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GUJARAT THEMIS BIOSYN LTD.

06 November 2026 | 12:00

Industry >> Pharmaceuticals

Select Another Company

ISIN No INE942C01045 BSE Code / NSE Code 506879 / GUJTHEM Book Value (Rs.) 23.12 Face Value 1.00
Bookclosure 23/09/2026 52Week High 470 EPS 3.59 P/E 106.01
Market Cap. 4948.37 Cr. 52Week Low 225 P/BV / Div Yield (%) 16.44 / 0.18 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors have pleasure in presenting herewith the 45th Annual Report together with the Audited Accounts of the
Company for the Financial Year ended 31st March, 2026.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

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

(Rs. in Lakhs)

Particulars

31st March, 2026

31st March, 2025

Income

16,825.09

15,323.23

Less: Expenses

10,616.08

8,769.44

Profit/ (Loss) before Tax

6,209.00

6,553.79

Current Tax

1,078.63

1,669.62

Deferred Tax

462.23

28.05

Adjustment of Tax relating to earlier periods

-

(21.05)

Profit after Tax

4,668.15

4,877.17

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 growth in income and degrowth in profitability
as compared to the previous financial year. During the period, Total income recorded at Rs.16,825.09 Lakhs
(previous year Rs.15,323.23 Lakhs) registering a growth of 9.80%. The Net Profit after Tax recorded by the
Company for the year under review is Rs.4,668.15 Lakhs as compared to net profit of Rs. 4,877.17 Lakhs during
previous year registering a modest degrowth of 4.29%.

In April, 2026, the Company executed an Asset Purchase Agreement with Sanofi, the French holding company
of the Sanofi Group, for acquisition of a portfolio comprising 13 established brands in the anti-tuberculosis
(TB) and anti-infective brands together with the associated trademark rights, subject to receipt of necessary
regulatory approvals and satisfaction of customary closing conditions. This acquisition is expected to
strengthen the Company's forward integration strategy across intermediates, APIs and finished dosage
formulations, while enhancing its global market presence and distribution capabilities .

Your Company has also entered into definitive agreement for acquisition of 100% equity shareholding of
MicroBiopharm Japan Co., Ltd. ("MBJ"), Japan, through Themis Biosyn Japan Limited, a wholly owned
subsidiary of GTBL incorporated in Japan, subject to obtaining regulatory approvals and satisfaction of
customary closing conditions. MicroBiopharm Japan Co., Ltd. is a Japan based pharmaceutical Company
engaged in the research, development and manufacturing of APIs, intermediates and contract development
and manufacturing (CDMO) services.

During the year under review, the Company commissioned its state-of-the-art, multi-purpose synthetic and
fermentation-based API facility established for the production of various Active Pharmaceutical Ingredients
(APIs) and intermediates for use in the pharmaceutical industry in May 2025. The facility is expected to support
the Company's forward integration initiatives and strengthen its position in export markets, particularly in the
United States and Europe.

Further, the Company successfully completed the expansion of its Fermentation Block at its manufacturing
facilities situated at 69/C, GIDC Industrial Estate, Vapi - 396 195, Dist. Valsad, Gujarat, India. The expansion
has significantly enhanced the overall fermentation capacity of the Company from 450 KL to 990 KL, thereby
strengthening the Company's manufacturing capabilities for multiple fermentation-based products and
positioning it favourably to capitalise on emerging growth opportunities in the fermentation segment within
the pharmaceutical industry.

c. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of the business of the Company during the year under review.

d. SUBSIDIARY, ASSOCIATE & JOINT VENTURE COMPANIES:

As on 31st March, 2026, the Company does not have any subsidiary, associate & joint venture company.
However, on 19th May 2026 Company has incorporated Themis Biosyn Japan Limited as its wholly owned
subsidiary in Japan. The Company has also incorporated Themis Biosyn Ireland Private Limited as its wholly
owned subsidiary on 29th May 2026 and Themis Biosyn Private Limited was incorporated as a wholly owned
subsidiary of Themis Biosyn Ireland Private Limited on 16th June 2026.

e. 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 31st 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 the website of the Company at https://www.gtbl.in/wp-content/uploads/2023/06/ Dividend-
Distribution-Policy_GTBL_-Final.pdf

f. TRANSFER TO RESERVES:

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

g. REVISION OF FINANCIAL STATEMENTS:

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

h. PUBLIC 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(3)(l) OF THE ACT:

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

3. 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.

The Board opined and confirmed, 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 respective
fields.

4. 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 to discharge their duties.

During the financial year 2025-26, 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 Company's 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 Company's website at
https://www.gtbl.in/wp-content/uploads/2025/07/NRC-Policy-2022-23.pdf

5. 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 the
Financial Statements.

6. 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 arm's 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 2025-26. Further the details of the transactions with related parties are provided 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 5th February, 2026 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 Company's website at https://www.gtbl.in/wp-
content/uploads/2025/05/RPT-Policy_GTBL_14.02.2025.pdf

7. 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 Company's Internal Control System. The Company's 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.

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

During the financial year 2025-26, 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.

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

a. During the year there was no change in the Authorized and Paid-Up Share Capital of the Company. The
Authorized Share Capital of the Company was Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) comprising
of 25,00,00,000 (Twenty-Five Crore) Equity Shares of Re. 1/- (Rupees One Only) each.

b. Further, the Paid-up Share Capital was Rs. 10,89,65,265/- (Rupees Ten Crore, Eighty-Nine Lakhs Sixty-Five
Thousand Two Hundred and Sixty-Five Only) comprising of 10,89,65,265 (Ten Crore, Eighty-Nine Lakhs Sixty-
Five Thousand Two Hundred and Sixty-Five) Equity Shares of Re.1/- (Rupees One Only) each.

c. 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.

d. 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.

10. 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 forms part of this report.

The BRSR report for the financial year 2025-26 has also been hosted on the Company's website and the same can be
accessed at https://www.gtbl.in/investors/reports

11. 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 & Chairman 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 Director 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. During the year, the Board of Directors of the Company on the recommendation of the Nomination and
Remuneration Committee approved the Appointment and Re-Designation of Dr. Sachin Patel (DIN: 00033353)
as Managing Director of the Company for a period of five years with effect from 1st July, 2025, Further, Mr. Nihar
Parikh (DIN: 02475787) was appointed as an Additional Director in the category of Non-Executive Independent
Director with effect from 1st August, 2025. The shareholders approved the appointment of Dr. Sachin Patel as
Managing Director and Mr. Nihar Parikh as Non-Executive Independent Director at the Annual General Meeting
held on 12th September, 2025.

c. Mr. Siddharth Kusumgar ceased to hold office as Independent Director of the Company with effect from
20th September, 2025 upon completion of his second consecutive term as an Independent Director of the
Company.

d. The Board of Directors on the recommendation of Nomination and Remuneration Committee appointed
Mr. Rajneesh Anand (DIN: 00134856) as an Additional Director in the category of Non-Executive Non-Independent
Director with effect from 10th November, 2025 and his appointment was approved by the shareholders through
postal ballot on 7th February, 2026.

e. Further, Ms. Kirandeep Madan (DIN: 00686547) completed her first term as an Independent Director on 30th
April, 2026. Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors at its meeting held on 5th February, 2026 re-appointed her as a Non-Executive Woman Independent
Director of the Company for a second term of five consecutive years commencing from 1st May, 2026 up to 30th
April, 2031 and the same was approved by the shareholders on 17th April, 2026 through postal ballot.

f. Mr. Bhavik Shah resigned from the position of Chief Financial Officer (CFO) of the Company with effect from
the close of business hours on 31st March, 2026. The Board of Directors, at its meeting held on 5th February,
2026, noted and accepted his resignation and approved the appointment of Mr. Krupesh Patel as the Chief
Financial Officer (CFO) of the Company with effect from 1st April, 2026.

g. Mr. Tapas Guha Thakurata, resigned from the office of Chief Executive Officer of the Company with effect from
30th June, 2025.

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.

12. 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. DIRECTOR'S 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 31st March, 2026, the Board of Directors hereby confirms that:

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

ii) such accounting policies had 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 31st March, 2026 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 had been prepared on a going concern basis;

v) internal financial controls had been laid down to be followed by the Company and that such internal
financial controls were adequate and 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 31st March, 2026:

i. Audit Committee;

ii. Stakeholders Relationship Committee;

iii. Nomination & Remuneration Committee;

iv. Corporate Social Responsibility Committee;

v. Risk Management Committee.

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 and details of which have been given in the Corporate Governance report annexed to
this report. This policy is also available on Company's 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 http://www.gtbl.in/wp-content/uploads/2026/09/GTBL-
Familiarization-programme-for-board-members.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 11th February, 2022.

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

i. Dr. Sachin D. Patel

Managing Director

ii. Mr. Nihar Parikh

Independent Director

iii. Mr. Rajneesh Anand

Non-Executive Director

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 Board's 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 11th 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-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

13. 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 41st Annual General Meeting (AGM) held on 7th September,
2022 till conclusion of the 46th 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 2026¬
27 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 45th 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.S2017MH469000 & Peer Review No. 3967/2023), to undertake the Secretarial
Audit of the Company for a term of five (5) consecutive financial years, to hold office from financial year 2025-26.

Secretarial Audit Report issued by M/s. KRS AND Co., Practicing Company Secretaries, in Form MR-3 for the
financial year 2025-26 forms part of this Annual report as Annexure-I.

e. INTERNAL AUDIT

At the beginning of each financial year, an audit plan is rolled out with approval of the Company's Audit
Committee. The plan is aimed 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/ 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 31st March, 2026.

g. 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 2025-26.

Secretarial Audit Report issued by the Secretarial Auditor in Form MR-3 for the financial year 2025-26 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 2025-26 does not contain any
qualifications.

h. 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.

14 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 31st March 2026 is
available on the Company's website on 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. 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 names of the members of the IC are displayed on the
notice board of each office and manufacturing unit.

Your Board confirms that the Company has complied with the provision relating to the constitution of Internal
Committee under POSH, 2013.

There was no complaint of sexual harassment received during the financial year 2025-26.

g. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including 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.

h. DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS (i.e. CHANGE OF 25% OR MORE AS COMPARED

TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR):

Sr. No.

Particulars

2025-26

2024-25

1

Debtors Turnover (in days)

101.42

70.51

2

Inventory Turnover (in days)

22.53

10.13

3

Interest Coverage Ratio

22.06

181.07

4

Current Ratio

1.12

2.53

5

Debt Equity Ratio

0.56

0.12

6

Operating Profit Margin (%)

45.55%

43.70%

7

Net Profit Margin (%)

28.15%

32.34%

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 (%)

17.41%

19.64%

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.

15. OTHER CONFIRMATIONS:

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

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

c. Valuation related details for financial year 2025-26 in respect of one time settlement of loan from banks or
financial institutions are not applicable.

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 Board 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 Managing Director

Date: 25th May, 2026 Chairman DIN:00033273 DIN: 00033353