Your Directors present their 79^th (Seventy Nineth) Annual
Report on the business and operations of the Company
together with the audited accounts for the financial year
ended March 31, 2025.

1. FINANCIAL RESULTS:

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:

a. In the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanations relating to material
departures, wherever applicable;

b. 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.

c. 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.

d. The annual accounts have been prepared on a going
concern basis.

e. 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:

The following changes have been made to the
Board of Directors of the Company during the year :

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.

Re-appointment of a Director liable to retire by
rotation:

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.

Independent Director(s) Declaration:

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.

10. CORPORATE SOCIAL RESPONSIBILITY
(CSR):

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.

11. INTERNAL FINANCIAL CONTROL:

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.

12. VIGIL MECHANISM:

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.

13. SEXUAL HARASSMENT MECHANISM:

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.

14. AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITOR:

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.

COST AUDITOR:

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.

SECRETARIAL AUDITOR:

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.

15. DISCLOSURES:

(a) AUDIT COMMITTEE:

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

(b) PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

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.

(c) EXTRACT OF ANNUAL RETURN:

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

(d) NUMBER OF BOARD MEETINGS:

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.

(e) RELATED PARTY TRANSACTIONS:

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.

(f) PARTICULARS OF LOAN GIVEN, INVESTMENT
MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED:

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

16. INDUSTRIAL RELATIONS:

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.

17. OTHER DISCLOSURES

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:-

17. ACKNOWLEDGEMENT:

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.

On behalf of the Board of Directors

Ankita J. Kariya

Chairperson & Managing Director
Place: Pune

Somenath Mukherjee

Executive Director
Place: Pune

Dated: August 11, 2025