Gujarat Themis Biosyn Ltd Directors Report

DIRECTORS REPORT

The Members,

Gujarat Themis Biosyn Limited

Your Directors have pleasure in presenting herewith the 44^th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31^st March, 2025.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

Financial Performance of the Company for the year ended 31^st March, 2025 as compared to the previous financial year is summarized below:

		(Rs. in Lakhs)
Particulars	31st March, 2025	31st March, 2024
Income	15,323.23	17,418.76
Less: Expenses	8,769.44	9,485.33
Profit/ (Loss) before Tax	6,553.79	7,933.43
Current Tax	1,669.92	1,950.90
Deferred Tax	28.05	37.51
Adjustment of Tax relating to earlier periods	(21.05)	28.70
Profit after Tax	4,877.17	5,916.32

b. OPERATIONS OF THE COMPANY:

Your Company is engaged in the manufacturing of fermentation-based pharmaceutical intermediates and APIs. During the year under review, your Company has shown degrowth in both income and profitability as compared to the previous financial year. During the period, sale of finished products recorded at Rs.15,323.23 Lakhs (previous year Rs.17,418.76 Lakhs) registering drop in sale. The Net Profit after Tax recorded by the Company for the year under review is Rs.4,877.17 Lakhs as compared to net profit of Rs.5,916.32 Lakhs during previous year registering a decrease of 17.56%.

The Board of Directors of the Company, at its meeting held on 18^th November, 2024, had approved the Scheme of Amalgamation ("Scheme") between the Company and Themis Medicare Limited (TML) and their respective shareholders under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 subject to receipt of necessary regulatory and other approvals.

However, the Board at its meeting held on 13^th June 2025 after evaluating new developments in the market, has decided to focus on its core business of fermentation-based pharmaceutical intermediates and Active Pharmaceutical Ingredients (API) and decided to revisit all its strategic options. Consequently, the Board reconsidered its earlier decision of merger with TML and resolved not to proceed with the proposed merger.

With this, the Company will focus on its core business of fermentation-based pharmaceutical intermediates.

c. SUBSIDIARY, ASSOCIATE & JOINT VENTURE COMPANIES:

As on 31^st March, 2025, the Company does not have any subsidiary, associate & joint venture company.

d. DIVIDEND:

Your Directors are pleased to recommend dividend of Re.0.67 per equity share having face value of Re. 1 each on 10,89,65,265 Equity shares, aggregating to Rs.7,30,06,728 for the financial year ended 31^st March, 2025. The dividend would be subject to the approval of the members at the forthcoming Annual General Meeting to be held on 12^th September, 2025. The said dividend recommendation is in accordance with the Dividend Distribution Policy of the Company which is available on the website of the Company at https://www.gtbl.in/wp-content/uploads/2023/06/ Dividend-Distribution-Policy GTBL -Final.pdf

e. TRANSFER TO RESERVES:

Your Company has not transferred any amount to reserves during the year under review.

f. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

g. FIXED DEPOSITS:

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

2. DISCLOSURES UNDER SECTION 134(31(1) OF THE ACT:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

The Company has commenced its commercial production at its newly set up API Plant situated at 69/C, GIDC Industrial Estate, Vapi - 396 195, Dist. Valsad, Gujarat, India with effect from 6^th May, 2025. The state-of-the-art, multi-purpose synthetic and fermentation-based API plant has been established for the production of various Active Pharmaceutical Ingredients (APIs) and Intermediates for use in the pharmaceutical industry.

The facility will support Companys forward integration initiatives and strengthen its position in export markets, particularly in the United States and Europe.

3. OTHER CONFIRMATIONS:

a. The Company has not issued any shares with differential voting rights/ sweat equity shares.

b. There has been no change in the nature of business of the Company as on the date of this report.

c. No application was made or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016.

d. Valuation related details for financial year 2024-25 in respect of one time settlement of loan from banks or financial institutions are not applicable.

4. DECLARATION OF INDEPENDENCE:

The Independent Directors of the Company have given the declaration and confirmation to the Company as required under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations confirming that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

5. NOMINATION & REMUNERATION POLICY:

Your Company has constituted Nomination & Remuneration Committee as prescribed under section 178(1) of the Act. The Nomination & Remuneration Committee considers that the qualifications, experience and positive attributes of the Directors on the Board of the Company are sufficient enough to discharge their duties.

During the financial year 2024-25, the Company has paid sitting fees to the Independent Directors for attending Board meetings, Audit Committee Meetings and also for Separate Independent Directors Meetings.

The Companys Policy on Nomination and Appointment of Directors, criteria for appointment of Senior Management and Remuneration Policy, as formulated under Section 178(3) of the Act, is available on the Companys website at https://www.gtbl.in/wp-content/uploads/2025/07/NRC-Policy-2022-23.pdf

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments, covered under the provisions of Section 186 of the Act are given in Note no. 5 of the Financial Statements.

7. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business. Hence no disclosure is required to be provided in Form AOC-2 for the Financial Year 2024-25. Further the details of the transactions with related parties are provided in Note No. 31 in the accompanying financial statements.

All related party transactions are placed for the review/ approval before the Audit Committee and also before the Board and Shareholders wherever necessary in compliance with the provisions of the Act and Listing Regulations. The Audit Committee at its meeting held on 25^th March, 2025 reviewed and approved the related party transactions after considering the minimum information to be provided as per industry standards for the financial year 2025-26 and granted prior omnibus approval for Related Party Transactions as per the provisions contained in the SEBI Listing Regulations. A statement giving details of all Related Party transactions was also placed before the Audit Committee and Board of Directors for their approval on quarterly basis.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board has been adopted by the Company and uploaded on the Companys website at https://www.gtbl.in/wp-content/uploads/2025/05/RPT-Policy GTBL 14.02.2025.pdf

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls followed by the Company are adequate and commensurate with the size and nature of the business and were operating effectively during the year under review.

Internal Audit function of the Company is carried out through Independent Chartered Accountants firm to test and verify the Companys Internal Control System. The Companys assets are adequately safeguarded against significant misuse or loss. The Company has in place, adequate Internal Financial Controls with respect to maintenance of accounting records and financial transactions. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. The Audit Committee and the Board reviews the report(s) of the independent internal auditor at regular intervals along with the adequacy, effectiveness and operations of the internal auditor regarding internal control systems and recommends improvements and remedial measures wherever necessary.

During the year under review, no material or serious observations were received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

9. DISCLOSURE OF SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the financial year 2024-25, no significant or material orders have been passed by any Regulators or Courts or Tribunals which can have impact on the going concern status and its operations in future.

10. DISCLOSURES RELATED TO SHARE CAPITAL AND EMPLOYEE STOCK OPTIONS:

a. The Company has not issued any equity shares under the Employees Stock Option Scheme during the year and therefore, no information is provided on this matter.

b. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme and thus no information is furnished in this regard.

c. Bonus Issue of Equity Shares of the Company:

On 14^th May, 2024, the Board of Directors of the Company considered and approved the proposal for the issuance of bonus equity shares in the ratio of 1:2 (i.e., one bonus equity share for every two existing equity shares held), with the face value of the shares remaining at Re.1 each. The said proposal was approved by the Shareholders of the Company at the Annual General Meeting held on 23^rd July, 2024. The Record Date for the bonus issue was set as 9^th August, 2024 and consequently, the allotment of the bonus equity shares was completed on 14^th August, 2024.

Pursuant to the allotment of bonus shares, the paid-up equity share capital of the Company increased from Rs.7,26,43,510 to Rs.10,89,65,265.

11. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

In accordance with Regulation 34(2) of the SEBI Listing Regulations, the inclusion of Business Responsibility and Sustainability Report (BRSR) as a part of the Annual Report is mandated for top 1000 listed entities based on the market capitalization. BRSR for the financial year 2024-25 has been prepared in accordance with the format prescribed by SEBI. The BRSR report forms part of this report.

The BRSR report for the financial year 2024-25 has also been hosted on the Companys website and the same can be accessed at https://www.gtbl.in/investors/reports

12. DIRECTORS AND KEY MANAGERIAL PERSONNELS:

a. In accordance with the provisions of the Act and the Articles of Association of the Company, Dr. Dinesh S. Patel (DIN: 00033273), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends to the members the re-appointment of Dr. Dinesh S. Patel (DIN: 00033273) as a Director in the ensuing Annual General Meeting (AGM) of the Company.

Necessary resolution for the appointment/ re-appointment of the Directors is included in the Notice convening the ensuing AGM and details of the proposal for appointment/re-appointment are mentioned in the Explanatory Statement to the Notice of AGM.

b. Pursuant to Section 161 of the Companies Act, 2013, the Board of Directors of the Company had appointed Mr. Hitesh D. Gajaria (DIN: 10044310) and Mr. K. G. Ananthakrishnan (DIN: 00019325) as Additional Directors in the category of Non-Executive Independent Directors, with effect from 14^th May, 2024 and 26^th July, 2024, respectively. Subsequently, the shareholders approved the appointment of Mr. Hitesh D. Gajaria (DIN: 10044310) as a Director at the Annual General Meeting (AGM) held on 23^rd July, 2024. The appointment of Mr. K. G. Ananthakrishnan as a Non-Executive Independent Directors was approved by the shareholders through a postal ballot, with the resolution passed on 13^th October, 2024.

c. Mr. Vijay Agarwal (DIN: 00058548) had completed his second term as an Non-Executive Independent Directors at the last Annual General Meeting held on 23^rd July, 2024 and accordingly ceased to be a Director ofthe Company with effect from that date. Further, Dr. Vikram Sanghvi (DIN: 06858267) ceased to be a Director of the Company with effect from closing hours of 5^th November, 2024, pursuant to his resignation on attaining the age of 75 years. The Board of Directors place on record their appreciation for the valuable services rendered by Mr. Vijay Agarwal and Dr. Vikram Sanghvi during their tenure as Independent Directors of the Company.

d. Mr. Bhavik Shah was appointed as the Interim Chief Financial Officer (CFO) of the Company with effect from 1^st January, 2025, following the superannuation of Mr. Bharat Desai, who ceased to be CFO with effect from 31^st December 2024. Subsequently, the Board of Directors, at their meeting held on 14^th February 2025, re-designated Mr. Bhavik Shah as the Chief Financial Officer of the Company.

e. Further, the Board, on recommendation of Nomination & Remuneration Committee (NRC) appointed Mr. Vineet Gawankar (ACS-55504) as the Company Secretary & Compliance Officer of the Company with effect from 3^rd September, 2024 in place of Mr. Rahul Soni (ACS- 61305), who resigned as Company Secretary & Compliance Officer of the Company with effect from 2^nd August, 2024. The Board of Directors placed on record its appreciation to Mr. Rahul Soni for his contribution during his term as Company Secretary of the Company.

All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of section 164 of the Act.

13. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

A calendar of regular meetings is prepared and circulated in advance to the Directors. Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder, the Board met (7) Seven times during the year, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations.

b. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended 31^st March, 2025, the Board of Directors hereby confirms that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures according to the accounting standards;

ii) such accounting policies have been selected and applied consistently and the Directors 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 of the Company for the year;

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

iv) the annual accounts of the Company have been prepared on a going concern basis;

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

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

c. COMMITTEES OF THE BOARD OF DIRECTORS:

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board as on 31^st March, 2025:

i. Audit Committee;

ii. Stakeholders Relationship Committee;

iii. Nomination & Remuneration Committee;

iv. Corporate Social Responsibility Committee;

v. Risk Management Committee.

vi. Allotment Committee

In addition to the above, a committee of Independent Directors was constituted for the purpose of evaluating and approving the scheme of amalgamation between the Company and Themis Medicare Limited, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details with respect to the aforesaid Committees forms part of the Corporate Governance Report. Further the Board of Directors of the Company have constituted the allotment committee for the purpose of allotment of bonus equity shares to existing shareholders as on record date i.e. 9^th August, 2024.

d. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES:

Your Company has established a Vigil Mechanism Policy for Directors, employees and third parties to report their genuine concerns. Details of which have been given in the Corporate Governance report annexed to this report. This policy is also available on Companys website and can be accessed at https://www.gtbl.in/wp-content/uploads/2025/07/ GTBL-Vigil-Mechanism-or-Whistle-Blower-Policy.pdf

e. FAMILIARISATION PROGRAMS FOR INDEPENDENT DIRECTORS:

The Company conducts familiarization programs for Independent Directors and the details are uploaded on the website of the Company on the below mentioned link https://www.gtbl.in/wp-content/uploads/2025/04/Familarization- Programme-2024-25.pdf

f. RISK MANAGEMENT POLICY:

Your Company has in place a mechanism to inform the Board about the risk assessment and minimization procedure and undertakes periodical review of the same to ensure that the risks are identified and controlled by means of a properly defined framework. As per Regulation 21 of the SEBI Listing Regulations, Risk Management Committee of the Company has been constituted by the Board on 11^th February, 2022.

The composition of the Risk Management Committee of the Company is as under:

i. Dr. Sachin D. Patel	Director & Member of the Committee
ii. Mr. Siddharth Kusumgar	Director & Member of the Committee
iii. Mr. Rajneesh Anand	Consultant & Member of the Committee

g. CORPORATE SOCIAL RESPONSIBILITY POLICY:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee.

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure - II and forms an integral part of this Report.

The Company has formulated policy for CSR activities and is placed on the website of the Company at https://www. gtbl.in/wp-content/uploads/2025/02/CSR-Policy revised.pdf

h. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations and in accordance with the parameters suggested by the Nomination & Remuneration policy, the Board of Directors have carried out an annual evaluation of its own performance, Board, Committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by the SEBI Listing Regulations. Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its committees, Board culture, execution and performance of specific duties, obligations and Governance.

In a separate meeting of Independent Directors was held on 25^th March, 2025, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of other Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board.

A brief summary of outcome of the Board evaluation along with the action plan for implementing the recommendations made by the Directors was presented to the Board.

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

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished in Annexure III.

The statement containing names of employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, and the said annexure is open for inspection. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at cfoassist@themismedicare.com

14. AUDITORS:

a. APPOINTMENT OF STATUTORY AUDITORS:

M/s. GMJ & Co., Chartered Accountants (Firm Registration No.103429W), the Statutory Auditors of the Company, were appointed by the members at the 41^st Annual General Meeting (AGM) held on 7^th September, 2022 till conclusion of the 46^th AGM to be held in the financial year 2027.

b. MAINTENANCE OF COST RECORDS:

Maintenance of cost records is required as specified by the Central Government under sub-section (1) of section 148 of the Act and accordingly such accounts and records are made and maintained.

c. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors on recommendation of the Audit Committee, appointed M/s. Raja Dutta & Co., Cost Accountants (Firm Registration No. 101555) as the Cost Auditors of the Company for the financial year 2025-26 for conducting the audit of the cost accounting records maintained by the Company in respect of API and Intermediates activities of the Company.

Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolution seeking members ratification to the payment of remuneration of the said Cost Auditors is appearing in the Notice convening the 44^th AGM of the Company.

d. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. KRS AND Co., Practicing Company Secretaries, Thane, (FRN.S2017MH46900 & Peer Review No. 3967/2023), to undertake the Secretarial Audit of the Company for the financial year 2024-25.

Secretarial Audit Report issued by M/s. KRS AND Co., Practicing Company Secretaries, in Form MR-3 for the financial year 2024-25 forms part of this Annual report as Annexure-I.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated December 12, 2024, the Secretarial Auditors shall now be appointed by the Members of the Company, on the recommendation of the Board of Directors, for a period of five (5) consecutive years.

Based on the recommendation of the Audit Committee, the Board, at its Meeting held on 20^th May, 2025, subject to the approval of the members of the Company, approved appointment of M/s. KRS AND Co., Practicing Company Secretaries, Thane, (FRN.S2017MH46900 & Peer Review No. 3967/2023) represented by CS Ketan Ravindra Shirwadkar (Membership No. A37829 and COP No. 15386), as the Secretarial Auditor of the Company, for a term of five (5) consecutive financial years, to hold office from financial year 2025-26.

e. QUALIFICATION/ RESERVATION IN THE STATUTORY AUDIT REPORT:

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements as on and for the year ended 31^st March, 2025.

f. QUALIFICATION/ RESERVATION IN THE SECRETARIAL AUDIT REPORT:

Provisions of Section 204 read with Section 134(3) of the Act mandates the Company to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. KRS AND Co., Practicing Company Secretaries were appointed to conduct Secretarial Audit and issue Report for the financial year 2024-25.

Secretarial Audit Report issued by the Secretarial Auditor in Form MR-3 for the financial year 2024-25 forms part of this report. The report of the Secretarial Auditor is annexed to this report as Annexure I.

The Audit Report issued by the Secretarial Auditor for the financial year 2024-25 does not contain any qualifications. However, the Report includes the observation that the Company failed to comply with Regulation 295(1) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 in implementing the bonus issue within the prescribed timeline from the date of Board approval. The delay was inadvertent and occurred due to procedural and operational oversight. The Company has since taken necessary steps to ensure timely compliance going forward. The fine levied by the Stock Exchange has been duly paid and the matter stands closed.

g. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company has duly complied with the applicable Secretarial Standards (SS), issued by the Institute of Company Secretary of India relating to meetings of the Board and its committees (SS1) and General Meetings (SS2) respectively during the year under review.

15 OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31^st March 2025 is available on the Companys website on https://www.gtbl.in/investors/reports/

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure IV which forms part of this Report.

c. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the SEBI Listing Regulations, the Management Discussion and Analysis report forms part of this report.

d. CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with a Certificate of Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated in Regulation 17 to 27 read with Schedule V and Regulation 46 of the SEBI (LODR) Regulations, 2015 as amended forms part of this Annual report.

e. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in your Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act.

f. LISTING OF EQUITY SHARES ON THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED:

The equity shares of the Company were listed on the National Stock Exchange of India Limited (NSE) with effect from 25^th February 2025, in order to improve liquidity and provide wider access to investors.

g. PREVENTION OF SEXUAL HARASSMENT:

Your Company gives prime importance to the dignity and respect of its employees irrespective of their gender or hierarchy and expects responsible conduct and behaviour on the part of employees at all levels.

Your Company has zero tolerance for sexual harassment at the workplace and 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 framed thereunder for prevention and redressal of Complaints of Sexual Harassment at the workplace. The Company has constituted an Internal Committee (IC) and name of the members of the IC are displayed on the notice board of each office and manufacturing unit.

There was no complaint of sexual harassment received during the financial year 2024-25.

h. DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS (IE. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR):

Sr. No. Particulars	2024-25	2023-24
1 Debtors Turnover (in days)	70.51	48.29
2 Inventory Turnover (in days)	10.13	19.29
3 Interest Coverage Ratio	181.07	362.56
4 Current Ratio	2.53:1	2.94:1
5 Debt Equity Ratio	-	-
6 Operating Profit Margin (%)	43.70%	46.85%
7 Net Profit Margin (%)	32.34%	34.84%

i. Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.:

Financial year	2024-25	2023-24
Return on net worth (%)	19.64%	29.38%

j. EMPLOYEES RELATIONS:

Your Board of Directors place on record their sincere appreciation of the contributions made by the employees at all levels to the growth of the Company.

Industrial relations at all our manufacturing sites remained cordial.

16. ACKNOWLEDGEMENTS AND APPRECIATION

Your Board of Directors take this opportunity to thank all stakeholders including customers, shareholders, suppliers, bankers, business partners/associates, collaborators, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. Your Directors also thank the Members and Investors for their confidence in the Company.

	For and on behalf of the Board of Directors
	Sd/-	Sd/-
	Dr. Dinesh S Patel	Dr. Sachin D. Patel
Place: Mumbai	Chairman	Director
Date: 20th May, 2025	DIN:00033273	DIN: 00033353