Themis Medicare Ltd Directors Report

The Members, Themis Medicare Limited

Your Directors have pleasure in presenting the 56^th Annual Report along with the Audited Accounts for the financial year ended ^st March, 2026.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

Financial Performance of the Company for the year ended 31^st March, 2026 as compared to the previous financial year is summarized below:

(Rs. in lakhs)

Particulars	31st March, 2026	31st March, 2025
Income	35,159.71	41,018.11
Less: Expenses	36,283.89	37,641.75
Profit/(Loss) before tax	(1,340.10)	3,376.36
Current tax	0.00	830.00
Deferred tax	78.45	154.21
Profit after Tax	(1,418.55)	2,392.15

b. OPERATIONS OF THE COMPANY:

The Company is engaged in the business of manufacturing of finished formulations and synthetic Active Pharmaceutical Ingredients. the year ended 31^st March, 2026, the Company has recorded income of Rs. 351.60 crores as against Rs. 410.18 crores in the previous year a modest decrease of 14%. Profit / Loss after Tax stood at Rs. (14.19) crores as against the profit of previous year Rs. 23.92 crores, with decrease of 159%. c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on 31^st March, 2026, 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 entities have been struck off from 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, associates and joint venture Companies for the year ended 31^st March, 2026 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 9,21,00,120 Equity shares, aggregating to Rs. 4,60,50,060 for the financial year ended 31^st March, 2026. The dividend would be subject to the approval of the members at the forthcoming Annual General Meeting. The said dividend recommendation is in accordance with the Dividend Distribution Policy of the Company which is available on . thewebsiteoftheCompanyathttps://www themismedicare.com/uploads/statutory/pdf/ dividend-distribution-policy.pdf

e. TRANSFER TO RESERVES:

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

f. PUBLIC DEPOSITS:

During the year, your Company has not accepted any deposits within the meaning ofSection73 of the Companies Act, 2013 (the "Act") and the For Companies (Acceptance of Deposits) Rules, 2014.

2. DISCLOSURES UNDER SECTION 134(3)(l) 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.

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, other than intimated to the exchanges from time to time.

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

Valuation Houseinthe related details for financial year 2025-26 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 Regulations 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 to 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 The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their

5. NOMINATION & REMUNERATION POLICY:

Your Company has constituted Nomination & Remuneration Committee as provided under section 178(1) Remuneration Committee considers that and positive attributes qualifications, of the Directors on the Board of the Company their duties as are 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 Proper systems have been www.themismedicare.com.

6. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

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.

7. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

Contracts/arrangements/transactions entered by to the 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 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 13th February, 2026 reviewed and approved the related party transactions after considering the minimum information 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 fields.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. the themismedicare.com/uploads/statutory/pdf/ Act. The Nomination& related-party-transaction-policy.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 Firms 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. 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 auditors at regular intervals along with the adequacy, effectiveness and observations of the internal auditors 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 of the inadequacy of such controls.

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

During the financial year 2025-26 no material order has 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:

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 Annexure II attached 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 ESOPs granted to employees.

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 furnished in this regard.

During the year, the Preferential Issue Committee was constituted of 45,95,795 convertible Vividhmargi Investments Private Limited, a member of the of the Promoter Group. The proposed preferential issue is currently in process.

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 2025-26 has been prepared in accordance with the format prescribed by SEBI. The BRSR report formspartofthisreport. is prepared and The BRSR report for the financial year 2025-26 has also been hosted on the Companys website and the same can be accessed at https:// www.themismedicare.com/investor-relations/ annualreport.

12.DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association Company, Mr. Rajneesh Anand (DIN: 00134856) 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 significantor the re-appointment of Mr. Rajneesh Anand (DIN: 00134856) 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 the ensuing AGM and details of 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 on the recommendation Remuneration Ms. Neha Anant Thakore (DIN: 00893957) as year under review is furnished in Additional Director herewith which forms part categorized as Woman Independent Director of the Company with effect from 1^st August, 2025 and her appointment was approved by the members at the 55^th AGM of the Company held on 12^th September, 2025. Ms. Manjul Sandhu (DIN: 00330363) completed her term as Woman Independent Director and ceased from the Board w.e.f. 10^th November, 2025. The Board of Directors placed on record their appreciation for the valuable services rendered by Ms. Manjul Sandhu during her tenure as Woman Independent Director of the Company. Further, the Board, on recommendation of NRC, has appointed Mr. Nagraj Mogaveera as Interim Company Secretary and Compliance Officer Company with effect from 14^th February, 2026 in place of Mr. Pradeep Chandan, who resigned from the office Company Secretary and Compliance Officer w.e.f. 13th February, 2026.

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.DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

A calendar of regular meetings circulated in advance to the Directors. Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder, the Board met 5 (Five) timesduring 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:

134(5) of IntermsofSection the Companies

Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2026, the Board of Directors hereby confirms that:

i. in the preparation 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, 2026 and of the profit of the Company for that year; sufficientwas taken for

iii.proper and the maintenance of adequate accounting records in accordancewiththe provisions programs 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 adequateandoperating

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, 2026:

Committee constituted by the Board

i. Audit Committee; ii. Stakeholders Relationship Committee;

iii. Nomination & Remuneration Committee;

iv. Corporate Social Responsibility Committee;

v. Risk Management Committee In addition to the above, during the year, the

Preferential IssueCommittee was constituted for the purpose of proposed issue of up to 45,95,795 convertible equity warrants to Vividhmargi Investments Private Limited, Promoter Group of the Company 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 Committee forms 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- whistle-blower-policy-31.pdf

e. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

The Company conducts familiarization for Independent Directors and the details are uploaded on the website of the Company on the below mentionedlink: https://www. themismedicare.com/uploads/statutory/pdf/ familiarization-programme-2025-26.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 definedframework. As per Regulation 21 of the SEBI Listing Regulations, Risk Management Committee of the Company has been constituted by the Board on 11th February, 2022.

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

i Mr. Bhaskar V. Iyer
ii Ms. Manjul Sandhu (ceased w.e.f. 10.11.2025)	Directors & Members
iii Dr. Sachin Patel
iv Ms. Neha Thakore (appointed w.e.f. 01.08.2025)
v Mr. Tushar Dalal	Member and Chief Financial Officer

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

197(12) of the Act read TheCompanyhasformulatedpolicy for CSR with Rule 5(2) activities and is placed on the website of the Company at https://www.themismedicare. com/uploads/statutory/pdf/csr-policy-with-amendments.pdf.

During the year under the review, 1 (one) CSR committee meeting was held. 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 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 held on 20^th March, 2026, 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 (1) of section148 of the Act and along with the actionplan for implementing the recommendations made by the Directors was presented to the Board.

i. DISCLOSURE UNDER SECTION 197(12) OF THE ACT 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 IV The statement containing names of employees in terms of remuneration drawn and the particulars of employees as required under Section 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 Section136 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 Companys email id at cfoassist@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/ . ommission from any Subsidiaries of the Company.

14.AUDITORS:

a. APPOINTMENT OF STATUTORY AUDITORS:

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 the 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 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 Audit Committee, appointed M/s. R. Nanabhoy & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2026-27 for conducting the audit of the cost accounting records maintained by the Company in respect of the Company. activities ofAPIandformulation Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolution seeking ratification the payment of remunerationto the said Cost Auditors is appearing in the Notice the 56^th AGM of the Company.

d. SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 the CompaniesAct,2013 and the Companies of the Board and its (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. SAV & Associates LLP, (COP No. 825) Practicing Company Secretaries, Mumbai at 55^th AGM of the Company to conduct Secretarial Audit for a term of 5 (five) consecutive financial years, to hold office Financial Year 2025-26. Secretarial Audit Report issued by M/s. SAV & Associates LLP, Practicing Company Secretaries, in Form MR-3 for the financial year 2025-26 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 12th December, 2024, the Secretarial Auditors has been appointed by the Members of the Company at the 55^th AGM on the recommendation of the Board of Directors, for a period of five (5) consecutive years. The secretarial auditor report is self-explanatory. Gratuity was paid to the employees once the details are received and accordingly effectively there was no delay. There was delay in submission of annual report under POSH Act for one location due to administrative however it was nil report, since there was no any instance to report, and there is ambiguity on whether its need to submit report, even if there is no instance or nil report.

e. INTERNAL AUDIT:

At the beginning of each financial year, an audit plan is rolled out with approval of the Companys Audit Committee at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations.

f. Qualification /

Audit / Secretarial Audit reports:

There are no qualification, reservation or adverse remarks or disclaimer made by Statutory Auditor or Secretarial Auditor in their respective reports to for the financial year ended 31^st March, 2026. convening

g. 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 committee (SS1) and General Meeting (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, 2026 is available on the Companys website on https://www.themismedicare.com;

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 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation technology absorption, foreign 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 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 Internal Committee (IC) and name of the members of the IC are displayed on the Notice Board of each office and manufacturing units of the Company.

There was no Complaint of sexualharassment financial institutions received during the financial year 2025-26. Your Board confirms that the Company has complied with the provision relating to the constitution of Internal Committee under POSH, 2013.

g. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961 of Practicing Company h. DETAILS OF SIGNIFICANT CHANGES IN KEY

FINANCIAL RATIOS (I.E. CHANGE OF 25% OR

MORE AS COMPARED TO THE IMMEDIATELY

PREVIOUS FINANCIAL YEAR):

Particulars	2025-26	2024-25
1 Debtors Turnover (in days)	190 Days	160 Days
2 Inventory Turnover (in days)	233 Days	214 Days
3 Interest Coverage Ratio	-0.25:1	4.36: 1
4 Current Ratio	1.65:1	1.78:1
5 Debt Equity Ratio	0.37:1	0.29: 1
6 Operating Profit Margin (%)	-1%	11%
7 Net Profit Margin (%)	-4%	6%

. 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	2025-26	2024-25
Return on net worth (%)	-5%	8%

j. EMPLOYEES RELATIONS:

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 remained cordial.

ACKNOWLEDGEMENTS AND APPRECIATION:

Your Board of Directors takes this opportunity to thank all stakeholders including customers, shareholders, suppliers, bankers, business partners /associates,collaborators, 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 Act, 1961, including	Dr. Sachin D. Patel
Chairman	Managing Director & CEO
DIN: 00033273	DIN: 00033353
Place: Mumbai
Dated: 28th May, 2026