Your Directors here by present the 30^th Annual Report together with the Audited statements of Accounts for
the financial year ended on 31st March 2025.

OPERATIONS REVIEW:

During the year under review income from operation stood at Rs. 1,19,76,814/- and after deducting net
expenses of Rs 1,49,03,721/- company posted Net loss of Rs. 29,26,907/-.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'S AFFAIR:

The Company is engaged in the business of trading in shares and securities in present and future market.

DIVIDEND:

In order to consolidate the Company's financial position, your Directors consider it prudent not to
recommend dividend for the year under review.

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

SHARE CAPITAL:

Authorized Capital:-

The authorized share capital of the Company stood at Rs 91,00,00,000 (Rupees Ninety-One Crore only) divided into
91,00,00,000 (Ninety-One Crore) Equity Shares of Rs. 1/- (Rupees One only) each. here was no change in the share capital
during the year.

Paid up share Capital:

The issued, subscribed and paid-up capital of the Company is Rs. 652603000/- divided into 652603000 equity
shares of Rs 1/- each. There was no change in the share capital during the year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, associate companies & joint ventures.

DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantee or Investments made by your Company under Section 186 of the Companies Act,
2013 during the financial year 2023-24 is enclosed as an Annexure to this Board's Report. During the year
under review, the company has not provided any security falling within in purview of Section 186.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and
were in the ordinary course of the business. There are no materially significant related party transactions
made by the company with Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with interest of the company at large.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company have occurred
between the end of financial year to which the financial statements relate and the date of the Directors'
Report.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN
AND COMPANY'S OPERATIONS:

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts
or tribunals during the year, which may impact the going concern status or company's operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Kelash Bunkar (DIN: 10911360) shall
retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re¬
appointment as the Director of the Company.

Ms. AMAN PRAVIN KUMAR PATEL was appointed as an additional director of the company with effect from
05^th FEBRUARY 2025 hereby appointed an Independent Director of the Company to hold office for five
consecutive years.

During the year MR. NIRAJ VAGHELA was resigned as WTD AND CFO of the company w.e.f. 05^th FEBRUARY
2025.MS. KOMALBEN NITINBHAI CHAUHAN was resigned as a director of the company w.e.f. 05^th FEBRUARY
2025.

As per the provisions of Section 203 of the Companies Act, 2013, on 5^th February 2025 Mr. KELASH BUNKAR
was appointed as a Chief Financial Officer and Whole-time director and Ms. KHUSHBOO KHANDELWAL,
Company Secretary are the key managerial personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received 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.

NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the Financial Year 2024-25 forms part of the
Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1 Audit Committee

2 Nomination and Remuneration Committee

3 Stakeholders' Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the
meetings are provided in the Corporate Governance Report.

BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the Board has carried
out an evaluation of its own performance, the directors individually as well as the evaluation of the working
of its Audit, Appointment & Remuneration Committees. The performance evaluations of Independent
Directors were also carried out and the same was noted. Independent Directors in their meeting decided to
bring more transparency in their performance and bring more responsibility while taking any policy decisions
for the benefit of the shareholders in general.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the information required
pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules,
2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of
the Company for the Financial year is not given.

AUDITORS AND AUDITORS' REPORT:

M/s. RISHI SEKHRI AND ASSOCIATES, CHARTERED ACCOUNTANTS, Mumbai (Firm Reg. No. 128216W), Statutory Auditors
of the Company hold office from the conclusion this AGM until the conclusion of the AGM to be held in the year
of 2030, for period of 5 years.

The observations made by the Auditors' in their Auditors' Report and the Notes on Accounts referred to in the Auditors'
Report are self-explanatory and do not call for any further comments.

COST AUDITOR AND COST AUDIT REPORT:

Cost Audit is not applicable to your Company.

INTERNAL CONTROL SYSTEMS:

As there were no significant business activities hence there was no systems set up for Internal Controls.
EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on
31st March 2025 is available on the website of the Company at www.biogenpharma.club

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Daksha Negi &
Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The
Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith.

diiai iFiraTinw in sfcrfiariai audit rfpdrt and fxpi anatidns ry thf rdard--

REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Company has taken adequate steps to ensure that all mandatory provisions
of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are complied with, a separate section titled Report on Corporate Governance together with
a Certificate from the Practicing Company Secretary forms part of this Report.

A detailed Management Discussion & Analysis forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiative under the
provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014, as the said provisions are not applicable.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of 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 not required to be given as there
were no employees coming within the purview of this section.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section
134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not
applicable to Company, as our Company has not carried out in the manufacturing activities. The foreign
exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, shall state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation by way of notes to accounts relating to material departures;

b) the Directors have selected such accounting policies 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 or loss of the
Company for that period;

c) the Directors have taken proper and sufficient care 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;

d) Directors have prepared the accounts on a "going concern basis".

e) 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.

DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ("POSH ")(PREVENTION, PROHIBITION

AND REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has not received any sexual
harassment related complaints during the year 2024-25.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER
RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment &
Remuneration) Rules, 2014, every Listed Company mandates to disclose in the Board's Report the ratio of
the remuneration of each director to the permanent employee's remuneration. However, since there is no
permanent employee in the Company, no disclosure under the said provision has been furnished.

BUSINESS RISK MANAGEMENT:

Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal
Level. Hence, no major risk factors are envisaged except for: a. Government Policies b. Human Resource Risk

VIGIL MECHANISM:

As the Company does not have any significant business activity, there was no need to have a Vigil Mechanism
Policy.

GENERAL:

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as
there were no transactions or applicability pertaining to these matters during the year under review:

i) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

ii) Payment of remuneration or commission from any of its subsidiary companies to the Managing
Director/ Whole Time Director of the Company.

iii) Voting rights which are not directly exercised by the employees in respect of shares for the
subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to
which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the
Companies Act, 2013).

iv) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution
Process under the Insolvency and Bankruptcy Code, 2016.

v) One time settlement of loan obtained from the banks or financial institutions.

MATERNITY BENEFIT( Rule 8(5)(xiii) of Companies (Account) Rules, 2014)

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has
extended all statutory benefits to eligible women employees during the year 2024-25.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received
from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also
wish to take on record their deep sense of appreciation for the committed services of the employees at all
levels, which has made our Company successful in the business.

For and on Behalf of the Board
For, BIOGEN PHARMACHEM INDUSTRIES LIMITED

Place: Rajkot
Date: 23.05.2025

KELASH BUNKAR
Chairman
DIN:10911360