Your Directors are pleased to present the 38^th Annual Report
and the Standalone and Consolidated Audited Financial
Statements for the year ended 31^st March 2025.

Performance of the Company, State
of Company's Affairs and Material
Development

The Company's financial performance, for the year ended 31^st
March 2025 as per Ind AS is summarized below:

Consolidated Financial Statement

The consolidated financial statements of the Company and
its subsidiaries for FY 2024-25 are prepared in compliance
with the applicable provisions of the Companies Act, 2013
("the Act”) and as stipulated under Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 ("the Listing Regulations”) as well as in accordance
with the Indian Accounting Standards notified under the
Companies (Indian Accounting Standards) Rules, 2015. The
audited consolidated financial statements together with the
Independent Auditor's Report there on form part of this
Annual Report.

Change in Nature of Business

The Company did not undergo any change in the nature of its
business during the year under review.

Management Discussion and Analysis

As required by Regulation 34(2) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (Listing
Regulations), a Management Discussion and Analysis Report is
part of this Report.

The state of the affairs of the business along with the financial
and operational developments has been discussed in detail in
the Management Discussion and Analysis Report.

Share Capital

During the year under review there has been no change in the
capital structure of the Company. The paid-up capital of the
Company as of March 31, 2025 is Rs. 23,54,52,310/- (Rupees
Twenty Three Crores Fifty Four lakhs Fifty Two Thousand Three
Hundred and Ten only).

Directors & Key Managerial Personnel
(KMP)

The following changes occurred in the composition of the
Board of Directors and Key Managerial Personnels of the
Company during the FY 2024-25:

Appointment

Ms. Alka Sagar (DIN 07138477) was appointed as a Woman
Independent Director of the Company w.e.f. 14^th August,
2024. Ms. Alka Sagar (BHSc. & LLB) is a private practitioner
and court lawyer. She has more than 18 years of experience
in the relevant field and serves as a board member in a
Listed Company. She has the required integrity, expertise,
experience and proficiency for appointment as a Non¬
Executive Independent Director of the Company.

Cessation

Dr. Abhigyan Upadhyay (DIN 07267470), Non-Executive, Non¬
Independent Director of the Company has resigned from the

Board of Directors w.e.f. 9^th January, 2025, before completion
of his term as a Director. Mr. Pramod Toshniwal resigned as
Independent Director of the Company w.e.f. 5^th July, 2024 due
to their other commitments and personal reasons.

The Board expresses its appreciation and gratitude for the
timely advice rendered by them during their tenure as the
Directors of the Company.

Re-appointment of a Director liable to retire by
rotation

In terms of Section 152 of the Companies Act, 2013, Dr. (Ms.)
Kavita Bhansali, Executive Director is liable to retire by rotation
at the ensuing Annual General Meeting and offers herself for
re-appointment. Necessary Resolution for her reappointment
is recommended for the approval of the shareholders of the
Company in the ensuing Annual General Meeting.

There are no changes in Key Managerial Personnel (KMP) during
the year.

Declaration from Independent Directors

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet with the criteria of independence as prescribed both
under sub section (6) of Section 149 of the Companies Act,
2013 and under SEBI Listing Regulations.

Familiarization Programme 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 Familiarization Program conducted are available on the
website of the Company at www.bilcare-group.com.

Directors' Responsibility Statement

Pursuant to the requirement under the Section 134(5) of
the Companies Act 2013, with respect to the Directors'
Responsibility Statement, it is hereby confirmed that:

a. in the preparation of the annual accounts for the financial
year ended 31^st March 2025, the applicable accounting
standards had been followed and there are no material
deviations from the same;

b. the directors had 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 31^st March 2025 and of the Profit/loss of the Company
for the year ended on that date;

c. the directors had 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. the accounts for the financial year ended 31^st March 2025
have been prepared 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;

f. 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.

Annual Return

As per the requirements of Section 92(3) of the Act and Rules
framed thereunder, Annual Return for the Financial Year 2024¬
2025 is available on the website of the company at www.
bilcare-group.com.

Number of Meetings of the Board

During the Financial Year 2024-25, Eight (8) Board Meetings
were held, details of which are given in the Corporate
Governance Report section.

Particulars of Loans, Guarantees and
Investments under section 186 of the
Companies Act, 2013

Particulars of Loans, guarantees and investments form part of the
notes to the financial statement provided in this Annual Report.

An update on the Company's significant
investments during the financial year is
summarised below :

Redemption of Preference Shares Held in
Caprihans India Limited

During the financial year under review, out of the total holding
of 21,30,00,000, 0.1% Non-Cumulative, Non-Participating
Redeemable Preference Shares of '10 each, 4,63,50,000
Preference Shares were redeemed in two tranches of 2,40,00,000
shares on 2^nd December, 2024, and 2,23,50,000 shares on 10^th
January, 2025. Accordingly, as at 31^st March, 2025, the Company
continues to hold 16,66,50,000 Preference Shares.

Conversion of Convertible Warrants and Increase
in Equity Shareholding in Caprihans India Limited
(CIL), a subsidiary of the Company

During the financial year under review, the Company
exercised its right to convert 14,90,000 (Fourteen Lakh
Ninety Thousand) Convertible Warrants, each priced at '200
(Rupees Two Hundred only), into Equity Shares. Pursuant
to this conversion, the Company was allotted 14,90,000
Equity Shares of '10 each at a premium of '190 per share
by CIL. Consequently, the Company's holding of Convertible
Warrants in CIL reduced to 33,10,000 as at the end of the
financial year. As a result, the Company's investment in
Equity Shares of CIL increased by 14,90,000 equity shares,
bringing the total holding to 81,88,325 Equity Shares
(55.99%) as of 31^st March, 2025.

Contracts and Arrangements with Related
Parties

All contracts/ arrangements/ transactions entered by the
Company during the FY 2024-2025 with related parties were
valued on an arm's length basis and in the ordinary course of
business and approved by the Audit Committee consisting of
Independent Directors.

As per the SEBI Listing Regulations, if any Related Party Transactions
('RPT') exceeds '1,000 crore or 10% of the annual consolidated
turnover as per the last audited financial statement whichever
is lower, would be considered as material and would require
Members approval. However, there were no material transactions
of the Company with any of its related parties during the year in
terms of Section 134 read with Section 188 of the Companies Act,
2013. Therefore, the disclosure of the Related Party Transactions
as required under Section 134(3)(h) of the Act in Form AOC-2 is
not applicable to the Company for FY 2024-2025 and, hence, the
same is not required to be provided.

The details of RPTs during FY 2024-2025 are provided in the
accompanying financial statements.

The Policy on materiality of related party transactions may be
accessed on the Company's website at www.bilcare-group.com.

Amount Transfer to Reserves

Your Board of Directors do not propose to transfer any amount
to the reserves.

Dividend

Your Board of Directors do not recommend any Dividend for
the financial year ended 31^st March 2025.

Conservation of Energy, Technology
Absorption and Foreign exchange
earnings & outgo

A. Conservation of Energy

i. Steps taken for Conservation of Energy:

Bilcare Focused on Energy conservation measures and
successfully implemented as follows:

• 2024-25 - Conversion of 40 W fluorescent tube lights
in office area (Level 1 & 2) to 20 W LED battens: 43
fittings (40-20 = 20 W) .02 KW X 10 hrs per day =.2
KWh (Units) per day X 43 fittings = 8.6 Units per day
X 365 days = 3139 Units X 10 Rs. = Rs. 31390 saved
per annum.

• 2024-25 - Conversion of 18 W CFL lights in office
area (Level 1 & 2) to 10 W LED pencil s: 58 fittings
(18-10 = 8 W) .008 KW X 10 hrs per day =.08 KWh
(Units) per day X 58 fittings = 4.64 Units per day X
365 days = 1693.6 Units X 10 Rs. = Rs. 16936 saved
per annum.

Leading to total saving of Rs. 48,326 per annum.

B. Technology Absorption, Adaptation and Innovation

During the financial year, 5 new international patent

applications were made for the PPI Division, which is

transferred to Caprihans India Limited.

Expenditure on Research & Development -

i. During the financial year there is no R&D expenditure on
a standalone basis.

ii. On a consolidated basis total R&D expenditure as a
percentage of consolidated turnover is 0.25 %

Foreign Exchange Earnings & Outgo

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.

The Annual Report on CSR activities is annexed as Annexure
-A.

Audit Committee

The audit committee comprises of Mr. Rajesh Devene (Chairman
of the Committee), Ms..Madhuri Vaidya and Mr. Shreyans
Bhandari as members. All the recommendations made by the
committee were accepted by the Board.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations”), the Board has carried out an annual
performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its
Committees. Performance evaluation has been carried out as
per the Nomination and Remuneration Policy.

Independent Directors' Meeting

In accordance with the provisions of Schedule IV (Code for
Independent Directors) of the Companies Act, 2013 and SEBI
Listing Regulations, a meeting of the Independent Directors
of the Company was held on 13^th February 2025 without the
attendance of Non-Independent Directors and Members of the
Management.

Information about Subsidiary/JV/
Associate Company

Consolidated Financial Statements of the Company are inclusive
of the results of all the subsidiaries. Copies of annual accounts
and related information of all the subsidiaries can be sought
by any member of the Company by making a written request
to the Company at the Registered Office. Above information is
available for inspection at the Registered Office & on website
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 statements. The Policy for determining
'Material' subsidiaries has been displayed on the Company's
website at www.bilcare-group.com.

As on 31^st March, 2025, Company has five (5) wholly owned
subsidiaries viz. Bilcare GCS Limited, UK. Bilcare GCS Inc., USA,
Bilcare GCS Ireland Limited, Ireland, Bilcare Inc., USA, and
Bilcare Pharma Solutions Limited and Caprihans India Limited,
a 55.99% subsidiary and Bilcare Research GmbH, Germany, a
step down subsidiary.

Deposits

Given below are the details of deposits, covered under Chapter V
of the Companies Act, 2013:

The Company has not invited/accepted deposits from public/
members during the year under review.

During the Financial Year 2022-2023, on 27^th March,
2023, the Company transferred its Pharma Packaging
Innovations (PPI) Division to Caprihans India Limited, its
Subsidiary as a business undertaking on a going concern
basis along with all the assets and liabilities pertaining to
the PPI Division. Accordingly, Caprihans India Limited has
undertaken to pay to the Company, the amount payable
to the depositors. As on 31^st March, 2025 the outstanding
deposits were Rs. 49.49 Crs (including interest).

Significant and Material Orders

There are no significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going concern
status and Company's operations in future.

Internal Financial Controls

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

Vigil Mechanism

The Company has in place Whistle Blower Policy, wherein
the Employees/ Directors/ Stakeholders of the Company
are free to report any unethical or improper activity, actual
or suspected fraud or violation of the Company's Code
of Conduct. This mechanism provides safeguards against
victimization of Employees, who report under the said
mechanism. During the year under review, the Company
has not received any complaints under the said mechanism.
Your Directors hereby affirm that no personnel has been
denied access to the audit committee. The Whistle Blower
Policy may be accessed on the Company's website at www.
bilcare-group.com.

Secretarial Standards of ICSI

The Company is in compliance with relevant provisions of
the Secretarial Standards issued by The Institute of Company
Secretaries of India.

Corporate Governance

A report on Corporate Governance is given in this Annual
Report. The requisite certificate from the Practicing Company
Secretary confirming compliance with the conditions of
corporate governance is attached to the report on Corporate
Governance.

Auditors

Statutory Auditors

M/s. Sharp & Tannan Associates, Chartered Accountants, Pune
(Firm Registration No. 109983W), were appointed as the
Statutory Auditors of the Company by the shareholders at the
36^th Annual General Meeting held on September 29, 2023,
to hold office until the conclusion of the 41^st Annual General
Meeting to be held in the year 2028.

M/s. Sharp & Tannan Associates have, however, tendered
their resignation as Statutory Auditors of the Company with
effect from August 14, 2025. The resignation was pursuant
to the Company's intent to align the Statutory Auditors of the
Company with those of its major subsidiary. Due to bandwidth
limitations, M/s. Sharp & Tannan Associates expressed their
inability to continue as the Statutory Auditors and accordingly
resigned.

To fill the casual vacancy arising out of the said resignation,
and based on the recommendation of the Audit Committee,
the Board of Directors at its meeting held on August 14, 2025,
approved the appointment of M/s. Patki & Soman Associates,
Chartered Accountants, Pune (Firm Registration No. 107830W,
Peer Review Certificate No. 019076), as Statutory Auditors of
the Company to hold office from August 14, 2025, until the
conclusion of the ensuing 38^th Annual General Meeting.

In accordance with the provisions of Section 139(8) of the
Companies Act, 2013, the appointment of M/s. Patki & Soman
Associates, Chartered Accountants, Pune, in the casual vacancy
caused by the resignation of M/s. Sharp & Tannan Associates is
required to be approved by the shareholders of the Company
at a General Meeting within three (3) months from the date of
appointment by the Board.

Further, based on the recommendation of the Audit Committee,
the Board of Directors has also proposed the appointment of
M/s. Patki & Soman Associates, Chartered Accountants, Pune,
as the Statutory Auditors of the Company for a term of five
(5) consecutive years, commencing from the conclusion of the
38^th Annual General Meeting until the conclusion of the 43^rd
Annual General Meeting to be held in the year 2030, subject to
the approval of the shareholders of the Company..

Secretarial Auditor

The Board had appointed M/s. Ghatpande & Ghatpande
Associates Company Secretaries, to conduct Secretarial Audit
for the financial year 2024-25. The Secretarial Audit Report for
the financial year ended 31^st March 2025 is annexed herewith
marked as Annexure - B to this Report.

Management's explanation to the
observations and comments given by the
Auditors

1. Classification of Land Parcels as "Assets Held for Sale”

During FY 2023-24, land and building owned by the
promoters against a capital advance paid to the promoters,
were capitalized and thereby the capital advance became Nil.
While the title deeds for the land and building are yet to be
executed in the Company's name pending NOC and execution
of sale agreements, the physical possession of the assets is
with the Company.

As there were potential buyers for the land, this asset was
classified as "Assets Held for Sale” in accordance with Ind
AS 105 as on 31^st March 2024 and as the due diligence by
the prospective buyers is still ongoing, the said classification
continues as on 31^st March 2025. It is expected that the
transaction will be concluded in FY 2025-26..

2. Sale of Leasehold Land and Building - Patalganga

The Company entered into a Memorandum of Understanding
with a prospective buyer for the sale of its leasehold land and
building at Patalganga. In line with Ind AS 105, the asset was
classified as "Asset Held for Sale” as at 31^st March, 2025.

Subsequently, on 15^th May, 2025 (post the balance sheet date),
the sale was executed through a Deed of Assignment for transfer
of leasehold rights, for a total consideration of '3.25 Crores.

3. SFIO Investigation

With reference to the letter received from the Serious Fraud
Investigation Office (SFIO) under Section 212 of the Companies
Act, 2013, the Company has filed a writ petition before the
Hon'ble High Court of Mumbai challenging the initiation of the
investigation. The matter is currently sub-judice. Meanwhile,
SFIO has sought certain documents/information from the
Company, its Directors and the professionals engaged by the
Company. The same has already been submitted as and when
asked.

4. Public Fixed Deposits

The Company has paid interest on public fixed deposits
without any delay and has also repaid a substantial portion of
the principal amount. The balance fixed deposits, along with
full interest, are in the process of being repaid.

5. Others

While filing the Corporate Governance Report for the Quarter
ended 30^th September, 2024 and Integrated Governance Report
for the Quarter ended 31 ^st December, 2024 there was a delay in
filing with BSE Ltd., by 1 working day, due to technical error at
BSE Listing Portal and the same was also clarified to BSE.

All the other observations and comments given by the Auditors
are self-explanatory and do not call for any further comment.

Cost records and cost audits

During the year under review, maintenance of cost records and
requirement of cost audit as prescribed under provisions of
Section 148 (1) of the Act are not applicable to the Company

Details in respect of fraud reported by
auditors

During the year under review, the Statutory Auditor and
Secretarial Auditor have not reported any instances of frauds
committed in the Company by its Officers or Employees, to the
Audit Committee under Section 143(12) of the Act, details of
which needs to be mentioned in this Report.

Risk Management

The Board of Directors has developed and implemented a
comprehensive Risk Management Policy, which lays down the
procedure to identify, monitor and mitigate the key elements of
risks that threaten the existence of the Company. The Company
is not required to constitute a Risk Management Committee as
per the SEBI LODR Regulations, 2015.

Particulars of Employees & 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 - C
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.

General

Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on
these items during the year under review:

1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees
of the Company under any scheme.

Mr. Shreyans Bhandari, Managing Director of the Company has
received remuneration from Caprihans India Limited, subsidiary
of the Company, in his capacity as President of Caprihans India
Limited.

During the year under review, no application is made and
no proceeding is pending against the Company under the
Insolvency and Bankruptcy Code, 2016 (IBC Code) and there is no
instance of one-time settlement of the Company with any bank
or financial institution.

Disclosure under the Sexual Harassment
of Women at workplace (Prevention,
Prohibition and Redressal) Act 2013

In terms of provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013, the Company has formulated a Policy to prevent Sexual
Harassment of Women at Workplace.

Your directors state that during the year under review, there were
no complaints filed & there were no complaints pending at the
end of the year pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

We thank our domestic and international customers, vendors,
investors, banking community and investment bankers and all
other stakeholders for their continued support during the year.

Your directors also wish to place on record their deep sense of
appreciation for the committed services of the employees at all
levels worldwide.

We thank the Governments of various countries where we
have our operations and also thank Central Government,
various State Governments and other Government agencies for
their positive co-operation and look forward to their continued
support in future. Finally, we wish to express our gratitude to
the members and shareholders for their trust and support.

For and on behalf of the Board of Directors

Shreyans Bhandari
Chairman & Managing Director
Pune : 14^th August 2025