2. DIVIDEND:

Considering the current business situation and since company has incurred losses, your Board of Directors did not recommended any dividend for financial year 2024- 25.

3. FINANCIAL PERFORMANCE:

During the financial year company's topline was improved by Rs. 45 Crores in-spite of working Capital constraints. There was dip in bottom-line by Rs. 4.07 Cr due to inflationary impact in cost of goods sold and overheads. The Company has transferred it's Leasehold rights in respect of MIDC Industrial plot no. C13/16, Road no. 16T, Wagle Industrial Estate, Thane, Maharashtra (Thane Flexible PVC plant) vide "Deed of Assignment" dated 27th January, 2025 at an agreed consideration. The proceeds received from the transfer of leasehold rights of said plot was utilized for the purpose of repaying partial long term debt to the Consortium bank members, one-time relocation expenses and fixed costs for creating new infrastructure at new location i.e. Shed no. B-08C, ESR Industrial & Logistics Park, Village Usatane, Khoni-Taloja Road, Ambernath, Distt. Thane. All the men and machines have been transferred at new location as on-going basis.

4. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;
2. Appropriate accounting policies have been selected and applied consistently. The accounting estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the Loss of the Company for the year ended March 31, 2025.
3. Proper and sufficient care have 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.
4. The annual accounts have been prepared on a going concern basis.
5. The Company has laid down internal financial controls to be followed and that such financial controls are adequate and effective; and f. The Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and effective.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Nitin Joshi (DIN:6814444), Independent Director completed his second term as an Independent Director and consequently, ceased to be an Independent Director of the Company with effect from the close of business hours on September 25, 2024.

Mr. Siddharth Shetye (DIN:6943119), Independent Director completed his second term as an Independent Director and consequently, ceased to be an Independent Director of the Company with effect from the close of business hours on September 25, 2024.

Mr. Kavaseri R Viswanathan (DIN:10705264) was appointed as an Additional Director (Non-Executive Independent) of the Company for a term of 5 (Five) years with effect from September 04, 2024 and upto September 03, 2029 on the recommendation of the Nomination & Remuneration Committee (‘NRC') and the Board of Directors and further approved by the Shareholders of the Company at their General Meeting held on 26.09.2024.

Mr. Pramod Toshniwal (DIN:10441634) was appointed as an Additional Director (Non-Executive Non-Independent), liable to retire by rotation of the Company with effect from September 04, 2024 on the recommendation of Nomination and Remuneration Committee and the Board of Directors and further approved by the Shareholders of the Company at their General Meeting held on 26.09.2024.

The following changes have been made to the Key Management Personnel of the Company during the year :

There was change of role of Mr. Pritam Paul, as the "Vice-President & Company Secretary & Business Head Flexible PVC" and thereby resigning from the position of "Chief Financial Officer & Company Secretary" of the Company w.e.f. 25.10.2024.

Mr. Guman Mal Jain was appointed as the "Chief Financial Officer" of the Company w.e.f. 26.10.2024.

In terms of Section 152 of the Companies Act, 2013, Mr. Pramod Toshniwal, Director is liable to retire by rotation at the ensuing Annual General Meeting and offers himself for re-appointment.

The Independent Directors have submitted their "Declaration of Independence", as required pursuant to Section 149 (7) of the Companies Act, 2013, and Listing Regulations, stating that they meet the criteria of independence as provided therein.

6. EVALUATION OF THE BOARD'S PERFORMANCE:

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with Listing Regulations, the performance evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder, a separate meeting of the Independent Directors was held on February 11, 2025 without the attendence of Non-Independent Directors and Company executives. The Independent Directors discussed matters pertaining to the Company's affairs and functioning of the Board and presented their views.

7. INFORMATION ABOUT SUBSIDIARY/JV/ ASSOCIATE COMPANY

To expend Company's footprint on European and North American market so that company can cater and increase customers base at both markets, The Company had set up a 100% Subsidiary company in the name of M/s. Bilcare Research Gmbh at Lindenstr. 15, 60325 Frankfurt/M., Germany and has subscribed Rs. 0.22 Cr. towards acquiring 25,000 Shares (100%) of Euro 1/- each in the said subsidiary. This will help to grow our business in both the markets.

Consolidated financial statement of the Company are inclusive of results of the subsidiary. Copies of Annual account and related information can be sought by any member of the Company by making written request to the company. Above information is available for inspection at the Registered office of the company and also at the web-site of the company. A statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC-1 is presented in a separate section forming part of the financial statement.

8. CONSERVATION OF ENERGY:

Details relating to the Conservation of Energy and Technology absorption and foreign exchange earnings and outgoings as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure I forming part of the Directors' Report.

9. CORPORATE GOVERNANCE:

In terms of Listing Regulations and Companies Act, 2013, a report on the Corporate Governance along with a certificate from the Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report are given in Annexure II and III respectively, to this report.

The Company has Corporate Social Responsibility Policy as per the Provisions of Companies Act, 2013 and Rules made thereunder and is available on the website of the Company www.bilcare.com. The Annual Report on CSR activities is annexed as Annexure - IV.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness in the design or operation were observed.

Under the vigil mechanism of the Company, by way of a whistle blower Policy, protected disclosure can be made by a whistle blower to the Managing Director. The Whistle Blower Policy may be accessed on the Company's website www.bilcare.com.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace and formed a committee to address the complaints in this regard.

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

During the financial year 2024-25, no complaints were received in this regard.

At the Seventy-fourth (74^th) Annual General Meeting (AGM) held on September 30, 2020, M/s. Batliboi & Purohit, Chartered Accountants (Firm Reg. No 101048W), were appointed as the Statutory Auditors of the Company to hold office for five years, from the conclusion of the Seventy-fourth (74^th) AGM until the conclusion of Seventy-Ninth (79^th) AGM of the Company to be held in the year 2025.

At the Seventy Seventh (78^th) Annual General Meeting (AGM) held on September 26, 2024, M/S. Dhananjay V Joshi & Associates, Cost Accountants (Firm Reg. No 000030), were appointed as Cost Auditors of the Company, for conducting the audit of cost records of the Company for the financial year 2024-25.

The Board had appointed M/s DVD & Associates, Practising

Company Secretaries, to carry out Secretarial Audit under the provisons of Section 204 of the Companies Act, 2013 for the financial year 2024-25.

The Report of the Secretarial Auditor pursuant to Section 204(1) of the Companies Act, 2013 and the rules made thereunder is given in Annexure VI to this report.

All the recommendations made by the Audit Committee were accepted by the Board.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure - V to this Report. A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as a separate annexure forming part of this Report. However, the Annual Report is being sent to the members excluding the said annexure. The said information is available for electronic inspection during working hours and any member interested in obtaining such information may write to the Company Secretary or Registrar and Transfer Agent, and the same will be furnished on request.

Draft Annual Return in form MGT 7 has been uploaded on the website of the Company www.bilcare.com

The Board of Directors met 9 (Nine) times during the year 2024-25. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

All the related party transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis and are in compliance with the applicable provisions of the Act and the Listing Regulations. All the related party transactions were presented to the Audit Committee for their recommedations to the Board.

Such transactions form part of the notes to the financial statements provided in this Annual Report.

Accordingly, the disclosure of RPT's as required under the provisions of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

The related party transaction policy is available website of the Company www.bilcare.com.

Particulars of loan given are provided in the Note No 6, 7, 8, 17 to the notes on financial statements.

The industrial relations remained cordial during the year in respect of Nashik & Pune Plant. In view of the relocation of Plant situated at Wagle Industrial Estate at MIDC Thane to Taloja ESR Industrial & Logistics Park location, the Company entered into a "Memorandum of Settlement dated 28.05.2024" with the Union and issued side letter dated 04.12.2024, addressed to the Union and duly agreed and acknowledged by the Union on 05.12.2024 as a comprehensive closure of the relocation matter.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year: Nil

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Not applicable

Changes in Capital, if any: The Company has issued and allotted 48,00,000 warrants, convertible into equivalent number of equity shares in one or more tranches having face value of Rs. 10/- each at a premium of Rs. 190/- per share aggregating to Rs. 96 crores to Bilcare Limited on a preferential basis. 25% of Issue price i.e. 24 crores have been received upfront on allotment of warrants and balance 75% is receivable on conversion of warrants in to Equity shares. Out of the above 48,00,000 warrants, company has converted 14,90,000 warrants into equivalent number of equity shares on receipt of balance 75% of issue price, during the quarter ended March 31, 2025. During the year, the Company has redeemed 4,63,50,000 0.1% Redeemable Preference Shares (RPS) of Rs 10/- each issued to Bilcare Limited and the same stands reduced to the equivalent amount. The Company has paid dividend @ 0.1% on RPS during the quarter ended March 31, 2025.

Following is the status of Equity Shares, Preference Shares and Share Warrants as on 31. 03.2025:-

The Board wishes to place on record its appreciation of the services rendered by the employees of the Company. The Board also wishes to thank the Bankers for their continued co-operation and assistance extended by them.

Chairperson & Managing Director Place: Pune

Executive Director Place: Pune