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DIRECTOR'S REPORT

Bliss GVS Pharma Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 1861.54 Cr. P/BV 1.84 Book Value (₹) 95.67
52 Week High/Low (₹) 191/106 FV/ML 1/1 P/E(X) 22.08
Bookclosure 24/07/2025 EPS (₹) 7.99 Div Yield (%) 0.28
Year End :2025-03 

The Board of Directors is pleased to submit its report on the performance of the Company along with the audited standalone
and consolidated financial statements for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

Standalone

Consolidated

Particulars

Year ended

Year ended

Year ended

Year ended

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

Gross Total revenue

70,342.11

63,896.02

84,621.97

79,898.23

Profit before tax and exceptional item

9,417.11

11,134.38

12,563.92

14,606.81

Profit for the year (after tax and attributable
to shareholders)

6,896.87

5064.49

9,025.53

8,157.79

Other Comprehensive Income for the year
(not to be reclassified to P&L)

(55.72)

(15.36)

(56.84)

(17.26)

Other Comprehensive Income for the year
(to be reclassified to P&L)

-

-

(177.72)

472.11

Surplus brought forward from the last
balance sheet

89,257.20

84,618.08

88,699.01

81,492.43

Profit available for appropriation

96,211.26

89,778.32

97,185.35

89,220.13

Appropriations:

Dividend

524.84

521.12

524.84

521.12

Tax on Dividend

-

-

-

-

Surplus carried forward

95,686.42

89,257.20

96,660.51

88,699.01

2. OVERVIEW OF FINANCIAL PERFORMANCE:

During the financial year ended March 31, 2025, the
Company's total revenue from operations including
other income on a standalone basis was H 70,342.11 Lakh
as compared to H 63,896.02 Lakh in the previous year.

During the financial year ended March 31, 2025,
the Company and its subsidiary's total consolidated
revenue from operations including other income on a
consolidated basis increased to H 84,621.97 Lakh as
against H 79.898.23 Lakh in the previous year.

During the financial year ended March 31, 2025,
Standalone Profit before Tax and Exceptional item
decreased to H 9,417.11 Lakh as against H 11,134.38 Lakh
in the previous year whereas Consolidated Profit before
Tax and Exceptional item decreased to H 12,563.92 Lakh
as against H 14,606.81 Lakh in the previous year.

The Standalone Net Profit for the financial year ended
March 31, 2025, increased to H 6,896.87 Lakh as
against H 5,064.49 Lakh in the previous year while the
Consolidated Net Profit increased to H 9,025.53 Lakh as
against H 8,157.79 Lakh in the previous year.

3. STATE OF COMPANY'S AFFAIRS AND
FUTURE OUTLOOK:

The last financial year was a decent year for the
Company in terms of financial performance. Our

strategic focus for the future is centered on building
enduring capabilities that will propel us toward
long-term growth, innovation, and resilience. In FY
2025, we made meaningful progress across several
fronts that strengthen our foundation and position us
for the next phase of our journey.

The successful commissioning of an additional 2.5 MW
solar capacity in Q4 FY 2025 reflects our commitment
to sustainability and operational efficiency. By further
reducing our carbon footprint and energy costs, we
are building energy resilience and aligning with global
ESG expectations.

As we move forward, we remain focused on investing
in product innovation, infrastructure, talent, and
digitalization. By building these capabilities today, we
are ensuring that Bliss GVS is well-equipped to navigate
industry challenges, capture new opportunities, and
create lasting value for all stakeholders.

For more information on the Business overview and
outlook and state of the affairs of the Company has
been provided in detail in the Management Discussion
& Analysis Report.

4. CHANGE IN THE NATURE OF BUSINESS,
IF ANY:

There was no change in the nature of business of the
Company or any of its subsidiaries during the year.

5. SHARE CAPITAL:

The paid-up Equity Share Capital of the Company
as on March 31, 2025, is
H 10,53,70,272/- (Rupees
Ten Crores Fifty-Three Lakh Seventy Thousand Two
Hundred and Seventy-Two Only). Out of the total paid-
up share capital of the Company, 35.29% is held by the
Promoter & Promoter Group in fully dematerialized
form and the balance of 64.71% is held by persons
other than Promoter and Promoter Group, out of which
the majority is in dematerialized form.

During the year, the Company has issued 6,79,450
equity shares under Bliss GVS ESOP 2019.

Further, during the year under review, the Company
has neither issued shares with differential rights as to
dividend, voting, or otherwise nor has issued sweat
equity under any scheme. Further, none of the Directors
of the Company holds investments convertible into
equity shares of the Company as on March 31, 2025.

6. DIVIDEND:

The Board of Directors at their meeting held on May
12, 2025, has recommended a Final Dividend of
H 0.50
paisa (i.e 50%) per equity share of
H 1/- each for the
year ended March 31, 2025, subject to the approval of
the shareholders at the ensuing 40th Annual General
Meeting ('40th AGM') of the Company. The dividend
payout will be done in compliance with applicable SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('SEBI Listing Regulations') &
Companies Act, 2013 ('the Act').

In view of the changes made under the Income-Tax
Act, 1961, by the Finance Act, 2020, the dividend paid
or distributed by the Company shall be taxable in the
hands of the members. Accordingly, the Company shall
make the payment of the Dividend after the deduction
of tax at source to the members.

In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, ('SEBI
Listing Regulations') the Board of Directors of the
Company (the 'Board') formulated and adopted the
Dividend Distribution Policy (the 'Policy').

The Policy of the Company is available on the
Company's website and can be accessed at
https://
www.blissgvs.com/policies-and-codes1/.

7. TRANSFER TO RESERVES:

The Company has not transferred any amount to the
Reserve for the financial year ended March 31, 2025.

8. DEPOSITS:

The Company has not accepted any deposits from the
public/ members during the year under review within the

meaning of sections 73 and 74 of the Companies Act,
2013 read together with the Companies (Acceptance of
Deposits) Rules, 2014, and accordingly, no amount on
account of principal or interest on public deposits was
outstanding as on March 31, 2025.

9. MATERIAL CHANGES AND COMMITMENT,
IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

There are no material changes and commitments
that affect the financial position of the Company that
have occurred between the end of the financial year
to which the financial statements relate and the date
of this report, other than those already mentioned
in this Report.

10. SUBSIDIARIES:

As on March 31, 2025, the Company has 2
wholly-owned subsidiaries, 1 partly-owned subsidiary,
and 3 step-down subsidiaries. The Company does not
have any joint venture/associate company(ies) within
the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to the first proviso to Section 129(3) of
the Act and Rule 5 and Rule 8(1) of the Companies
(Accounts) Rules, 2014, the salient features of financial
statements, performance, and financial position of
each of the subsidiaries are given in
"Form AOC-1" as
‘Annexure-T to this Report.

In accordance with the third proviso of Section 136(1)
of the Companies Act, 2013, the Annual Report of
the Company, containing therein its standalone and
consolidated financial statements together with
relevant documents has been placed on the website
of the Company
www.blissgvs.com. Further, as per
the fourth proviso of the said section, the audited
annual accounts of each of the subsidiary companies
have been placed on the website of the Company,
http://www.blissgvs.com/investors/financials/
financial-subsidiaries/
.

The Company has a policy for determining material
subsidiaries and the same is available on the
Company's website at
http://www.blissgvs.com/
policies-and-codes1/.

11. INVESTOR EDUCATION AND PROTECTION
FUND ("IEPF"):

Pursuant to the applicable provisions of the Companies
Act, 2013, read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (
"the IEPF
Rules"
), all unpaid or unclaimed dividends are
required to be transferred by the Company to the
IEPF established by the Government of India, after
the completion of seven years. Further, according to
the IEPF Rules, the shares on which dividend has not
been paid or claimed by the shareholders for seven

consecutive years or more shall also be transferred to
the Demat account of the IEPF Authority.

During the year, the Company has transferred a total
unclaimed and unpaid final dividend of H 19,71,958 for
the F.Y. 2016-17 (Final) to IEPF Authority. Further,
81,807 corresponding shares on which dividends were
unclaimed for seven consecutive years were transferred
to the IEPF Authority as per the requirements of
the IEPF Rules.

Year-wise amounts of unpaid/unclaimed dividends
standing in the unpaid account up to the year, and the
corresponding shares, which are liable to be transferred
are provided in the Corporate Governance Report
and are also available on the Company's website at
www.blissgvs.com.

12. EMPLOYEE STOCK OPTION PLAN ('ESOP'):

The Company has in force the Employee Stock Option
Plan ("ESOP 2019") to reward the employees for
their loyalty and contribution to the Company and to
motivate them to keep contributing to the growth and
profitability of the Company. The Company also intends
to use this ESOP, 2019 to attract and retain talent in
the Company and to give its employees co-ownership.
During the year, there have been no material changes
made to the scheme. The ESOP scheme of the Company
is in compliance with the Securities and Exchange
Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021.

The applicable disclosure prescribed under the said
Regulations with regard to the ESOP Scheme as of
March 31, 2025 is available on the website of the
Company at
www.blissgvs.com.

13. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

Director liable to Retirement by Rotation

Mrs. Vibha Gagan Sharma (DIN: 02307289),
Whole-Time Director of the Company, is liable to
retire by rotation at the ensuing 40th AGM pursuant
to the provisions of Section 152 of the Act read with
the Companies (Appointment and Qualification of
Directors) Rules, 2014 and the Articles of Association
of the Company and being eligible offers herself
for re-appointment, on the recommendation of the
Nomination & Remuneration Committee and Board of
Directors of the Company.

Particulars in pursuance of Regulation 36 of the SEBI
Listing Regulations read with Secretarial Standard -
2 on General Meetings relating to Mrs. Vibha Gagan
Sharma is given in the Notice of 40th AGM.

During the year, following are the changes in Directors
and Key Managerial Personnel of the Company.

Completion of Tenure of Mr. Subramanian
Ramaswamy Vaidya (DIN: 03600249) as a Non¬
Executive Independent Director of the Company.

Mr. Subramanian Ramaswamy Vaidya (DIN: 03600249)
has completed his second and final term as a Non¬
Executive Independent Director with the Company.
As a result, he ceased to be a Director and Chairman
of the Company w.e.f. close of business hours on
August 27, 2024.

Appointment of Mr. Nandkumar Kashinath Chodankar
(DIN: 02736718) as a Non-Executive Independent
Director of the Company.

Mr. Nandkumar Kashinath Chodankar (DIN: 02736718)
has been appointed as a Non-Executive Independent
Director of the Company for the first term of five (5)
consecutive years w.e.f. June 22, 2024, not liable to retire
by rotation which was duly approved by the shareholders
in 39th Annual General Meeting held on July 25, 2024.

Re-appointment of Ms. Shilpa Bhatia (DIN:
08695595) as a Non-Executive Independent Director
of the Company.

Ms. Shilpa Bhatia (DIN: 08695595) has been appointed
as a Non-Executive Independent Director of the
Company for the Second term of five (5) consecutive
years w.e.f. February 11, 2025, not liable to retire by
rotation which was duly approved by the shareholders
in 39th Annual General Meeting held on July 25, 2024.

Key Managerial Personnel

Re-appointment of Mr. Gagan Harsh Sharma (DIN:
07939421) as a Managing Director of the Company.

Mr. Gagan Harsh Sharma (DIN: 07939421) has been
re-appointed as a Managing Director of the Company
for period of 3 years with effect from May 11, 2024, not
liable to retire by rotation which was duly approved by
the shareholders in 39th Annual General Meeting held
on July 25, 2024.

Re-appointment of Dr. Vibha Gagan Sharma (DIN:
02307289) as a Whole -Time Director of the Company.

Dr. Vibha Gagan Sharma (DIN: 02307289) has been
re-appointed as a Whole -Time Director of the Company
for period of 3 years with effect from January 27, 2025,
liable to retire by rotation which was duly approved by
the shareholders in 39th Annual General Meeting held
on July 25, 2024

Re-appointment of Mrs. Shruti Vishal Rao (DIN:
00731501) as a Whole -Time Director of the Company.

Mrs. Shruti Vishal Rao (DIN: 00731501) has been
re-appointed as a Whole -Time Director of the Company
for period of 3 years with effect from April 01, 2025,
liable to retire by rotation which was duly approved by
the shareholders in 39th Annual General Meeting held
on July 25, 2024

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration
from each Independent Director under Section 149 (7)
of the Companies Act, 2013 that they meet the criteria
of independence laid down in Section 149 (6) of the
Companies Act, 2013 along with a declaration received
pursuant to sub-rule (3) of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014. They have also furnished the declaration pursuant
to Regulation 25(8) of the SEBI Listing Regulations
affirming compliance to the criteria of Independence
as provided under Regulation 16(1)(b) of the SEBI
Listing Regulations.

Based on the declarations and confirmations of the
Independent Directors and after undertaking the due
assessment of the veracity of the same, the Board of
Directors recorded their opinion that all the Independent
Directors are independent of the Management and
have fulfilled all the conditions as specified under the
governing provisions of the Companies Act, 2013 and
the SEBI Listing Regulations.

Further, the Independent Directors have also
confirmed that they have complied with the Company's
code of conduct.

15. BOARD MEETINGS:

The Board met Four (4) times during the financial year
2024-25. The maximum gap between any two Board
Meetings did not exceed one hundred and twenty days.
The details of the meetings and attendance of directors
are furnished in the Corporate Governance Report
which forms part of the Annual Report and is attached
as an
‘Annexure-VIII‘ to this Board's Report.

16. COMMITTEES OF THE BOARD:

In accordance with the applicable provisions of the
Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Board had the following Five (5) Committees as on
March 31, 2025:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Corporate Social Responsibility Committee;

• Risk Management Committee.

A detailed update on the Board, its committees,
its composition, detailed charter including terms
of reference of various Board Committees, number
of committee meetings held, and attendance of
the directors at each meeting is provided in the
Corporate Governance Report, which forms part of
this Annual Report.

17. EVALUATION OF PERFORMANCE OF

THE BOARD, ITS COMMITTEES, AND

INDIVIDUAL DIRECTORS:

Pursuant to applicable provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, the Board,
in consultation with its Nomination & Remuneration
Committee, has formulated a framework containing,
inter-alia, the process, format, attributes, and criteria
for performance evaluation of the entire Board of the
Company, its committees and individual directors,
including Independent Directors. The evaluation process
inter-alia considers attendance of Directors at Board
and Committee meetings, acquaintance with business,
communicating inter-se board members, effective
participation, domain knowledge, compliance with code
of conduct, vision and strategy, etc., which complies
with applicable laws, regulations, and guidelines. The
performance of each Committee was evaluated by the
Board, based on the report of evaluation received from
respective Board Committees.

The criteria for performance evaluation are broadly
based on the Guidance Note issued by SEBI on Board
Evaluation which included aspects such as the structure
and composition of Committees, the effectiveness of
Committee Meetings, etc. Board evaluation processes,
including in relation to the Chairman, individual
directors, and committees, constitute a powerful
and valuable feedback mechanism to improve Board
effectiveness, maximize strengths, and highlight areas
for further development.

The criteria for Evaluation of Performance has been
disclosed in the policy for Evaluation of the Board of
Directors which is hosted on the Company's website
at
http://www.blissgvs.com/policies-and-codes1/.
The performance evaluation is conducted in the
following manner:

• Performance evaluation of the Board, Chairman,
Managing Director, Non-Executive Director,
and Executive Director is conducted by the
Independent Directors;

• Performance evaluation of the Committee is
conducted by the Board of Directors;

• The performance evaluation of Independent
Directors is conducted by the entire Board
of Directors.

The Independent Directors met separately on January
28, 2025, without the presence of Non-Independent
Directors and the Members of Management and
discussed, inter-alia, the performance of Non¬
Independent Directors and Board as a whole and the
performance of the Chairman of the Company after
taking into consideration the views of Executive and
Non-Executive Directors. The Directors expressed their
satisfaction with the evaluation process.

The Board of Directors of the Company is of the opinion
that all the Independent Directors of the Company
possess the highest standard of integrity, relevant
expertise, and experience required to best serve the
interest of the Company.

18. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and
Regulation 19 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, and on the
recommendation of the Nomination and Remuneration
Committee, the Board has adopted the Nomination &
Remuneration Policy for selection and appointment
of Directors, Senior Management including Key
Managerial Personnel (KMP) and their remuneration.
The details of the Remuneration Policy are stated in
the Corporate Governance Report. The details of this
policy have been placed on the website of the Company
at
http://www.blissgvs.com/policies-and-codes1/.

19. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Pursuant to Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Management Discussion and Analysis Report
(
'MDAR') forms part of the Annual Report and is annexed
herewith as
‘Annexure-VIT to this Board's Report.

20. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013,
a copy of the annual return for the FY 2023-24 has
been placed on the website of the Company at
https://
blissqvs.com/investors/shareholder-information/
annual-return/.

The annual return of 2024-25 will be placed post
completing Annual filings.

21. FAMILIARISATION PROGRAM FOR THE
INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation
25(7) of the SEBI Listing Regulations, the Company
has put in place a Familiarization Program for the
Independent Directors to familiarize them with the
Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company
operates, business model, etc. The details of the training
and familiarization program have been provided under
the Corporate Governance Report. Further, at the time
of the appointment of an independent director, the
Company issues a formal letter of appointment outlining
his/her role, function, duties, and responsibilities.
Details of the Familiarization Program conducted are
available on the Company's website at
http://www.
blissgvs.com/policies-and-codes1/.

22. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest
standards of Corporate Governance and adheres to the
Corporate Governance requirements set out by the
Securities and Exchange Board of India ("SEBI"). The
Company has also implemented several best governance
practices. We also endeavor to enhance long-term
shareholder value and respect minority rights in all our
business decisions. The report on Corporate Governance
as per Regulation 34 (3) read with Para C of Schedule
V of the Listing Regulations forms part of the Annual
Report and is annexed herewith as
'Annexure-VIII.
A certificate from the Secretarial Auditor of the
Company confirming compliance with the conditions
of Corporate Governance is attached to the report on
Corporate Governance.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Company's CSR initiatives and activities are aligned
to the requirements of Section 135 of the Act.

The brief outline of the Corporate Social Responsibility
(CSR) policy of the Company and the initiatives
undertaken by the Company on CSR activities during the
year are set out in
'Annexure-III' of this Board's report
in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014. The CSR
policy is available on the website of the company at
https://blissgvs.com/policies-and-codes1/.

24. AUDIT REPORTS AND AUDITORS:

Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered
Accountants, (Firm's Regn. No. 104607W/W100166), were
re-appointed as the Statutory Auditors of the Company
for a second term for a period of five consecutive years
from the conclusion of the 37th Annual General Meeting
till the conclusion of the 42nd Annual General Meeting
to be held in the financial year 2027-28.

The requirement for the annual ratification of auditors'
appointment at the AGM has been omitted pursuant
to the Companies (Amendment) Act, 2017, notified
on May 7, 2018.

The auditors have confirmed their eligibility limits
as prescribed in the Companies Act, 2013, and that
they are not disqualified from continuing as Auditors
of the Company.

The Auditors' Report for the financial year ended March
31, 2025, on the financial statements of the Company
forms a part of this Annual Report. There is no
qualification, reservation, adverse remark, disclaimer,
or modified opinion in the Auditors' Report, which calls
for any further comments or explanations.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act
read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, M/s. AVS & Associates, Practicing Company
Secretaries were appointed to conduct the Secretarial
Audit of the Company for the financial year 2024¬
2025. The Secretarial Audit Report in
Form No. MR -3
for the financial year ended March 31, 2025, is annexed
herewith as
'Annexure-VI‘ to this Board's Report.

The Secretarial Audit Report contains the
following observations:

No

Observation

Reply to Observation

1.

The Company

The delay in submitting

submitted

the disclosure regarding

the disclosure

the order for suspension of

pertaining to the

the FDA license was due

suspension order of

to the fact that the order

the FDA license for

was issued in a vernacular

its Tablet Division at

language, which resulted

the Palghar unit with

in a delay in interpretation

a delay of one day.

and internal dissemination

Additionally, the

of the information within the

disclosure regarding

prescribed timelines. Further,

the cessation of a

the delay in submitting

Senior Management

the disclosure regarding

Personnel, in

the cessation of the Senior

accordance with

Management Personnel was

the Company's

an unintentional oversight.

superannuation

The Company has since

policy, was

taken corrective steps to

submitted to the

strengthen its internal

stock exchanges

processes and ensure timely

with a delay of

compliance with regulatory

fifteen days.

requirements going forward.

2

The Company

The Company believes that

obtained

it has complied with all

shareholders'

applicable requirements of

approval for the

the SEBI (LODR) Regulations,

appointment of

2015. It understands that the

Mr. Nandkumar

variation in interpretation of

Kashinath

Regulation 17(1A) arose due

Chodankar as a

to ambiguity in the provision

Non-Executive

itself, which was subsequently

Independent

clarified by SEBI through

Director at its

the SEBI (LODR) (Third

39th AGM instead

Amendment) Regulations,

of prior approval

2024 dated December 12,

as required

2024. Without prejudice to its

under Regulation

rights and contentions, and in

17(1A) of the

accordance with the decision

SEBI (LODR)

of the Board of Directors at

Regulations, 2015.

their meeting held on October
24, 2024, the Company has
paid the fine imposed by BSE
and NSE.

Internal Auditors

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 and rules made there under
(including any amendment(s), modification(s),
or re-enactment(s) thereof for the time being in
force), the Board of Directors of the Company, on
the recommendation of Audit Committee, at their
meeting held on May 12, 2025 have re-appointed
M/s. BDO India LLP, a Chartered Accountant having
LLP Registration No. AAB-7880 as Internal Auditors
of the Company for the Financial Year 2025-2026, to
conduct Internal Audit of the Company.

Cost Audit

The Company is required to maintain Cost Records as
specified by the Central Government under Section
148(1) of the Companies Act, 2013 read with Rule 3 of
the Companies (Cost Records and Audit) Rules, 2014,
and accordingly, such accounts and records are made
and maintained by the Company.

In accordance with Rule 4 of the Companies (Cost
Records and Audit) Rules, 2014, the requirement
for cost audit shall not apply to the Company as its
revenue from exports, in foreign exchange, exceeds
seventy-five percent of its total revenue.

25. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act,
2013 and SEBI Listing Regulations, your Company
has formulated a Policy on Related Party Transactions
which is also available on the Company's website at
http://www.blissgvs.com/policies-and-codes1/.

All related party transactions are placed before the
Audit Committee for its review and approval. Prior/
omnibus approval of the Audit Committee is obtained on
an annual basis for a financial year, for the transactions
which are foreseen and repetitive in nature.

The statement giving details of all related party
transactions entered into pursuant to the omnibus
approval together with relevant information are placed
before the Audit Committee for review and updated
every quarter.

All Related Party Transactions entered during the
year were in Ordinary Course of the Business and at
Arm's Length basis.

During the year under review, the Company entered
into a transaction with Greenlife Pharmaceuticals
Limited which qualifies as material in accordance with
the Policy of the Company on the materiality of related
party transactions.

The disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Companies Act, 2013 in
'Form AOC-2' is enclosed as ‘Annexure-II‘ with this
Board's report.

26. LOANS AND INVESTMENTS:

Loans, Guarantees, and Investments made under the
provisions of Section 186 of the Companies Act, 2013 read
with the Companies (Meetings of Board and its Powers)
Rules, 2014, as on March 31, 2025, are set out in Notes to
the Standalone Financial Statements of the Company.

27. RISK MANAGEMENT:

As per provisions of the Companies Act, 2013 and as
part of good Corporate Governance, the Company has
laid down the procedures to inform the Board about the
risk assessment and minimization procedures and the
Board shall be responsible for framing, implementing,
and monitoring the risk management plans for the
Company. The main objective is to ensure sustainable
business growth with stability and to promote a
proactive approach in reporting, evaluating, and
resolving risks associated with the business.

The Audit Committee of the Company has periodically
reviewed the various risks associated with the
business of the Company. Such review includes risk
identification, evaluation, and mitigation of the risk.

The Company has constituted its Risk Management
Committee and also adopted its policies. Details of
the same are mentioned in the Corporate Governance
Report which is a part of this Annual Report.

28. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The information on conservation of energy, technology
absorption, and foreign exchange earnings and outgo
as stipulated under Sub-section (3)(m) of Section 134
of the Companies Act, 2013, read with the rule 8 of the
Companies (Accounts) Rules, 2014, are enclosed as
'Annexure-V‘ to this Board's report.

29. INTERNAL FINANCIAL CONTROLS AND
THEIR ADEQUACY:

The Company has in place an Internal Financial Control
System, commensurate with the size, scale, and
complexity of its operations to ensure proper recording
of financial and operational information & compliance
with various internal controls, statutory compliances,
and other regulatory compliances. During the year under
review, no material or serious observation has been
received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.

The finance department monitors and evaluates the
efficacy and adequacy of the internal control system in
the Company, its compliance with operating systems,
accounting procedures, and policies at all locations
of the Company.

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants,
Statutory Auditors of the Company have monitored and
evaluated the efficacy of the Internal Financial Control
System in the Company, it is in compliance with the
operating system, accounting procedures & policies at
all the locations of the Company.

Based on the report of the Internal Audit function,
corrective actions in the respective area are undertaken
& controls are strengthened. Significant audit
observations, if any, and recommendations along with
corrective action suggested thereon are presented
to the Audit Committee of the Board. The Company
is periodically following all the applicable Indian
Accounting Standards for properly maintaining the
books of account and reporting Financial Statements.

30. WHISTLE BLOWER POLICY/VIGIL
MECHANISM:

The Company has a Whistle Blower Policy and has
established the necessary vigil mechanism for directors
and employees in confirmation with Section 177(9) of
the Act and Regulation 22 of SEBI Listing Regulations, to
report concerns about unethical behavior. The Company
hereby affirms that no Director/Employee has been
denied access to the Chairman and Audit Committee
and that no complaints were received during the year.
This Policy is available on the website of the Company
at
https://blissgvs.com/policies-and-codes1/.

31. PREVENTION OF SEXUAL HARASSMENT AT
THE WORKPLACE:

The Company strongly believes in providing a safe
and harassment-free workplace for each and every
individual working for the Company through various
interventions and practices. It is the continuous
endeavor of the Management of the Company to create
and provide an environment to all its employees that
is free from discrimination and harassment including
sexual harassment. The Company has adopted a policy
on prevention, prohibition, and redressal of sexual
harassment at the workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the Rules made thereunder. The Company has arranged
various interactive awareness workshops in this regard
for the employees at the manufacturing sites, R & D
setups & corporate office during the year under review.

The Company has an Internal Complaints Committee,
providing a redressal mechanism pertaining to sexual
harassment of women employees at the workplace,
the details of which are given in the Corporate
Governance Report.

32. HUMAN RESOURCES MANAGEMENT AND
MANAGERIAL REMUNERATION:

We are committed to hiring and retaining the best
talent and being among the industry's leading
employers. We focus on promoting a collaborative,
transparent, and participative organizational culture,
and rewarding merit and sustained high performance.
Our human resource management focuses on allowing
our employees to develop their skills, grow in their
careers, and navigate their next.

In terms of compliance with provisions of Section
197(12) of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the particulars of remuneration
to the Directors and employees of the Company and
the details of the ratio of remuneration of each director
to the median employee's remuneration are annexed
herewith as
'Annexure-IV‘ to this Boards Report.

In terms of Section 197(12) of the Companies Act,
2013, read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the employee(s) drawing
remuneration above limits set out in said rules forms
part of this Boards Report in Annexure if any.

33. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT ('BRSR'):

The SEBI Listing Regulations mandate the inclusion
of the BRSR as part of the Annual Report for the top
1,000 listed entities based on market capitalization
and shall continue to apply unless its ranking changes
and such change results in the listed entity remaining
outside the applicable threshold for a period of three
consecutive years.

In compliance with the SEBI Listing Regulations, we
have integrated BRSR disclosures into our Annual
Report. The Business Responsibility and Sustainability
Report of the Company for the year ended March 31,
2025, forms part of the Annual Report and is enclosed
as
‘Annexure-IX‘ and is also made available on the
website of the Company at
www.blissgvs.com.

34. INSURANCE OF ASSETS:

All the fixed assets, finished goods, semi-finished
goods, raw materials, packing materials, and goods
of the company lying at different locations have been
insured against fire and allied risks.

35. DIRECTORS' RESPONSIBILITY STATEMENT:

According to the requirements under Section 134(5)
read with Section 134(3)(c) of the Companies Act, 2013
concerning the Directors' Responsibility Statement, it
is hereby confirmed that:

i. In the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards read with
requirements set out under Schedule III to the
Act, have been followed and there are no material
departures from the same;

ii. 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 as at March 31, 2025,
and of the profit of the Company for the financial
year from April 1, 2024, to March 31, 2025.

iii. the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

iv. the Directors have prepared the annual accounts
on a ’going concern' basis;

v. the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
are operating effectively; and.

vi. the Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.

36. OTHER GENERAL DISCLOSURES:

i. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India, a
Statutory Body, has issued Secretarial Standards
on various aspects of corporate law and practices.
The Company has complied with the applicable
Secretarial Standards, i.e. SS-1 and SS-2, relating
to ’Meetings of the Board of Directors and ’General
Meetings, respectively.

ii. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE COURTS / REGULATORS /
TRIBUNALS

During the year, there are no significant and
material orders passed by the regulators or courts
or tribunals that impact the going concern status
and the Company's operations in the future.

iii. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the
Statutory Auditors nor the Secretarial Auditor
has reported to the Board or Audit Committee, as
required under Section 134(3)(ca) and 143(12) of

the Companies Act, 2013, any instances of frauds
committed against the Company by its officers or
employees, the details of which would need to be
mentioned in this Report.

37. ENVIRONMENTAL, SAFETY, AND HEALTH:

The Company is committed to ensuring a sound Safety,
Health, and Environment (SHE) performance related to
its activities, products, and services. The Company has
been continuously taking various steps to develop and
adopt Safer Process technologies and unit operations.
The Company has been investing heavily in areas such as
Process Automation for increased safety and reduction
of human error element, Enhanced level of training
on Process and Behavior-based safety, adoption of
safe & environmentally friendly production processes,
Installation of Bioreactors, Chemical ROs, Multiple
effect evaporator, and Incinerator, etc. to reduce the
discharge of effluents, commissioning of Waste Heat
recovery systems, and so on to ensure the Reduction,
Recovery, and Reuse of effluents & other utilities.
Monitoring and periodic review of the designed SHE
Management System are done continuously.

38. BANK AND FINANCIAL INSTITUTIONS:

The Board of Directors of the Company is thankful to their
bankers for their continued support of the Company.

39. ACKNOWLEDGEMENTS:

The Directors of the Company wish to acknowledge
with gratitude and place on record their appreciation to
all stakeholders - shareholders, investors, customers,
suppliers, business associates, the Company's bankers,
regulatory, medical professionals, business associates,
and governmental authorities for their cooperation,
assistance, and support. Further, they also wish to
thank their employees for their dedicated services.

The Directors also wish to express their gratitude to
investors for the faith that they continue to repose
in the Company.

For and on behalf of the Board of Directors
Bliss GVS Pharma Limited

Sd/- Sd/-

Nandkumar K Chodankar Gagan Harsh Sharma

Chairman & Independent Director Managing Director

DIN:02736718 DIN:07939421

Place: Mumbai
Date: May 12, 2025

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