Themis Medicare Ltd Directors Report

The Company is be engaged in the business of manufacturing of finished formulations syntheticActive During the year ended 31^st March, 2025, the Company has recorded income of Rs. 410 crores as against Rs. 386 crores in the previous year a modest increase of 6%. Profit after tax stood at Rs. 23.92 crores as against Rs. 24.74 crores, decrease of 3%. The Board of Directors at its meeting held on 18^th November, 2024 inter alia reviewed and evaluated the re-structuring options for consolidation of the Business and approved the termination of Agreement to Sell dated 7^th November, 2022 executed between the Company and Themis Lifestyle Private Limited (Now known as Themis Chemicals Private Limited) a Wholly owned Subsidiary of the Company for transfer of its going concern basis. The Board of Directors of the Company, at its meeting ^th November, 2024, had held on 18 also approved the Scheme of Amalgamation ("Scheme") between Gujarat Themis Biosyn Limited ("GTBL") and the Company 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 of Directors of GTBL, at its meetingheld on 13 ^th June, 2025 after evaluating new developments in the market decided to focus on its core business of fermentation based revisit all its strategic options. Consequently, the GTBL Board reconsidered its earlier decision of merger and resolved not to proceed with the proposed merger. Accordingly, the GTBL Board has approved the withdrawal of the Scheme as permitted under clause 21 of the In alignment with this decision, the Board of Directors of the Company has also resolved to withdraw the said Scheme of Amalgamation. Pursuant to this, the Company shall continue to focus on its core domestic formulations business with the objective of achieving long term sustainable growth. c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on 31^st March, 2025, the Company had three non-material subsidiaries namely, Artemis Biotech Limited, Themis Chemicals Pvt Ltd. and Dr. Themis Private Limited. The Company also had two overseas subsidiaries incorporated in the United Kingdom, viz; Carpo Medical Private Limited and Carpo Investments Private Limited. These two struck off from the Companies House in the United Kingdom (UK) with effect from 1^st April, 2025, in accordance with the applicable laws of the UK.

The performance and financial position of each of the subsidiaries and associates for the year ended 31^st March 2025 in Form AOC-1 is attached and marked as Annexure I and forms part of this Report. d. DIVIDEND:

Your Directors are pleased to recommend dividend of Re. 0.50 per equity share having face value of Re. 1 each, on 9,20,40,120 Equity shares, aggregating to Rs. 4,60,20,060 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 Friday, 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. themismedicare.com/uploads/statutory/pdf/ dividend-distribution-policy.pdf e. TRANSFER TO RESERVES:

Your Company has not transferredanyamount constituted Nomination & to reserves during the year under review. f. FIXED DEPOSITS:

During the year, your Company has not accepted any deposits within the meaning of Section of the Companies Act, 2013(the"Act")andthe sufficient enough to discharge Companies (Acceptance of Deposits) Rules, 2014.

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.

3. OTHER CONFIRMATIONS:

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

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

There was no revision in Companys credit rating during the year.

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

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 Company as required under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulation confirming that they meet the criteria of independence and that they are not aware of any circumstances 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.

Your Company has

Remuneration Committee as provided 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 73 are duties as such. The remuneration is being paid to Executive Chairman and Managing Director is in line with Schedule V of the Act as also commission and sitting fees are paid to other Directors for attending Board and Audit Committee meetings as well as meeting of Independent Directors.

The Companys Policy on Nomination & 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: www. themismedicare.com

Details of Loans granted, Guarantees given or Investments made during the financial year, covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

. 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.

All related party transactions are placed for the approval before the Audit before the Board and Shareholders wherever necessary in compliance with the provisions of the Act and Listing at its meeting held on 25^th March, 2025 reviewed and approved the related party transactions after considering the minimum informationto 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 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 the link: https://www. themismedicare.com/uploads/statutory/pdf/ related-party-transaction-policy.pdf

The Internal Financial Controls followed by the Company are adequate and commensurate with the size and nature of the business and were operatingeffectively Internal Audit function of the Company is carried out through Independent Chartered Accountants Firms to test and verify the Companys Internal Control System. The Companys assets are adequately safeguarded against significant 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 Committeeand the Board reviews the report(s) of the independent internal auditors at regular intervals along with the adequacy, effectiveness and observations internal auditors regarding internal control systems and recommends of the Company, Dr. Adam improvements and remedial measures wherever necessary. Director During the year under review, no material or serious observations were received from Internal Auditors of the Company for inefficiency or inadequacy of such controls.

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

1. As per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable Regulations, details of equity shares issued if any under Employees Stock Option Scheme during the financial year under review is furnished in Annexure II attached herewith which forms part of this Report. The provisions of Section 67(3) as well as disclosure under rule 16(4) of Companies (Share Capital and Debentures) Rules 2014 are not applicable in respect of Equity shares allotted against granted to employees.

2. 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."

11.BUSINESSduringtheyearunderreview. RESPONSIBILITY AND SUSTAINABILITY

In accordance with Regulation 34(2) of the SEBI Listing 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.themismedicare.com/investor-relations/ annualreport ofthe 12.DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and the Articles of Association Demeter(DIN:10283162),Non-of the Company, retires by rotation Annual GeneralMeetingand being eligible offers himself for re-appointment. The Board recommends to the members the re- appointment of Dr. Adam Demeter (DIN: 10283162) as a Director in the ensuing Annual General Meeting (AGM) of the Company. Necessary resolution for the appointment/ reappointment of the Directors is included in the Notice convening the the proposal for appointment/re- appointment are mentioned in the Explanatory Statement to the Notice. Pursuant to Section 161 of the Companies Act,

2013 the Board of Directors of the Company had appointed Mr. Nikunt Raval (DIN: 10357559) as an Independent Director of the Company with effect from 6^th June, 2024 and his appointment was approved by the members at the 54^th AGM of the Company held on 22^nd July, 2024. Mr. Hariharan Subramaniam (DIN: 00162200) completed his second term as an Independent Director and retired from the Board at the 54^th AGM held on 22^nd July, 2024. TheBoardof Directors fraud and placed on record theirappreciationforthevaluable services rendered by Mr. Hariharan Subramaniam during his tenure as Director of the Company. Further, the Board, on recommendation of NRC appointed Mr. Pradeep Chandan as Director-Legal, Compliance & Company Secretary with effect from 1^st August 2024, in place of Mr. Sangameshwar Iyer, who superannuated from the services of the Company. The Board of Directors placed on record its appreciation to Mr. Iyer for his valuable 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.

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 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. for b. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2025,theBoardofDirectors hereby and Disclosure Requirements) confirms that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departure 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 that 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 other 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 CONSTITUTED BY 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:

Committee constitutedby Board the i. Audit Committee; Committee; ii. StakeholdersRelationship iii. Nomination & Remuneration Committee; iv. Corporate Social Responsibility Committee; v. Risk Management Committee In addition to the above, a committee of Independent Directors was constituted the purpose of evaluating and approving the scheme of amalgamation between the Company and Gujarat Themis Biosyn Limited, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations Regulations, 2015. The details with respect to the aforesaid Committees form part of the Corporate Governance Report. d. VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY:

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.themismedicare. com/uploads/statutory/pdf/vigil-mechanism- and in accordance with the whistle-blower-policy-31.pdf e. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

The Company conducts familiarization programmes for Independent Directors and the details are uploaded on the website of the Company on the below mentioned link:https:// www.themismedicare.com/uploads/statutory/ pdf/familarization-programme-2024-25.pdf f. RISK MANAGEMENT POLICY:of the Board and its Committees, 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 identifiedand controlled by the risks are means of a properly defined framework. As per Regulations, 21oftheSEBIListing Risk Management Committee of the Company has been constituted ^th February, 2022.

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

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

The Company has formulated policy for CSR of the Company at https://www.themismedicare com/uploads/statutory/pdf/csr-policy-with-amendments.pdf During the year under the review three CSR

committee meetings were held. h. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the Listing Regulations parameters suggested by the Nomination & Remuneration policy, the Board of Directors carried out an annual evaluation of its own performance, Board, Committeesand 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 Board culture, execution and performance of specific duties, obligations and governance. In a separate meeting of Independent Directors 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-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 Directors was presented to the Board. i. DISCLOSURE UNDER SECTION 197(12) OF

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 furnisheda Corporate Social in

The statement containing names of employees in terms of remuneration drawn and the particulars 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 pradeep. chandan@themismedicare.com j. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

None of the Directors or managerial personnel of the Company is in receipt of remuneration/ commission from any Subsidiaries of the Company.

M/s Krishaan & Co., Chartered Accountants (ICAI COP no. 208431) were appointed as Statutory Auditors of the Company at the 52^nd Annual General Meeting of the Company held on 19^th September 2022 to hold office from conclusion of the said meeting till the conclusion of the 57^th AGM to be held in financial year 2027 b. MAINTENANCE OF COST RECORDS:

Maintenance of financial years, to hold office from cost records is required as specified by the Central Government under sub-section 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 Committee, appointed M/s. B. J. D. Nanabhoy & Co., Cost Accountants 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 formulation Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolution seeking ratification the payment of remuneration to the said Cost Auditors is appearing in the Notice convening the 55^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. SAV & Associates LLP, (COP No. 825) Practicing Company Secretaries, Mumbai, to conduct Secretarial Audit for the financial year 2024-25. Secretarial Audit Report issued by M/s. SAV & Associates LLP, Practicing Company Secretaries, in Form MR-3 for the forms part of Annual report. The Secretarial Audit Report is annexed to this report as

Annexure - V.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12^th December, 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. SAV & Associates LLP, Company Secretaries as the Secretarial Auditors of the Company, for a term of 5 (five) consecutive Financial Year 2025-26. e. Qualification/

There are no adverse remarks or disclaimer made by Statutory Auditor or Secretarial Auditor in their respective reports for the financial year ended 31^st March, 2025. f. Compliance with Secretarial Standards:

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

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.themismedicare.com; b. CONSERVATION OF ENERGY, TECHNOLOGY

The particulars as 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, exchange earnings and outgo etc. are furnished in Annexure VI 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 is annexed to this Annual report. d. CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with a Certificate Secretary regarding compliance of the conditions of Corporate Governance as stipulated in regulation 17 to 27 and clauses (b) to (i) of sub-regulation(2) of regulation46 of the SEBI Listing Regulations 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. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE:

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

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 Internal Committee (IC) and name of the members of the IC are displayed on the notice board of each office and manufacturing units the Company. There was no Complaint of sexual harassment received during the financial year 2024-25 g. DETAILS OF SIGNIFICANT CHANGES IN KEY

Your Board of Directors place on record their sincere appreciation of the contributions made by the employees at all level to the growth of the Company. Industrial relations at all our manufacturing sites remained cordial.

Your Board of Directors take this opportunity to thank all stakeholder 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.

Chairman Managing Director & CEO DIN: 00033273 DIN: 00033353 Place: Mumbai Dated: 20^th May, 2025

In case the voting rights are not directly exercised, to provide additional details as specified in Rule 16(4) of the Companies (Share Capital and Debenture) Rules, 2014.

* Pursuant to Sub-Division of Face Value of equity shares of the Company from the Face Value of 10/- to Face Value of 1/- per share, w.e.f. 10^th October, 2023, it has become imperative to make suitable change(s) / amendment(s) / modification(s) in the existing "Themis Scheme 2012" (the "Scheme"). Accordingly, the Board has suitably adjusted the exercise price to 33.48 (From 334.75/-) and 30.30/- (From 303.00/-) per equity share.

Disclosure pursuant to section 134(3)(M) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014

Your Company has three manufacturing plants in India at Vapi, Hyderabad and Haridwar. Below is a comprehensive summary of the efforts undertaken towards conservation of energy and technology absorption during the financial year 2024-25.