Company is taking necessary steps to appoint the Chief Financial Officer. Ratification of appointment and terms of remuneration of Mrs. Sabitha is proposed in the ensuing general meeting.

Re-appointment of Mr. Gaurav Jain, Chartered Accountant, Chennai as Internal Auditors & approved their Scope, Functions, Periodicity & Methodology

In terms of Section 138 of the Companies Act, 2013 & other applicable provisions, if any, Board of Directors at the Board Meeting held on 30.05.2016 has appointed Mr. Gaurav Jain, Chartered Accountant, and Chennai as Internal Auditors and further approved their Scope, Functions, and Periodicity & Methodology.

Audit Committee

In terms of Section 177 of the Companies Act, 2013 and other applicable provisions if any and as per the clause 49 of the Listing agreement the Audit committee comprises of 4 Directors out of which 3 are Non-Executive Independent Directors. The terms of reference of Audit Committee includes matters specified in section 177 of the Companies Act 2013 and Clause 49 of the Listing Agreement (as revised with effect from 1.10.2014). The Board has accepted all the recommendations of the audit committee made during the year

Nomination & Remuneration Committee

In terms of Section 178 of the Companies Act, 2013 & other applicable provisions, if any, Board of Directors at the Board Meeting held on 30.05.2014 has renamed the existing "Remuneration Committee" of the Board of Directors as "Nomination & Remuneration Committee". There was no change in the members of the Committee. The Policy of Nomination & remuneration committee were given in the corporate governance report.

Stakeholders Relationship Committee

In terms of Section 178 of the Companies Act, 2013 & other applicable provisions, if any, Board of Directors at their meeting held on 30.05.2014 renamed the existing "Investor Grievance & Share Transfer Committee" as "Stakeholders Relationship Committee".

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required under the Listing Agreement with the Stock Exchange is enclosed elsewhere in the Annual Report and forms part of 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.

Extract of Annual Return;

The details forming part of the extract of the Annual Return in form MGT-9 is annexed along with the Director''s Report.

Particulars of Employees;

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

Directors Responsibility Statement

Your Directors wish to inform that the Audited Accounts contains Financial Statements for the financial year ended 31st March, 2016 are in full conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly the form and substance of transaction carried out during the year and reasonably present your Company''s financial conditions and result of operations.

Your Directors further confirm that in preparation of the Annual Accounts:

- The applicable accounting standards had been followed and wherever required, proper explanations relating to material departures have been given;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 loss of the Company for that period;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The Accounts have been prepared on a "going concern" basis.

- 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.

- 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

Acknowledgement and Appreciation

Your Directors would like to thank Company''s Bankers - SBI, EXIM, DBS, DCB, BOC & IDBI for their continued support and they would also like to express their gratitude for the co-operation and assistance extended to the Company by its Customers, Suppliers, Technical Consultants, Contractors, Government and Local Authorities, etc. The Directors also wish to thank all its Shareholders for their unstinted support. The Directors would like to sincerely thank and 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 period under review.

On behalf of the Board of Directors

For BAFNA PHARMACEUTICALS LIMITED

(CIN L24294TN1995PLC030698)

Place: Chennai

Date: 30.05.2016

Paras Bafna Bafna Mahaveer Chand

(DIN: 01933663) (DIN: 01458211)

Whole Time Director Chairman & Managing Director

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual Report of your Company together with Audited Accounts for the Financial Year ended 31st March, 2015.

Financial Performance

The summarized Audited Financial Results for the year ended 31st March, 2015 along with comparative figures for the previous year is as under:

(Rs. In 000)

Standalone

Particulars 31st March, 31st March, 2015 2014

Total Income 14,36,553.02 17,89,445.90

Total Expenditure 12,96,506.57 1,683,959.02

Profit before Depreaati°n & 140,046.45 105,486.88 Taxation

Less: Depreciation 52,375.87 83,235.79

Less: Exceptional Items - -

Profit before Tax 60,789.57 22.251.09

Less: Provision for Taxation (22,587.38) (4,200.00)

Less: Provision for Deferred Tax 22,871.05 (4,689.69)

Minority Interest (Loss) -

Profit after Tax for the year 61,073.34 13,361.40

Consolidated

Particulars 31st March, 31st March, 2015 2014

Total Income 1,436,815.13 1,871,940.30

Total Expenditure 1,287,946.12 1,757,089.94

Profit before Depreaati°n & 148,869.01 114,850.36 Taxation

Less: Depreciation 59,854.65 89,938.37

Less: Exceptional Items 28,342.57 -

Profit before Tax 60,671.79 24,911.99

Less: Provision for Taxation (22,587.38) (4,700.00)

Less: Provision for Deferred Tax 24,113.06 (5,767.72)

Minority Interest (Loss) (423.68) (408.14)

Profit after Tax for the year 61,773.79 14,036.14

Consolidated Operating Results

The consolidated sales and operating income decreased to Rs. 143.68 Cr from Rs. 187.19 Cr in the previous year yielding a decline in growth of 23.24% due to sale of Brand happened during the year. The consolidated operating profit for the year was Rs. 14.89 Cr as against Rs. 11.49 Cr in the previous year. The consolidated net profit for the year 2015 was Rs. 6.18 Cr as against FY 2014 of Rs. 1.40 Cr.

Standalone Operating Results

The sales and operating income decreased to Rs. 143.66 Cr from Rs. 178.94 Cr in the previous year decline rate of 19.72%. The operating profit for the year under review is Rs. 14.00 Cr as against Rs. 10.55 Cr in the previous year. The profit after tax for the year under review is Rs. 6.11 Cr as against Rs. 1.34 Cr in the previous year.

The company is in growth/expansion mode requiring further investment; your company is therefore evaluating various options to raise additional funds for which shareholders approval may be sought as and when things are finalized.

Subsidiary Company & Consolidated Financial Results

The consolidated financial results comprise of M/s. Bafna Pharmaceuticals Limited and its subsidiary M/s. Bafna Lifestyles Remedies Limited. Consolidated Financial Statements for the year ended 31st March, 2015 forms part of the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, consolidated financial statements of the Company and its subsidiary are attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under section 133 of the Companies Act, 2013. The consolidated financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

Material/significant changes in subsidiary, during the year the subsidiary company has discontinued the marketing activities.

A statement pursuant to Section 129 of the Companies Act, 2013, relating to subsidiary companies is attached and forms part of the report.

Change in Capital Structure

(Rs. In 000)

Particulars 31st March, 2015 31st March, 2014

Authorized Capital 400,000.00 400,000.00

Issued, Subscribed & Paid up Capital 186,563.35 186,563.35

Fixed Deposits

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

Dividend

The Company wishes to conserve the resources, hence your directors do not recommend any dividend for the Financial Year.

Directors

During the year Ms. K.Sabitha was appointed as an Additional director / women director in the Board meeting held on 27th March 2015. Your Board recommends for appointment of Ms. K. Sabitha as a Director.

The Composition of Board and number of meetings attended by them are given in the corporate governance report.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 read with Rules thereon, Shri V. Rajamani, Shri R. Dwarakanathan, Shri B. Kamlesh Kumar & Shri Sunil Bafna were appointed as Independent Directors for five consecutive years in the Nineteenth AGM held on 10.09.2014 upto 09.09.2019. Accordingly all the Independent Directors were appointed in the last AGM to align with the requirement of the Companies Act, 2013. The necessary declarations were also obtained from the Independent Directors on yearly

Directors liable to retire by rotation

Shri. Bafna Mahaveer Chand, Chairman & Managing Director & Shri. Paras Bafna, Whole Time Director are not liable to retire by rotation as per their terms of appointment / Articles Of Association of the company. However, they are subject to retire by rotation as per the provisions of Section 149 & 152 of the Companies Act, 2013. All Directors in the Board are Independent except Shri. Bafna Mahaveer Chand & Shri. Paras Bafna and as Independent Directors are not liable to retire by rotation, Shri. Bafna Mahaveer Chand & Shri. Paras Bafna will retire by rotation in terms of Section 152 of the Companies Act, 2013 and being eligible they have offered themselves for re-appointment. Upon re-appointment as Director Shri. Bafna Mahaveer Chand shall continue to hold office as the Chairman and Managing Director of the Company.

The brief resume of the Directors seeking appointment / reappointment and other information have been detailed in the Notice. Your Board recommends the above appointments /reappointment of Directors in the best interest of the Company.

Auditors

M/s. Abhay Jain & Co., Chartered Accountants, Chennai who are the statutory auditors of the Company, were reappointed for a period of 3 years ( from 2014 to 2017), subject to ratification by the members at every AGM. Hence, ratification has been sought for, from the members as per the terms of appointment made during 2014. M/s. Abhay Jain & Co., Chartered Accountants, Chennai have given their consent for re-appointment and also confirmed that their appointment would be within the prescribed limits under Section 141 of the Companies Act, 2013.

Accordingly, the ratification of re-appointment of M/s. Abhay Jain & Co., Chartered Accountants, Chennai, as the Statutory Auditors, is being proposed as an Ordinary Resolution.

The Board recommends ratification of re-appointment as Statutory Auditors of the Company. The report of Auditors and notes forming part of the Accounts are attached along with the Annual Report.

There is no observation made in the Auditors' Report for the period and hence no further comments required under Section 134 of the Companies Act, 2013.

Cost Audit

The Board of Directors of the Company appointed M/s Thanigaimani & Associates, Cost Accountants (FRN No.101899) as the Cost Auditor of the Company for audit of cost accounts relating to formulations for the year ended 31st March 2015. The Cost Audit report for the year ended 31st March 2014 was filed on 26.11.2014 and the Cost Audit Compliance Report was filed on 26.11.2014. The Cost Audit Report & Cost Audit Compliance Report for the year ended 31st March, 2015 shall be submitted to the Central Government in due course.

As per Section 148 read with Companies (Audit and Audit) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s Thanigaimani & Associates, Cost Accountants as Cost Auditor of the Company for the financial year 2015-16. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 45,000/- (Rupees Forty Five Thousand Only) plus applicable taxes and out of pocket expenses.

Listing

The Company's shares are listed at (i) Bombay Stock Exchange Limited (BSE) with Scrip Code No. 532989 and at (ii) National Stock Exchange of India Limited with Scrip symbol BAFNAPHARM; the necessary Listing Fees have been paid to the stock exchanges.

Particulars of employees

a) Details of employees, employed throughout the financial year, was in receipt of remuneration for that financial year, in the aggregate, was not less than Rs. 60 lakhs. -Nil-

b) Details of employees, employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month -Nil -

c) Details of employees, if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. — Nil -

Foreign Exchange earnings and outgo

The particulars in respect of Foreign Exchange Earnings and Outgo as required under Section 134) of the Companies Act, 2013 and Rule 8(3) of the Companies ( Accounts) Rules 2014, are given as in Annexure to this report.

Human Resource, Industrial Relations, Environment, Occupational Health and Safety

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

The number of employees as on 31st March, 2015 was 251 as against 677 during FY2013-14, a net decrease of 426 employees. This is was largely due transfer of Domestic Branded division during the year.

Conservation of energy, Technology Absorption & Research and Development (R & D)

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 particulars in respect to conservation of energy, Technology Absorption & Research and Development were given in the annexure to the Board's Report.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2005, 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.

Corporate Governance

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, are enclosed elsewhere in the Annual Report and forms part of this report.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Board of Directors has approved policy as per the said Act. And an Internal Complaints Committee was constituted, with following members:

(i) Ms. Hemalatha, Commercial Manager - Chairperson

(ii) Mr. Meenakshi Sundaram, HR - Member

(iii) Ms. Sundari, HR Executive - Member

The committee placed certificate before the Board of Directors on the status of compliance of the Act. As per the certificate provided by the said committee no complaints were received during the year & that there are no complaints pending as on 31st March, 2015.

Corporate Social Responsibility

The applicability of Corporate Social Responsibility under Sec 135 of the Companies Act, 2013 is not applicable to the Company. But however Company is committed to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and society.

Secretarial Audit for the FY 2015-16

In terms of Section 204 of the Companies Act, 2013, the rules made thereunder & other applicable provisions, if any, the company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company. Your Board of Directors has appointed M/s. A.K. Jain & Associates, Practicing Company Secretaries, Chennai for purpose of Secretarial Audit for the FY 2015-16 at the Board Meeting held on 29.05.2015.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report and contains one qualification for non-appointment of CFO for the Company. The copy of the Secretarial Audit report in MGT 3 is attached as an annexure to the Director's Report.

Reply to the qualification: The Company is taking necessary steps to appoint the Chief Financial Officer.

Re-appointment of Mr. Gaurav Jain, Chartered Accountant, Chennai as Internal Auditors & approved their Scope, Functions, Periodicity & Methodology

In terms of Section 138 of the Companies Act, 2013 & other applicable provisions, if any, Board of Directors at the Board Meeting held on 29.05.2015 has appointed Mr. Gaurav Jain, Chartered Accountant, and Chennai as Internal Auditors and further approved their Scope, Functions, and Periodicity & Methodology.

"Audit Committee"

In terms of Section 177 of the Companies Act, 2013 and other applicable provisions if any and as per the clause 49 of the Listing agreement the Audit committee comprises of 4 Directors out of which 3 are Non-Executive Independent Directors. The terms of reference of Audit Committee includes matters specified in section 177 of the Companies Act 2013 and Clause 49 of the Listing Agreement (as revised with effect from 1.10.2014). The Board has accepted all the recommendations of the audit committee made during the year

"Nomination & Remuneration Committee"

In terms of Section 178 of the Companies Act, 2013 & other applicable provisions, if any, Board of Directors at the Board Meeting held on 30.05.2014 has renamed the existing "Remuneration Committee" of the Board of Directors as "Nomination & Remuneration Committee". There was no change in the members of the Committee. The Policy of Nomination & remuneration committee were given in the corporate governance report.

"Stakeholders Relationship Committee"

In terms of Section 178 of the Companies Act, 2013 & other applicable provisions, if any, Board of Directors at their meeting held on 30.05.2014 renamed the existing "Investor Grievance & Share Transfer Committee" as "Stakeholders Relationship Committee".

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required under the Listing Agreement with the Stock Exchange is enclosed elsewhere in the Annual Report and forms part of 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.

Extract of Annual Return;

The details forming part of the extract of the Annual Return in form MGT-9 is annexed along with the Director's Report.

Particulars of Employees;

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excludingthe information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

Directors Responsibility Statement

Your Directors wish to inform that the Audited Accounts contains Financial Statements for the financial year ended 31st March, 2015 are in full conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly the form and substance of transaction carried out during the year and reasonably present your Company's financial conditions and result of operations.

Your Directors further confirm that in preparation of the Annual Accounts:

* The applicable accounting standards had been followed and wherever required, proper explanations relating to material departures have been given;

* The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 that period;

* Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* The Accounts have been prepared on a "going concern" basis.

* 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.

* 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

Acknowledgement and Appreciation

Your Directors would like to thank Company's Bankers - SBI, EXIM, DBS, DCB, BOC & IDBI for their continued support and they would also like to express their gratitude for the co-operation and assistance extended to the Company by its Customers, Suppliers, Technical Consultants, Contractors, Government and Local Authorities, etc. The Directors also wish to thank all its Shareholders for their unstinted support. The Directors would like to sincerely thank and 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 period under review.

On behalf of the Board of Directors For Bafna Pharmaceuticals Limited (CIN L24294TN1995PLC030698)

Place : Chennai Paras Bafna Bafna Mahaveer Chand Date: 29.05.2015 (DIN: 01933663) (DIN: 01458211) Whole Time Director Chairman & Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the Seventeenth Annual Report of your Company together with Audited Accounts for the Financial Year ended 31st March, 2012.

Financial Performance

The summarized Audited Financial Results for the year ended 31st March, 2012 along with comparative figures for the previous year is as under:

Rupees in Lakhs

PARTICULARS Standalone Consolidated 2012 2011 2012

Total Income 1250082.36 1019243.03 1301111.96

Total Expenditure 1136737.07 941314.95 1183049.62

Profit before Depreciation & Taxation 113345.29 77928.08 118062.34

Less: Depreciation 58380.11 27690.70 55034.44

Less: Exceptional Items 1311.28 0 1320.34

Profit before Tax 53653.90 50237.38 53714.10

Less: Provision for Taxation 10500.00 10658.90 10500.00

Less: Provision for Deferred Tax 22413.01 6096.57 24159.38

Minority Interest (Loss) - - (647.19) Profit after Tax for the year 20740.89 33481.91 18407.53

The Company's revenue for the year FY'12 is Rs.1250082.36 (Rs. '000) as against Rs.1019243.03 (Rs. '000) in FY'11 registering a YOY growth of 22.64%.

Awards & Achievements

IDMA - Gold Award - Quality Excellence Award

Category: Formulations Units - Companies with total annual turnover above Rs. 100 Crores Subsidiary Company & Consolidated Financial Results

The consolidated results of the Company comprise of M/s. Bafna Pharmaceuticals Limited and its subsidiary M/s. Bafna Lifestyles Remedies Limited. Consolidated Financial Statements for the year ended March 31, 2012 forms part of the Annual Report.

The consolidated financial statements prepared in accordance with Accounting Standard - 21 issued by the Institute of Chartered Accountants of India forming part of this Annual Report include the financial information of the subsidiary company.

A statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies is attached to the accounts.

Change in Capital Structure

Amount in Rs

Particulars 31.03.2012 31.03.2011

Authorized Capital 40,00,00,000 20,00,00,000

Issued, Subscribed & Paid up Capital 18,38,13,350 17,48,13,350

The company has allotted 9, 00,000 Equity shares on 13.01.2012.

Fixed Deposits

Your company has not accepted any deposits from the public during the year under report.

Dividend

Considering the resource requirements for working capital, the company wishes to conserve the resources and so your Directors do not recommend any dividend for the Financial Year.

Depository system

Company's shares are under compulsory demat mode and members are requested to dematerialize their share for operational convenience.

Directors

Shri. A. Sahasranaman and Shri.R. Dwarakanathan, Directors are liable to retire by rotation. They being eligible offer themselves for re-appointment.

Auditors

M/s. Abhay Jain & Co., Chartered Accountants, Chennai the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Cost Audit

The Board of Directors of the Company appointed M/s. Sivasubramanian & Co., Cost Accountants, as the Cost Auditor of the Company for audit of cost accounts relating to formulations the year ended 31st March 2012. The Cost Audit report for the year ended 31st March 2012 shall be submitted to the Central Government in due course.

Preferential Issue of Shares & Warrants

The company in accordance with Statutory provisions including SEBI {Issue of Capital and Disclosure Requirements} Regulations, 2009, Listing Agreement entered into with the Stock Exchange and with the approval of members has issued and allotted on 13th day of January, 2012, 9,00,000 Equity shares of Rs.10/- each at a premium of Rs.40/- per share and 25,00,000 warrants convertible into 25,00,000 Equity shares of Rs.10/- each at a premium of Rs.40/- per share. The aforesaid shares and warrants are subject to lock-in period as prescribed under SEBI Guidelines. With respect to allotment of warrants the company has received

25% of the warrant price on subscription and the balance issue price is payable upon exercise of the right to apply for Equity Shares within a period of 18 months from the date of issue of warrants.

The Statement of utilization of proceeds of 9,00,000 Equity shares and 25,00,000 warrants convertible into 25,00,000 Equity shares:

1. Nature of Issue

Issue of 9,00,000 Equity Shares of Rs.10/- each at a premium of Rs.40/- per share and 25,00,000 warrants convertible into 25,00,000 Equity Shares of Rs.10/- each at a premium of Rs.40/- on preferential basis as per SEBI {Issue of Capital and Disclosure Requirements} Regulations, 2009.

2. Size of the issue

9, 00,000 Equity Shares and 25, 00,000 warrants convertible into 25, 00,000 Equity Shares.

3. Aggregate amount of the issue size

Rupees in Lakhs

SI No Particulars Amount

1 9,00,000 Equity Shares 450.00

2 25,00,000 warrants convertible into 25,00,000 Equity Shares 312.50

TOTAL 762.50

4. Objects of the issue

To augment and achieve the long term plans of the Company and to meet the funds requirements for expansion, product and market diversification, brand acquisition(s), repayment of Term Loan(s) / Debt, working capital and general corporate purposes.

5. Utilisation of the issue Funds raised have been utilized as per the objects of the issue as stated below:

Rupees in Lakhs SI No Particulars Amount

1 For expansion 412.50

2 For working capital 350.00

TOTAL 762.50

Outstanding warrants

The Board of Directors allotted 23,18,000 warrants convertible into 23,18,000 equity shares on 17.03.2011; the said warrants are yet to be converted into Equity Shares. And further allotted 25,00,000 warrants convertible into 25, 00,000 equity shares on 13.01.2012, the said warrants are yet to be converted into Equity Shares.

Listing

The Company shares are listed at Bombay Stock Exchange Limited and the necessary Listing Fees have been paid to the stock exchange. The company has made an application to National Stock Exchange of India Limited for Listing the Equity Shares.

Revised Schedule VI

The revised Schedule VI has become applicable to the company for presentation of Financial Statements for the year ended 31st March, 2012 accordingly previous year / period figures have been regrouped / reclassified wherever necessary.

Particulars of employees

There are no employees covered under the provisions of Section 217(2A) of the Companies Act, 1956 and the Rules made there under. Therefore a statement giving particulars of employees in pursuance to the above referred section is not enclosed.

Foreign Exchange

Your company earned foreign exchange of Rs.385883.60 (Rs.'000) (previous year Rs.240451.23 (Rs.'000)) from exports and the foreign exchange outgo was Rs. 43012.41 (Rs.'000) (previous year Rs.34191.62 (Rs.'000)) on account of international travel and purchase of foreign currency during the year ended 31st March, 2012.

Human Resource, Industrial Relations, Environment, Occupational Health and Safety

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

During the economic downturn, the Human resources played a key role of strategic influencer, and in alignment with business goals, delivered on numerous initiatives. We believe that employee's engagement with higher expectations leads to maximum contributions. Acquisition and retention of talent continues to be a major thrust area. With an eye on long term, the company has begun several programmes and engages employees to enhance their knowledge / skills in line with company's goals.

As on 31st March, 2012 the number of employees were 358 including managerial staff.

Conservation of energy

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 company has taken few measures in relation to conservation of energy and technology absorption. In production process we are using steam boilers in addition to use of certain drying system. This together with other measures that are taken by the Company is expected to result in conservation of energy consumed and reduction in power and fuel charges.

Corporate Governance

The company has complied with the provisions of the Clause 49 of the Listing Agreement related to Corporate Governance except for placing of subsidiary details before Board & Audit Committee during September & December, 2011 quarter and the same were placed before the Audit committee & Board along with Audited Financial Results for March, 2012. Certificate from the Auditor is enclosed and forms part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required under the Listing Agreement with the Stock Exchange is enclosed and forms part of Annual Report.

Directors Responsibility Statement

Your Directors wish to inform that the Audited Accounts contains Financial Statements for the financial year ended 31st March, 2012 are in full conformity with the requirements of the Companies Act, 1956. They believe that the Financial Statements reflect fairly the form and substance of transaction carried out during the year and reasonably present your Company's financial conditions and result of operations.

Your Directors further confirm that in preparation of the Annual Accounts:

- The applicable accounting standards had been followed and wherever required, proper explanations relating to material departures have been given;

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 that period;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The Accounts have been prepared on a "going concern" basis.

Acknowledgement and Appreciation

Your Directors would like to thank Company's Bankers - State Bank of India, Export & Import Bank of India, DBS Bank & IDBI Bank for their continued support and they would also like to express their gratitude for the co-operation and assistance extended to the Company by its Customers, Suppliers, Technical Consultants, Contractors, Government and Local Authorities, etc. The Directors also wish to thank all its Shareholders for their unstinted support. The Directors would like to sincerely thank and 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 preview under review.

On behalf of the Board of Directors For Bafna Pharmaceuticals Limited

Paras Bafna Bafna Mahaveer Chand

Whole Time Director Chairman & Managing Director

Place: Chennai

Date : 30.05.2012

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Mar 31, 2011

The Shareholders,

The Directors have pleasure in presenting the Sixteenth Annual Report of your Company together with Audited Accounts for the Financial Year ended 31st March, 2011.

Financial Performance:

The summarized Audited Financial Results for the year ended 31st March, 2011 along

with comparative figures for the previous year is as under:

(Rupees in Lakhs)

Particulars 2010 2011

Total income 7600.05 10,435.85

Total Expenditure 7029.74 9,735.49

Profit before Depreciation & Taxation 570.31 700.37

Less: Depreciation 173.79 226.59

Profit before Tax 396.52 473.78

Less: Provision for Taxation 50.40 78.00

Less: FBT - -

Less: Provision for Deferred Tax 97.98 60.97

Profit after Tax for the year 248.13 334.80

The company's revenue for the FY '11 is Rs. 104.35 Crore as against Rs. 74.40 Crore in FY '10 registering a YOY growth of 36 %. Domestic sales contributed Rs. 77.42 Cr and exports contribute to Rs.23.87 Cr.

Awards and Achievements:

- Inauguration of State of Art Formulation R&D facility

- Receipt of Good Manufacturing Practices (GMP) approval from Ethiopia's Drug Administration and Control Authority (DACA)

- UK MHRA approval for Paracetamol & Loperimide tablets

- Approval from Australian Therapeutic Goods Administration (TGA) approval for manufacturing both prescription and non - prescription products

- Ghana FDA approval for hypertension drug

- Mr. Bafna Mahaveer Chand, Chairman & Managing Director, Bafna Pharma has been conferred with the National Level Entrepreneurship Excellence Award in the manufacturing sector from Small & Medium Business Development Chamber of India (SME Chamber of India)

- Bafna Pharma received IDMA Quality Excellence Silver Award 2010 - in the category of Formulation Units IDMA Award

- Shri. Bafna Mahaveer Chand, Chairman & Managing Director of the Company has received "Udyog Rattan Award" and the Company has received "Excellence Award" from the Institute of Economic Studies Delhi

Fixed Deposits:

Your Company has not accepted any deposits from the public during the year under report.

Dividend:

Considering the resource requirements for the planned activities particularly for product promotion for domestic brand building, other capital infrastructure, the company wishes to conserve the resources and so your Directors do not recommend any dividend for the Financial Year.

Listing:

The Company Shares are listed at Bombay Stock Exchange Limited and the necessary listing fees have been paid to the stock exchange. The Company has made an application to National Stock Exchange of India Limited for Listing its Equity Shares and awaiting its approval.

Depository System:

Company's Shares are under compulsory demat mode and members are requested to dematerialize their shares for operational convenience.

Directors:

Shri. V.Rajamani and Shri. Sunil Bafna, Directors retire by rotation. They being eligible, seek reappointment.

Auditors:

M/s. Abhay Jain & Co., Chartered Accountants, Chennai, the auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

Reply to auditor's remarks:

SI no Particulars Reply

1 Point No. 4(b) of Notes The company is taking steps to comply with the to Accounts provisions of the Gratuity Act.

Preferential Issue of Shares & Warrants:

To augment and achieve the long term plans of the Company and to meet the funds requirements for expansion, product & market diversification, brand acquisition, working capital and general corporate purposes, etc., the Company has in accordance with the Statutory provisions including SEBI {Issue of Capital and Disclosure Requirements} Regulations, 2009 any other Guidelines or Regulations of SEBI, Listing Agreement entered into with the Stock Exchange(s), where the shares of the Company are listed, and any other applicable laws/rules/regulations and with the approval of members at the Extra-Ordinary General Meeting held on 3rd day of January, 2011, has issued and allotted 15,00,000 Equity Shares of Rs.10/- each at a premium of Rs.37.30/- and 23,18,000 Warrants convertible into 23,18,000 Equity Shares of Rs.10/- each at a premium of Rs.37.30/- to promoters & others on preferential basis. The aforesaid Shares & Warrants are subject to lock-in period as prescribed under SEBI guidelines. With respect to allotment of warrants in terms of the said Guidelines these entities have paid 25% of the warrant price on subscription to the warrants and the balance issue price is payable upon exercise of the right to apply for the Equity Shares within a period of 18 months from the date of issue of the warrants.

The Statement of utilization of proceeds of 15,00,000 Equity Shares and 23,18,000 Warrants convertible into 23,18,000 Equity Shares:

1. Nature of Issue

Issue of 15,00,000 Equity Shares of Rs.10/- each at a premium of Rs.37.30/- and 23,18,000 Warrants convertible into 23,18,000 Equity Shares of Rs.10/- each at a premium of Rs.37.30/- to promoters / promoters group & others on preferential basis.

2. Size of the Issue

15,00,000 Equity Shares and 23,18,000 Warrants convertible into 23,18,000 Equity Shares.

3. Aggregate amount of the Issue

SI No Particulars Rs. (In lakhs)

1 15,00,000 Equity Shares 709

2 23,18,000 Warrants convertible 274 into 23,18,000 Equity Shares

TOTAL 983

4. Objects of the Issue

To augment and achieve the long term plans of the Company and to meet the funds requirements for expansion, product & market diversification, brand acquisition, working capital and general corporate purposes.

5. Utilization of the Issue

Funds have been utilized as per the objects of the issue a s stated below:

SI No Particulars Rs. (In lakhs)

1 RARICAP Brand Acquisition 707

2 Working Capital – RARICAP 276 marketing division

TOTAL 983

Particulars of Employees:

There are no employees covered under the provisions of section 217(2A) of the Companies Act, 1956 and the Rules made there under. Therefore a statement giving particulars of employees in pursuance to the above referred section is not enclosed.

Foreign Exchange:

Your Company earned foreign exchange of Rs.2404.51 lakhs (previous year Rs.2338.62 lakhs) from exports and the foreign exchange outgo was Rs. 341.92 lakhs (previous year Rs.164.66 lakhs) on account of international travel and purchase of foreign currency during the year ended 31st March, 2011.

Human Resources, Industrial Relations, Environment, Occupational Health and Safety:

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

During the economic downturn, the Human resources played a key role of strategic influencer, and in alignment with business goals, delivered on numerous initiatives. We believe that employee's engagement with higher expectations leads to maximum contributions. Acquisition and retention of talent continues to be a major thrust area. With an eye on long term, the company has begun several programmes and engages employees to enhance their knowledge / skills in line with Company's goals.

As on 31st March, 2011 the number of employees were 307 including managerial staff.

Conservation of Energy:

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 Company has taken few measures in relation to conservation of energy and technology absorption. In production process we are using steam boilers in addition to use of certain drying system. This together with other measures that are taken by the Company is expected to result in conservation of energy consumed and reduction in power and fuel charges

Corporate Governance:

The company has complied with the provisions of Clause 49 of the listing agreement related to Corporate Governance. This Annual Report carries a Section on the Corporate Governance and compliances.

Directors' Responsibility Statement:

Your Directors wish to inform that the Audited Accounts contains Financial Statements for the financial year ended 31st March, 2011 are in full conformity with the requirements of the Companies Act, 1956. They believe that the Financial Statements reflect fairly the form and substance of transactions carried out during the year and reasonably present your Company's financial conditions and results of operations.

Your Directors further confirm that in preparation of the Annual Accounts,

The applicable accounting standards had been followed and wherever required, proper explanations relating to material departures have been given,

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period,

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

The Accounts have been prepared on a "going concern" basis.

Acknowledgement and Appreciation:

Your Directors would like to thank Company's Bankers - State Bank of India, Export- Import Bank of India, Bank Of Ceylon and IDBI Bank for their continued support and they would also like to express their gratitude for the co-operation, and assistance extended to the Company by its Customers, Suppliers, Technical Consultants, Contractors, Government and Local Authorities etc., The Directors also wish to thank all its Shareholders for their unstinted support. The Directors would like to sincerely thank and 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 LTD.

Bafna Mahaveer Chand

Chairman & Managing Director

Date : 30.05.2011

Place: Chennai

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Mar 31, 2010

The Directors have pleasure in presenting the Fifteenth Annual Report of your Company together with Audited Accounts for the Financial Year ended 31St March, 2010.

Financial Performance:

The summarized Audited Financial Results for the year ended 31st March, 2010 along with comparative figures for the

previous year is as under: In INR lakhs

Particulars 2009 2010

Total income 4525.20 760O.05

Total Expenditure 4140.51 7029,74

Profit before Depreciation & Taxation 384.69 570.31

Less: Depreciation 137.16 173.79

Profit before Tax 247.53 396.52

Less: Provision for Taxation 28.31 50.40

Less: FBT 1.30 -

Less: Provision for Deferred Tax 111,17 97.98

Profit after Tax for the year 106.75 248.13



The companys revenue for the FY 10 is Rs. 76-00 crore as against Rs. 45.25 crore in FY 09 registering a YOY growth of 68%. The companys performance for this financial year is a clear indicator of the growth path that the company plans to achieve in the coming years. The revenue from UK market has contributed significantly to the growth in the revenue. The current 11 site variation approvals and the 6 in pipeline will continue to support this trend.

Awards and Achievements:

* International Organization for Standardization (ISO) certification renewed to ISO 9001:2008

* Indian Drug Manufacturers Association (IDMA) has Awarded Golden Quality Excellence Award 2009 for its Grantlyon Unit. World Health Organization (WHO) - GMP certificate has been Renewed

* Successful inaugural of Research & development wing on April 26th 2010

Fixed Deposits;

Your Company has not accepted any deposits from the public during the year under report.

Compliance Certificate:

As the Company has a Company Secretary in whole time employment, your company is not required to obtain Compliance Certificate in terms of Section 383(A) of the Companies Act, 1956.

Dividend:

Considering the resource requirements for the planned activities particularly Capital expenditures and product application for export, the company wishes to conserve the resources and so your Directors do not recommend any dividend for the Financial Year

Listing:

The Company Shares are listed at Bombay Stock Exchange Limited and the necessary listing fees have been paid to the stock exchange.

Depository System:

Companys Shares are under compulsory demat mode and members are requested to dematerialize their shares for operational convenience.

Directors:

Directors, Shri A. Sahasranaman and Shri R. Dwarakanathan, retire by rotation. They being eligible, seek reappointment.

The Board of Directors at their Meeting held on 26.04.2010 had re-appointed Shri Bafna Mahaveer Chandas Managing Director w.e.f 01,07.2010 and the Shareholders approval for his re-appointment is being sought at this General Meeting.

The Board of Directors at their Meeting held on 26.04.2010 had re-appointed Shri Paras Bafna as Whole Time Director w.e.f. 01.07.2010 and the Shareholders approval for his re-appointment is being sought at this General Meeting.

Auditors:

M/s. Abhay Jain & Co., Chartered Accountants, Chennai, the auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The replies to the observations of the Audit report are

SI No Particulars Reply 1 Point no(l)(a) of Annexure to Audit Report The company has updated the same subsequently*

2 Point no, 3(b) of Notes to Accounts The company is taking steps to comply with the provi sions of the Gratuity Act.

Particulars of Employees:

There are no employees covered under the provisions of section 217(2A) of the Companies Act, 1956 and the Rules made there under. Therefore a statement giving particulars of employees in pursuance to the above referred section is not enclosed.

Foreign Exchange:

Your Company earned foreign exchange of Rs.2293.62 lakhs (previous year Rs.1285.57 lakhs) from exports and the foreign exchange outgo was Rs 164.67 lakhs (previous year Rs.117.42 lakhs) on account of international travel and purchase of foreign currency during the year ended 31st March, 2010.

Human Resources, Industrial Relations, Environment, Occupational Health and Safety:

The directors would like to thank the employees for their constant support and contribution to the growth of the company, Continuous initiatives are undertaken to improve the support systems for better Human Resource management to face the challenges that may erupt during the robust growth phase of the company- The company enjoys good industrial relations in the areas, where the facilities and offices are situated. Also, the manufacturing units comply with all relevant government regulations relating to Environment, Safety and Health. We would like to add that no major incidents have occurred at any of our plants that have led to any environmental liabilities.

As on 31st March, 2010 the number of employees were 267 which includes managerial staff.

Conservation of Energy:

The Company is conscious of its responsibility to conserve the energy and has taken measures in relation to conservation of energy and technology absorption, for instance, the steam boilers and the use of certain drying system are used to conserve energy and reduce the fuel consumption during production.

Corporate Governance:

The company has complied with the provisions of Clause 49 of the listing agreement related to Corporate Governance* This Annual Report carries a Section on the Corporate Governance and compliances. (Enclosed as Annexure 1).

Directors Responsibility Statement:

Your Directors wish to inform that the Audited Accounts contains Financial Statements for the financial year ended 315t March, 2010 are in full conformity with the requirements of the Companies Act, 1956. They believe that the Financial Statements reflect fairly the form and substance of transactions carried out during the year and reasonably present your Companys financial conditions and results of operations.

Your Directors further confirm that in preparation of the Annual Accounts,

* the applicable accounting standards had been followed and wherever required, proper explanations relating to material departures have been given,

* the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so asto 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 that period,

* proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities,

* the Accounts have been prepared on a "going concern" basis.

Acknowledgement and Appreciation:

Your Directors would like to thank Companys Bankers - State Bank of India, for their continued support and they would also like to express their gratitude for the co-operation, and assistance extended to the Company by its Customers, Suppliers, Technical Consultants, Contractors, Government and Local Authorities etc.,. The Directors also wish to thank all its Shareholders for their unstinted support- The Directors would like to sincerely thank and 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

Bafna Mahaveer Chand

Chairman & Managing Director

Date:28/05/2010

Place: Chennai