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THEMIS MEDICARE LTD.

13 November 2026 | 10:44

Industry >> Pharmaceuticals

Select Another Company

ISIN No INE083B01024 BSE Code / NSE Code 530199 / THEMISMED Book Value (Rs.) 45.67 Face Value 1.00
Bookclosure 23/09/2026 52Week High 141 EPS 0.12 P/E 817.63
Market Cap. 935.28 Cr. 52Week Low 65 P/BV / Div Yield (%) 2.22 / 0.49 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 the 56th
Annual Report along with the Audited Accounts 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

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. For
the year ended 31st 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 31st 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 Companies House in the
United Kingdom (UK) with effect from 1st 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 31st 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 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.
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 of Section 73
of the Companies Act, 2013 (the "Act") and the
Companies (Acceptance of Deposits) Rules, 2014.

. DISCLOSURESUNDERSECTION 134(3)(l)OFTHEACT:

Except as disclosed elsewhere in this report, no
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.

. 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 Company's 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 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 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 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.

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 respective fields.

5. NOMINATION & REMUNERATION POLICY:

Your Company has constituted Nomination &
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
are sufficient enough to discharge their 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 Company's 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 Company's website at
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
the Company during the financial year with related
parties were on an arm's 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 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 the link:
https://www.
themismedicare.com/uploads/statutory/pdf/
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 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 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
inadequacy of such controls.

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

During the financial year 2025-26 no significant or
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 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 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 is
furnished in this regard.

During the year, the Preferential Issue Committee
was constituted to oversee preferential issue
of 45,95,795 convertible equity warrants to
Vividhmargi Investments Private Limited, a member
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 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.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 of the
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
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 convening
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 of Nomination and
Remuneration Committee ("NRC") had appointed
Ms. Neha Anant Thakore (DIN: 00893957) as
Additional Director categorized as Woman
Independent Director of the Company with effect
from 1st August, 2025 and her appointment was
approved by the members at the 55th AGM of the
Company held on 12th September, 2025.

Ms. Manjul Sandhu (DIN: 00330363) completed
her term as Woman Independent Director and
ceased from the Board w.e.f. 10th 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 of the
Company with effect from 14th 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 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 5
(Five) 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 Companies
Act, 2013, 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 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 31st March, 2026 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
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 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 31st 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 Issue Committee 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 Company's 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 programs
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/
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 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:

Mr. Bhaskar V. Iyer

Directors &
Members

ii

Ms. Manjul Sandhu
(ceased w.e.f. 10.11.2025)

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 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 III 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.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
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
held on 20th 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 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 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's 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/
commission 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 52nd
Annual General Meeting of the Company held
on 19th September 2022 to hold office from the
conclusion of the said meeting till the conclusion
of the 57th 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 (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. 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 API and formulation activities of the Company.

Pursuant to Section 148 of the Act read with the
Companies (Audit and Auditors) Rules, 2014,
appropriate resolution seeking ratification to
the payment of remuneration to the said Cost
Auditors is appearing in the Notice convening
the 56th 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 at 55th AGM of the Company to
conduct Secretarial Audit for a term of 5 (five)
consecutive financial years, to hold office from
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 55th
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 reason,
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
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 / Secretarial Audit reports:

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

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 of the Board and its
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
31st March, 2026 is available on the Company's
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 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 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 of Practicing Company
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 regulation 46 of the SEBI Listing
Regulations with the Stock Exchanges 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 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 an
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 sexual harassment
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 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)

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 manufacturing sites
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, 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

Chairman Managing Director & CEO

DIN:00033273 DIN:00033353

Place: Mumbai
Dated: 28th May, 2026