Directors Report of Gayatri BioOrganics Ltd.

Mar 31, 2025

The Directors have pleasure in presenting before you the 34th Boards'' Report of the Company
together with the Audited Statements of Accounts for the year ended 31st March, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31st March, 2025 has been as under:

(Rs. in lakhs)

Particulars	2024-25	2023-24
Revenue from operations	-	-
Other income	-	-
Profit/loss before Depreciation, Finance Costs,	(72.65)	(68.12)
Exceptional items and Tax Expense	-	-
Less: Depreciation/ Amortisation/ Impairment	0.14	0.24
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(72.65)	(68.12)
Less: Finance Costs	-	-
Share of loss of an Associate	-	-
Profit /loss before Exceptional items and Tax Expense	(72.65)	(68.12)
Add/(less): Exceptional items	-	-
Profit /loss before Tax Expense	(72.65)	(68.12)
Less: Tax Expense (Current & Deferred)	-	-
Profit /loss for the year (1)	(72.65)	(68.12)
Total Comprehensive Income/loss (2)	-	-
Total (1 2)	(72.65)	(68.12)
Balance of profit /loss for earlier years	-	-
Less: Transfer to Reserves	-	-
Less: Dividend paid on Equity Shares	-	-

2. REVIEW OF OPERATIONS:

The Company has not generated any revenue for the FY 2024-25 and the Previous FY 2023-24.

The company has incurred a net loss of Rs. 72.65 Lakhs for the financial year 2024-25 as
against the net loss of Rs. 68.12 lakhs for the previous year.

3. DIVIDEND:

Your Directors have decided not to recommend any dividend for the year 2024-25.

4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company''s affairs and related aspects is provided under Management
Discussion and Analysis report, which has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and forms part of this Report.

5. RESERVES:

The Closing balance of reserves, including retained earnings, of the Company as at March 31st,
2025 is Rs. (3589.31) Lakhs.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the
nature of Business.

7. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the company
between 31st March and the date of Board''s Report (i.e. 29.07.2025)

8. REVISION OF FINANCIAL STATEMENTS:

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

9. SHARE CAPITAL:

During the year under review, the authorized share capital of the Company stands at Rs.
90,00,00,000/- divided into 9,00,00,000 equity shares of Rs.10/- each.

The paid-up share capital of the Company stands at Rs. 78,78,81,420/- divided into
7,87,88,142 equity shares of Rs.10/- each.

10. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company till date.

11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be transferred to the
Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and
therefore no amount is required to be transferred to Investor Education and Provident Fund
under the Section 125(1) and Section 125(2) of the Act.

12. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS
/CEO/ CFO AND KEY MANANGERIALPERSONNEL:

During the year the following directors there were no changes is directorate and KMP. However,
subsequent to 31.03.2025 following are the changes in Board of Directors:

Appointments/Re-appointments:

• Re-appointment of Mr. P. V. Narayana Rao and Mr. Ch. R. Seshaprasad as Independent
Directors of the company w.e.f. 29.05.2024.

• Re-appointment of Mr. Murali Vittala as Independent Director of the company w.e.f. 30.01.2025.

• Appointment of Mr. Srinivas Iduri as Independent Director (Additional) of the company w.e.f
28.05.2025.

• Re-designation of Ms. Meenakshi Ramchand Sachdeva from non- executive non-independent
director to independent director of the company with effect from 28.05.2025.

• Appointment of Mr. Sreedhara Reddy Kanaparthi as the Compliance Officer of the company
w.e.f. 17.06.2025.

• Re-appointment of Mr. Sreedhara Reddy Kanaparthi as Whole-time Director w.e.f. 13.07.2025.
Resignations:

• Resignation of Mr. Murali Vittala as an Independent Director of the company w.e.f. 28.05.2025.

• Resignation of Mr. Ramachandra Seshaprasad Chodavarapu as Independent Director of the
company w.e.f. 28.05.2025

• Resignation of Mr. Aamir Tak as Company Secretary and Compliance Officer of the company
w.e.f. 17.06.2025.

The Board places on record sincere appreciation for the services rendered by the resigning
directors/KMP during their tenure.

13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Independent directors of the company to the
effect that they are meeting the criteria of independence as provided in Sub-section (6) of
Section 149 of the Companies Act, 2013 and under regulation 16(1)(b) read with regulation 25
of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

The Independent Directors have also confirmed that they have complied Company''s Code of
Conduct. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors
have confirmed 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.

During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors and
Committee(s).

During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors and
Committee(s).

14. BOARD MEETINGS:

The Board of Directors duly met Five (5) times on 11.05.2024, 27.06.2024, 03.08.2024,
11.11.2024 and 20.01.2025 in respect of which meetings, proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book maintained for the
purpose.

15. BOARD EVALUATION:

Evaluation of all Board members is performed on an annual basis. The evaluation is performed
by the Board, Nomination and Remuneration Committee and Independent Directors with
specific focus on the performance and effective functioning of the Board and Individual
Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/
CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act, 2017 the
Company adopted the recommended criteria by Securities and Exchange Board of India.

The criteria for performance evaluation covers the areas relevant to the functioning of the Board
and Board Committees such as its composition, oversight and effectiveness, performance,
skills and structure etc.

The evaluation of Board of Directors is performed by the Board after seeking all the inputs from
the Directors and the Board Committees by seeking inputs from the Committee members. The
performance evaluation of the individual directors is done by the Nomination and Remuneration
Committee.

The performance evaluation of non-independent directors, the Board as a whole and the
Chairman is done by a separate meeting of Independent directors after taking inputs from the
Executive directors.

16. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) &
(3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under section 197 of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in Annexure 1 to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the
Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in
Annexure 2 to this report.

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and
above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits specified
under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies
(Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013
the ratio of remuneration is nil as no remuneration is paid Directors of the Company.

18. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of
their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit and loss of the
company for that period;

(c) The Directors had taken proper and sufficient care 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;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

19. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. The Company maintains appropriate system of
internal control, including monitoring procedures, to ensure that all assets are safeguarded
against loss from unauthorized use or disposition. Company policies, guidelines and
procedures provide for adequate checks and balances, and are meant to ensure that all
transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed
for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management
Discussion and Analysis Report which is appended as Annexure 5 and forms part of this Report.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT:

There have been no frauds reported by the auditor''s u/s 143(12).

21. CEO/ CFO CERTIFICATION:

The Whole Time Director and Chief Financial Officer Certification on the financial statements
under Regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations,
2015 for the year 2024-2025 is annexed in this Annual Report.

22. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any subsidiaries/associates/joint ventures.

23. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31,
2025, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019
amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to
file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding
receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan, guarantees or made any investments attracting the
provisions as prescribed in Section 186 of the Companies Act, 2013.

25. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s
length basis and were in the ordinary course of business. During the financial year 2024-25,
there were no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large.

The statement of transactions to be entered into with the related parties for FY 2024-25 were
approved by the Audit Committee and the same were reviewed and taken note of on a quarterly
basis. The summary statements are supported by an independent audit report certifying that
the transactions are at an arm''s length basis and in the ordinary course of business.

The Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure 3 to this report.

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

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided
hereunder:

A. Conservation of Energy: Your Company''s operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by using energy efficient
computers and purchase of energy efficient equipment

B. Research & Development and Technology Absorption: All the Factors mentioned in Rule 8
(3) (b) Technology absorption are not applicable to the Company.

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: NIL

2. Foreign Exchange Outgo: NIL

27. COMMITTEES:

(I) . AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the

provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with
Section 177 of the Companies Act, 2013 are included in the Corporate Governance report,
which forms part of this report.

(II) . NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration

Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI
(LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act,
2013 are included in the Corporate Governance report, which forms part of this report.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee
of the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR)
Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are
included in the Corporate Governance report, which forms part of this report.

28. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs.
1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of
the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and
hence the Company need not adopt any Corporate Social Responsibility Policy.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the
provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing
Regulations. The Company promotes ethical behavior and has put in place a mechanism for
reporting illegal or unethical behavior. The Company has a Vigil Mechanism and Whistle-blower
policy under which the employees are free to report violations of applicable laws and
regulations and the Code of Conduct. Employees may report their genuine concerns to the
Chairman of the Audit Committee. During the year under review, no employee was denied
access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to
report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013. The same has been placed on the website of the Company
https://www.gayatribioorganics.com/Policies.html.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts that would impact
the going concern status of the Company and its future operations.

31. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

At the 32nd Annual General Meeting held on 28.09.2023, the members of the company
approved the appointment of M/s. MGR & Co., Chartered Accountants as Statutory Auditor of
the company till the conclusion of 37th Annual General Meeting to be held in the calendar year
2028.

The Auditors have confirmed that they have subjected themselves to the peer review process of
Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer
Review Board of the ICAI.

The notes on accounts referred to in the auditors'' report are self-explanatory and therefore don''t
call for any further comments by the Board of directors. There are no qualifications or adverse
remarks in the Auditors'' Report which require any clarification or explanation.

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended
March 31, 2025 and has noted that the same does not have any reservation, qualification or
adverse remarks.

32. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with
Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual
Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI
Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance
Report dated 28.05.2025, was given by M/s. S.S. Reddy & Associates, Practicing Company
Secretary which was submitted to Stock Exchange within 60 days of the end of the financial
year.

33. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the
Audit Committee, the Board of Directors had appointed M/s. S.S. Reddy & Associates,
Practicing Company Secretaries (CP No. 7478) as the Secretarial Auditor of the Company, for
conducting the Secretarial Audit for financial year ended March 31,2025.

The Secretarial Audit was carried out by M/s. S.S. Reddy & Associates, Practicing Company
Secretaries (CP No. 7478) for the financial year ended March 31,2025. The Report given by the
Secretarial Auditor is annexed herewith as Annexure- 4 and forms integral part of this Report.

The Board in its meeting held on 28.05.2025, has appointed M/s. Vivek Surana & Associates,
Practicing Company Secretaries as Secretarial Auditors of the Company for a period of five (5)
years i.e., for the financial years 2025-26 to 2029-30, subject to the approval of shareholders of
the company.

34. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules,
2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers)
Rules, 2014; During the year under review the Internal Audit of the functions and activities of the
Company was undertaken by the Internal Auditor of the Company by M/s. VAS & Co., Chartered
Accountants., the Internal Auditors of the Company for the fY 2024-25.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant
Audit Observations along with recommendations and its implementations are reviewed by the
Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or
qualification on accounts of the Company from the Internal Auditor.

The Board in its meeting held on 28.05.2025, has re-appointed M/s. VAS & Co., Chartered
Accountants, Hyderabad as Internal Auditors for the Financial Year 2025-26.

35. SECRETARIAL STANDARDS:

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the Institute of
Company Secretaries of India and notified by Ministry of Corporate Affairs.

36. DECLARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any
default under Section 164(2) of the Companies Act, 2013 as on March 31,2025.

37. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an annual return is uploaded on
website of the Company https://www.gayatribioorganics.com/annualreturns.html.

38. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions
of Section 148(1) of the Act, are not applicable for the business activities carried out by the
Company.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation
provides an overview of the affairs of the Company, its legal status and autonomy, business
environment, mission & objectives, sectoral and operational performance, strengths,
opportunities, constraints, strategy and risks and concerns, as well as human resource and
internal control systems is appended as Annexure 5 for information of the Members.

40. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

The Company familiarizes its Independent Directors on their appointment as such on the Board
with the Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, etc. through familiarization programme. The Company also
conducts orientation programme upon induction of new Directors, as well as other initiatives to
update the Directors on a continuing basis. The familiarization programme for Independent
Directors is disclosed on the Company''s website https://www.gayatribioorganics.com/
Policies.html.

41. INSURANCE:

The Company is not having any major fixed asset and therefore no insurance is taken.

42. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As
stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a
report on Corporate Governance is appended as Annexure 6 in this annual report for
information of the Members. A requisite certificate from the Secretarial Auditors of the Company
confirming compliance with the conditions of Corporate Governance is attached to the Report
on Corporate Governance.

43. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or

transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.

No compensation was paid to the Independent and Non-Executive Directors.

44. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB¬
SECTION (3) OF SECTION 178:

The assessment and appointment of Members to the Board is based on a combination of
criterion that includes ethics, personal and professional stature, domain expertise, gender
diversity and specific qualification required for the position. The potential Board Member is also
assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act,
2013 and Regulation 27 of SEBI (LODR) Regulations, 2015. In accordance with Section 178(3)
of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the
recommendations of the Nomination and Remuneration Committee, the Board adopted a
remuneration policy for Directors, Key Management Personnel (KMPs) and Senior
Management. The Policy is attached a part of Corporate Governance Report. We affirm that the
remuneration paid to the Directors is as per the terms laid down in the Nomination and
Remuneration Policy of the Company.

45. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable
Securities laws. The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain the highest ethical
standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair
disclosure of unpublished price sensitive information and code of conduct for the prevention of
insider trading is available on our website https://www.gayatribioorganics.com/Policies.html.

46. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of
The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013. Internal Committee (IC) has not been constituted since there are less than 10 employees
in the Company.

During the year 2024-25, there were no complaints received by the Company.

47. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures
is not required.

48. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were
failed to be implemented.

49. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the
name of the Company under Insolvency and Bankruptcy Code, 2016.

50. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL
INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from banks
and financial institutions.

51. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies. All the policies are available on our
website www.gayatribioorganics.com.

52. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities
except as mentioned:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee''s stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

53. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature of business and size of
the operations, to effectively provide for safety of its assets, reliability of financial transactions
with adequate checks and balances, adherence to applicable statues, accounting policies,
approval procedures and to ensure optimum use of available resources. These systems are
reviewed and improved on a regular basis. It has a comprehensive budgetary control system to
monitor revenue and expenditure against approved budget on an ongoing basis.

54. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

There have been no companies which have become the subsidiaries, joint ventures and
associates during the year under review.

55. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company has not accepted any public deposits during the Financial Year ended March 31,
2025 and as such, no amount of principal or interest on public deposits was outstanding as on
the date of the balance sheet.

56. CREDIT & GUARANTEE FACILITIES:

The Company has not availed credit and guarantee facilities.

57. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within the Organization. The
Company has a robust risk management framework to identify, monitor and minimize risks and
also to identify business opportunities. As a process, the risks associated with the business are
identified and prioritized based on severity, likelihood and effectiveness of current detection.
Such risks are reviewed by the senior management on a quarterly basis. Risk Management
Committee of the Board of Directors of your Company assists the Board in (a) overseeing and
approving the Company''s enterprise wide risk management framework; and (b) overseeing
that all the risks that the organization faces such as strategic, financial, credit, market, liquidity,
security, property, IT, legal, regulatory, reputational, other risks have been identified and
assessed, and there is an adequate risk management infrastructure in place capable of
addressing those risks. The development and implementation of risk management policy has
been covered in the Management Discussion and Analysis, which forms part of this Report.

58. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed
to its social responsibility. The Company has been taking upmost care in complying with all
pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and
the keen interest shown by the Employees of your Company in this regard.

59. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with
regard to the affairs of the Company in all respects.

60. DEVIATIONS, IF ANY OBSERVED ON FUNDS RAISED THROUGH PUBLIC ISSUE,
PREFERENTIAL ISSUE ETC:

During the year under review, company has not raised any funds from public or through
preferential allotment.

61. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers, vendors, as
well as regulatory and governmental authorities. Your Directors also thanks the employees at all
levels, who through their dedication, co-operation, support and smart work have enabled the
company to achieve a moderate growth and is determined to poise a rapid and remarkable
growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks
and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL,
Banks, RBI etc. for their continued support for the growth of the Company.

For and on behalf of the Board of
Gayatri Bioorganics Limited

Sd/- Sd/-

T.V. Sandeep Kumar Reddy Sreedhara Reddy Kanaparthi
Place: Hyderabad Chairman and Director Whole-time Director

Date:29.07.2025 DIN: 00005573 DIN: 09608890

---

Mar 31, 2024

The Directors have pleasure in presenting before you the 33^rd Boards’ Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2024.

1. FINANCIAL SUMMARY /HIGHLIGHT S:

The performance during the period ended 31^st March, 2024 has been as under:

(Rs. In Lakhs)

Particular	Amount
	2023-24	2022-23
Revenue from Operations	-	166.74
Total Expenses	68.12	246.31
Profit Before Tax	(68.12)	(79.57)
Less: Provision for Taxation Profit / (Loss) After Tax	-	21.47
Other Comprehensive Income	-	-
Total Comprehensive Income	(68.12)	(101.04)
Earning per Equity Share-Basic: Diluted (in Rs.):	(0.09) (0.09)	(0.13) (0.13)

2. REVIEW OF OPERATIONS:

The total revenue of the Company for the financial year under review was nil as against Rs.166.74/-lakhs revenue for the previous financial year. The company has incurred a net loss of Rs. 68.12 Lakhs for the financial year 2023-24 as against the net loss of Rs. 101.04 lakhs for the previous year.

3. DIVIDEND:

Your Directors have decided not to recommend any dividend for the year 2023-24.

4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company’s affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Report.

5. RESERVES:

The Closing balance of reserves, including retained earnings, of the Company as at March 31^st, 2024 is Rs. (11,395.48)/-

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board’s Report there was no change in the nature of Business.

7. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board’s Report (i.e. 03.08.2024).

8. REVISION OF FINANCIAL STATEMENTS:

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

9. SHARE CAPITAL:

The authorized share capital of the Company stands at Rs. 90,00,00,000/- divided into 9,00,00,000 equity shares of Rs.10/- each.

The paid-up share capital of the Company stands at Rs. 78,78,81,420/- divided into 7,87,88,142 equity shares of Rs.10/- each.

10. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company till date.

11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

12. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIALPERSONNEL:

During the year, Smt. Meenakshi Ramchand Sachdeva was re-appointed as Non Independent & nonExecutive Director of the company, who has retired by rotation.

Sri. Venkata Narayana Rao Paluri was re-appointed as an Independent Director for a second term of 5 (Five) consecutive years on the Board of the Company commencing from 29.05.2024 up to 28.05.2029 (both days inclusive) and Sri. Ramachandra Seshaprasad Chodavarapu was re-appointed as an Independent Director for a second term of 5 (Five) consecutive years on the Board of the Company commencing from 29.05.2024 up to 28.05.2029 (both days inclusive).”

13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-Section (7) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed 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 judgment and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

14. BOARD MEETINGS:

The Board of Directors duly met Five (5) times on 12.05.2023, 10.08.2023, 04.09.2023, 10.11.2023 and 08.02.2024 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

15. BOARD EVALUATION:

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended criteria by Securities and Exchange Board of India. The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc.

The evaluation of Board of Directors is performed by the Board after seeking all the inputs from the Directors and the Board Committees by seeking inputs from the Committee members. The performance evaluation of the individual directors is done by the Nomination and Remuneration Committee.

The performance evaluation of non-independent directors, the Board as a whole and the Chairman is done by a separate meeting of Independent directors after taking inputs from the Executive directors.

16. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 1 to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 2 to this report.

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration is nil as no remuneration is paid to Mr. Sreedhara Reddy Kanaparthi, Whole time director of the Company.

18. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care 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;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure 5 and forms part of this Report.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditor’s u/s 143(12).

21. CEO/ CFO CERTIFICATION:

The Whole Time Director and Chief Financial Officer Certification on the financial statements under regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2023-2024 is annexed in this Annual Report.

22. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any subsidiaries/associates/joint ventures

23. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2024, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the

Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan, guarantees or made any investments attracting the provisions as prescribed in Section 186 of the Companies Act, 2013.

25. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. During the financial year 2023-24, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The statement of transactions to be entered into with the related parties for FY 2023-24 were approved by the Audit Committee and the same were reviewed and taken note of on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arm’s length basis and in the ordinary course of business.

The Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure 3 to this report.

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

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Company’s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment

B. Research & Development and Technology Absorption: All the Factors mentioned in Rule 8 (3) (b) Technology absorption are not applicable to the Company.

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: NIL

2. Foreign Exchange Outgo: NIL

27. COMMITTEES:

(I) . AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(II) . NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

28. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company promotes ethical behavior and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company www.gayatribioorganics.com.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

31. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

At the 32^nd Annual General Meeting held on 28.09.2023, the members of the company approved the appointment of M/s. MGR & Co., Chartered Accountants as Statutory Auditor of the company till the conclusion of 37^th Annual General Meeting to be held in the calendar year 2028.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

The notes on accounts referred to in the auditors’ report are self-explanatory and therefore don’t call for any further comments by the Board of directors. There are no qualifications or adverse remarks in the Auditors’ Report which require any clarification or explanation.

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for the year ended March 31, 2024 and has noted that the same does not have any reservation, qualification or adverse remarks

32. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated 29.05.2024, was given by M/s. S.S. Reddy & Associates, Practicing Company Secretary which was submitted to Stock Exchange within 60 days of the end of the financial year.

33. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. S.S. Reddy & Associates, Practicing Company Secretaries (CP No. 7478) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2024.

The Secretarial Audit was carried out by M/s. S.S. Reddy & Associates, Practicing Company Secretaries (CP No. 7478) for the financial year ended March 31, 2024. The Report given by the Secretarial Auditor is annexed herewith as Annexure- 4 and forms integral part of this Report.

The observations in the Secretarial Audit Report are self-explanatory and do not require any comments thereon.

34. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; During the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company by M/s. VAS & Co., Chartered Accountants., the Internal Auditors of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

The Board has re-appointed by M/s. VAS & Co., Chartered Accountants, Hyderabad as Internal Auditors for the Financial Year 2023-24.

35. SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

36. DECLARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Companies Act, 2013 as on March 31, 2024.

37. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company www.gayatribioorganics.com.

38. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as Annexure 5 for information of the Members.

40. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Company’s website www.gayatribioorganics.com

41. INSURANCE:

The Company is not having any major fixed asset and therefore no insurance is taken.

42. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance is appended to this annual report for information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

43. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors. No compensation was paid to the Independent and Non-Executive Directors.

44. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015. In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

45. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website (www.gayatribioorganics.com).

46. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Committee (IC) has not been constituted since there are less than 10 employees in the Company.

During the year 2023-24, there were no complaints received by the Company.

47. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

48. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

49. DETAILS OF APPLICATION MADE OR PROCEEs

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

50. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

51. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www.gayatribioorganics.com.

52. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as mentioned:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee’s stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

53. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

54. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

There have been no companies which have become the subsidiaries, joint ventures and associates during the year under review.

55. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2024 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

56. CREDIT & GUARANTEE FACILITIES:

The Company has not availed credit and guarantee facilities.

57. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are

reviewed by the senior management on a quarterly basis. Risk Management Committee of the Board of Directors of your Company assists the Board in (a) overseeing and approving the Company’s enterprise wide risk management framework; and (b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational, other risks have been identified and assessed, and there is an adequate risk management infrastructure in place capable of addressing those risks. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

58. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking upmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

59. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

60. DEVIATIONS, IF ANY OBSERVED ON FUNDS RAISED THROUGH PUBLIC ISSUE, PREFERENTIAL ISSUE ETC:

During the year under review, company has not raised any funds from public or through preferential allotment.

61. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Banks, RBI etc. for their continued support for the growth of the Company.

For and on behalf of the Board of Gayatri Bioorganics Limited

Sd/- Sd/-

Place: Hyderabad T.V. Sandeep Kumar Reddy Sreedhara Reddy Kanaparthi

Date: 03.08.2024 Chairman and Director Whole-time Director

DIN: 00005573 DIN: 09608890

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Mar 31, 2016

To

The Members of

Gayatri BioOrganics Limited

The Directors present the Twenty Fifth Annual Report along with the Audited Financial Statements and the Auditor’s Report thereon for the period ended 31^st March, 2016.

FINANCIAL SUMMARY

(Rs. in lakhs)

	31.03.2016	31.03.2015
Net Sale Income from Operations	13,764.33	25,570.12
Other Operating Income	51.085	85.64
Income from operations	13,815.41	25,655.76
Other Income	96.14	25.98
Total Income	13,911.55	25,681.74
Total Expenditure	16,296.84	24,124.73
Finance Charges	1,274.03	939.41
Depreciation	213.39	237.38
Provision for Taxation	—	—
Net Profit / (Loss)	-3,872.71	393.21

PERFORMANCE DURING THE YEAR UNDER REVIEW STARCH DEPARTMENT

The Company has a Crushing Capacity of 1,35,000 MTPA considering Medak plant Crushing Capacity of 90,000 MTPA and the Second Unit located at Biccavole, East Godavari District Crushing Capacity of 45,000 MTPA. The Company crushed 68,950 MTs maize as against 88,836 MTs maize during the previous year.

SORBITOL DIVISION

The Company has present crushing capacity of Sorbitol at 17000 TPA and produced 5282MTs of Sorbitol during the Financial Year ended 31^st March, 2016.

The Company recorded net loss of Rs.3872.71 Lakhs as against a net profit of Rs.393.21 Lakhs.

EXPORTS

The Company has not made any exports during the year.

REPORT TO BIFR

Company has submitted a report as required under Section 23 of the “Sick Industrial Companies (Special Provisions) Act”, 1985 to the Board for Industrial & Financial Reconstruction Government of India (BIFR) since the accumulated losses have resulted in erosion of more than 50% of net worth of Company during the four financial years immediately preceding the financial year ended on 31^st March, 2016.

AMOUNT TO BE TRANSFERRED TO RESERVES AND DIVIDEND PROPOSED:

In the current financial year, No amount was transferred to reserves and the Board of Directors of the Company does not recommend any dividend for the financial year under review.

PUBLIC DEPOSITS:

During the year, the Company has not accepted any deposits covered under the Chapter V of the Companies Act, 2013

STATUTORY AUDITORS:

At the 23^rd Annual General Meeting (AGM) held on 30^th September 2014, M/s M Bhaskara Rao & Co., Chartered Accountants, were appointed as Statutory Auditor of the Company to hold office from the conclusion of AGM held on September 30, 2014 to the conclusion of the 28^th AGM (subject to ratification of the appointment by the members at every AGM held after that AGM) at such remuneration as may be decided by the Board of Directors. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditor shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s M Bhaskara Rao & Co., Chartered Accountants, as statutory auditors of the Company, is hereby placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. M O S & Associates, Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

SECRETARIAL AUDITORS:

Mr. Y. Koteswar Rao, Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 read with Rule 9 there-under. The secretarial audit report for FY 2015-16 annexed to this Board’s Report as Annexure-I.

COST AUDITORS:

In accordance with Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014, and in accordance with the Audit Committee recommendation the Board of Directors had appointed M/s N.S.V. Krishna Rao & Co, Cost Accountants, Hyderabad to Conduct the Cost Audit for the Financial Year 2016-2017. M/s. N.S.V. Krishna Rao & Co, Cost Accountants, submitted the Cost Audit Report for the Financial Year ended 31^st March, 2016.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Sri.T. Sandeep Kumar Reddy (DIN: 00005573), retires by rotation at the forth coming annual general meeting and being eligible, offers himself for re-appointment.

The independent directors of the company are highly qualified and stalwarts in their respective filed with wide and varied experience. They actively participate in the discussions at the board meeting and their suggestions have helped the company to grow at a rapid pace.The independent directors are paid sitting fees for attending the board and committee meetings. The nomination and remuneration committee has in place their criteria for determination of qualifications, positive attributes and independence of the directors, which they would consider as and when the company would be required to appoint the new independent directors. Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of working of its audit committee, nomination and remuneration committee, and stakeholders relationship committee. The manner in which the evaluation has been carried out has been explained in the corporate governance report. The manner in which the remuneration is paid to the directors, executive directors and senior level executives the company has also been explained in the corporate governance report. During the year, five board meetings and four audit committee meetings were convened and held the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

S. Narasappa, Company Secretary has resigned from the office w.e.f. 30.5.2015 and on 02.03.2016, Mr. V. Kali Prasad, Chief Financial Officer (CFO) of the Company has resigned from the office of CFO of the Company. The Management is in the process of short listing and finalizing the suitable candidates for the office of CFO and CS of the Company.

INDEPENDENT DIRECTORS:

The Company has received disclosures from the Independent Directors confirming their independence in terms of the SEBI(Listing Obligations and Disclosure Requirements)Regulations,2015 and Section 149(6) of the Companies Act, 2013.

The Letter of Appointment issued to the Independent Directors containing the terms and conditions are available under investors section on the website of the Company http://www.gayatribioorganics.com

A Brief Profile of the Directors of the Company is annexed herewith to this report as Annexure II RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were at arm’s length basis. There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large. A detailed report on material contracts and arrangements made during the year 2015-16, being arm’s length transactions have been reported and annexed hereto in form AOC-2 as Annexure - III and forms part of this report.

EXTRACT OF ANNUAL RETURN:

The extract of annual return in form no. MGT-9 as provided under section 92 (3) of the Companies Act,2013 read with Rule 12 of the Companies (Management & Administration) Rules 2014 is annexed hereto as Annexure-IV and forms the part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT a. Business Environment

In FY 2015-16 the global economy showed signs of recovery with growth in demand from the developed countries in the second half of the year. Emerging markets, including India, had to face multiple challenges of rising current account deficit, depreciation of the local currency and additional pressure due to capital outflows.

Your Company’s performance for the year 2015-16 has to be viewed in the context of aforesaid economic and market environment.

b. Industry Structure and Developments

The Company is engaged in the business of producing Sorbitol and Starch. Sorbitol is a water soluble polyhydric alcohol having sweet taste and high stability besides properties of plasticizing. It finds application as input material in various industrial sectors such as Tooth Paste, Pharmaceuticals, Vitamin-C, Cosmetics, Paper and Paints etc. Sorbitol and Starch industries in India are very much fragmented and scattered throughout India. In case of Sorbitol at present only four major players are there in South India. When it comes to Starch, nearly 50% of Indian Starch production comes from Gujarat where four major Starch Factories are located.

The consumer industry i.e. Tooth Paste, Pharma, Cosmetic, Paint etc have shown growth which may lead to further improved business to the company. However, the growth in demand for Sorbitol is fluctuating and presently the prices are encouraging. When it comes to Starch, since 60% of starch goes for food based industry, the demand is not even throughout the year. Further the industry is also suffering from excess capacity and can be compensated only when the demand picks up continuously.

c. Opportunities and threats

The Starch Industry at time shown good future, the raw material availability at reasonable prices and cheaper imports of starch from the neighboring Countries will have an impact on the profitability of the Industry and Your Company is not an exception to it. The company has been facing the threat of import of Sorbitol.

However, your Company is likely to face competition from other competitors; there may be risks inherent in meeting unforeseen situations not uncommon in the industry. Your Company is aware of these challenges and is geared to meet them.

d. Out look

The outlook for the company’s products is reasonably good but the management feels that the Company should be provided with sufficient working capital to achieve higher operations levels. The Company is improving its operating efficiencies in terms of better utilization of plant capacities. The Company is optimistic about its growth prospects in the future. During the year the Company explored exports markets for the products and achieved significant business. It has ambitious plans to capture more new markets to expand the business.

e. Risks and Concerns

The Company faces risk of lower realization in the event of cheap imports. Other risk faced by the Company is that Sorbitol is based on the agro commodity which is exposed to factors of Monsoon in the Country. Besides the factors mentioned above agricultural income, economic scenario, wholesale and consumer price level, impact of trade agreements with other countries and trade blocks etc. are some of the factors which affects the performance of the Company.

f. Internal Control Systems and their adequacy

The Company is in the process of adopting an Internal Control System to balance the financial, operational, compliance and other risks and explore its business opportunities at the fullest to achieve its desired objectives.

g. Operational performance

This has already been discussed in this report.

h. Human Financial Resources / Industrial Relations

People are the most valued assets of the Company. They work individually and collectively contributing to the achievement of the objectives of the business. The relation between the employees and the Company remained harmonious and cordial throughout the year. Your Company’s corporate culture and the vision and values help unite the workforce and provide standards for how your Company conducts the business. Your Company has successfully aligned human capital with business and organizational objectives. The emphasis has been on team work, skill development and development of leadership and functional capabilities of the employees. The Industrial relations remained cordial at all units of the Company.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1),5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure-V to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO:

Information required under section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Board’s Report as Annexure-VI.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company is in the process of adopting an Internal Control System, commensurate with the size, scale and complexity of its operations.

SUBSIDIARIES:

The Company has no subsidiaries as on the date of 31^st March, 2016.

NOMINATION AND REMUENRATION POLICY:

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of section 178, Schedule IV of the Companies Act to recommend a policy of the Company on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to recommend the same to the Board from time to time. The policy is also posted in the investors section of the company’s website.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, 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. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

FIXED DEPOSITS :

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

MATERIAL CHANGES:

The Company has obtained the Special Resolution of shareholders by carrying out the postal ballot for the sell, lease, transfer, assign or otherwise dispose of the "Unit-II of the Company situated at Balabadrapuram Village, BiccavoleMandal, East Godavari District, Andhra Pradesh- 533 343" with related assets and liabilities (as identified)on Slump Sale basis and submitted the voting results along with the scrutinizer report to the stock exchange and all other regulatory authorities.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year, the company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directors’ confirm that:

i) In the preparation of annual accounts for the financial year ended 31^st March, 2016 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March, 2016 and of the profit and loss of the Company for the year;

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

iv) The Directors had prepared the annual accounts on a ’going concern’ basis;

v) The directors are in the process of laying down the internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Company. The details of the Policy are explained in the Corporate Governance Report and also posted under investors section on the website of the Company http://www.gayatribioorganics.com

RISK MANAGEMENT:

Your Directors have constituted a Risk Management Committee and defined its roles and responsibilities, which focuses that all the risks that the organization faces such as Strategic, Operational, Compliance, Financial and other risks have been identified and assessed and there is adequate risk management infrastructure in place capable of addressing those risks.

STATEMENT ON DEVELOPMENT AND IMPLEMENATION OF RISK MANAGEMENT POLICY:

The statement on development and implementation of risk management policy is given under the management discussion and analysis report which is attached with this annual report.

CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICYAND CSR INITIATIVES:

Your Company does not fall under the purview of Sec.135 of the Companies Act,2013.Hence the Company not required to Constitute Corporate Social Responsibility Committee.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance forms part of the annual report. A certificate from the auditors regarding compliance of conditions of corporate governance also forms the part of the annual report.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. The unflinching commitment of the employees is the driving force behind the Company’s vision. Your Company appreciates the spirit of its dedicated employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

OUTLOOK FOR THE FINANCIAL YEAR 2016-17:

It is gratifying to say that the products of this Company are well accepted in the market and are being patronized by the major clients. The Company is hopeful of achieving 100% of the installed capacity. However, the availability of maize crop and working Capital will be the key factors for achieving the targeted results of the Company.

CAUTIONARY STATEMENT:

Statements in this "Management Discussion & Analysis" may be considered to be "forward looking statements" only. Actual results could differ materially from those expressed or implied within the meaning of applicable securities laws or regulations.

LISTING OF SECURITIES:

(a) The Company’s Shares are listed with BSE Limited, PhirozeJeejeebhoy Towers, Dalal Street, Mumbai - 400 023.

(b) The Company paid Listing fees for the year 2016-17 to BSE Limited.

REPLY TO ADVERSE REMARKS OF AUDITORS'' REPORT:

With regard to qualified opinion on trade receivables which includes certain trade receivables amounting to Rs.77,978,564 /- which are overdue and outstanding for a period of more than one year, the management believes that the same are fully recoverable as it is and the company is in the process of collecting the amounts and no provisions are required as on date.

Point No. (vii) (a) of Annexure to Auditors’ Report, with regard to irregularity and serious delays in remitting statutory dues including provident fund, income-tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were due to working capital constraints.

Point No. (viii)of Annexure to Auditors’ Report, on default/delays in payment of dues to bankers and financial institution are also owing to working capital constraints.

REPLY TO ADVERSE REMARKS OF SECRETARIAL AUDITORS'' REPORT:

The company was under the process of short listing and finalizing the suitable candidate for the office of Company Secretary of the Company. Despite best efforts from the management, process of selection of appropriate candidate for the above mentioned office got delayed due to shortage of suitable candidates to meet the requirements of the Company.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their sincere appreciation and gratitude to all Financial Institutions, Company’s Bankers, Shareholders, Government Agencies, Suppliers, Customers Co-operation and support during the year and their confidence in its management. The Directors wish to convey their appreciation to all the employees for their enormous personal efforts as well as their collective contribution to the Company’s performance. The Directors are also thankful to all other stakeholders for their valuable sustained support to the Company.

By Order of the Board

Place: Hyderabad

T. Sandeep Kumar Reddy

Date: 13.08.2016_ Chairman_

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Mar 31, 2015

Dear Members,

Your Directors present the Twenty Fourth Annual Report along with the Audited Financial Statements and the Auditor's Report thereon for the period ended 31st March, 2015.

FINANCIAL RESULTS (Rs. in lakhs)

31.03.2015 31.03.2014

Net Sale Income from Operations 25,570.12 21,374.81

Other Operating Income 85.64 101.19

Income from operations 25,655.76 21,476.00

Other Income 25.98 30.41

Total Income 25,681.74 21,506.41

Total Expenditure 24,124.73 20,188.53

Finance Charges 939.41 757.50

Depreciation 237.38 425.03

Provision for Taxation — —

Net Profit / (Loss) 393.21 135.35

PERFORMANCE DURING THE YEAR UNDER REVIEW

STARCH DEPARTMENT

The Company has a Crushing Capacity of 1,35,000 MTPA considering Medak plant Crushing Capacity of 90,000 MTPA and the Second Unit located at Biccavole, East Godavari District Crushing Capacity of 45,000 MTPA. The Company crushed 88,836 MTs maize as against 71,935 MTs maize during the previous year. The management is also trying to achieve crushing of installed Capacity of both Units of the Company.

SORBITOL DIVISION

The Company has present crushing capacity of Sorbitol at 17000 TPA and produced 8,754 MTs of Sorbitol during the Financial Year ended 31st March, 2015. The Company also trying to achieve installed capacity of the Sorbitol Plant.

The Company recorded net profit of Rs.393.21 Lakhs as against a net profit of Rs.135.35 Lakhs and the management is hoping that performance of the Company will improve further in the years to come.

AMOUNT TO BE TRANSFERRED TO RESERVES AND DIVIDEND PROPOSED

In the current financial year, No amount was transferred to reserves and the Board of Directors of the Company does not recommend any dividend for the financial year under review.

PUBLIC DEPOSITS:

During the year, the Company has not accepted any deposits covered under the Chapter V of the Companies Act, 2013

STATUTORY AUDITORS:

At the 23rd Annual General Meeting(AGM) held on 30th,September 2014, M/s M Bhaskara Rao & Co., Chartered Accountants, were appointed as Statutory Auditor of the Company to hold office from the conclusion of AGM held on September 30, 2014 to the conclusion of the 28th AGM (subject to ratification of the appointment by the members at every AGM held after that AGM) at such remuneration as may be decided by the Board of Directors. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditor shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s M Bhaskara Rao & Co., Chartered Accountants, as statutory auditors of the Company, is hereby placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. M O S & Associates, Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

SECRETARIAL AUDITOR:

Mr. Y. Koteswar rao, Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 read with Rule 9 there-under. The secretarial audit report for FY 2014-15 annexed to this Board's Report as Annexure-I.

COST AUDITORS:

In accordance with Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014, and In accordance with the Audit Committee recommendation the Board of Directors had appointed M/s. K.K. Rao & Associates, Cost Accountants, Hyderabad to Conduct the Cost Audit for the Financial Year 2014-2015 . M/s. K.K. Rao & Associates, Cost Accountants, submitted the Cost Audit Report for the Financial Year ended 31st March, 2015.

The company has received a letter from M/s N.S.V.Krishna Rao & Co, Cost Accountants, for the appointment as the Cost Auditor of the Company to the effect that their appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for appointment. The Board of directors of the company In accordance with Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014, and also in accordance with the Audit Committee recommendation at its meeting held on 14th August, 2015 appointed M/s N.S.V.Krishna Rao & Co, Cost Accountants,as the cost auditors of the company to conduct the audit of cost records maintained by the company as required by the Companies (Cost Records and Audit) Rules 2014 as amended from time to time.

DIRECTORS:

Smt. T. Sarita Reddy (DIN: 00017122), retires by rotation at the forth coming annual general meeting and being eligible offers herself for re-appointment Smt. T. sarita Reddy did her Master of Business Administration.

The independent directors of the company are highly qualified and stalwarts in their respective filed with wide and varied experience. They actively participate in the discussions at the board meeting and their suggestions have helped the company to grow at a rapid pace. The independent directors are paid sitting fees for attending the board and committee meetings. The nomination and remuneration committee has in place their criteria for determination of qualifications, positive attributes and independence of the directors, which they would consider as and when the company would be required to appoint the new independent directors. Pursuant to the provisions of Companies Act, 2013 and clause 49 of the listing agreement, the board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of working of its audit committee, nomination and remuneration committee, and stakeholders relationship committee . The manner in which the evaluation has been carried out has been explained in the corporate governance report. The manner in which the remuneration is paid to the directors, executive directors and senior level executives the company has also been explained in the corporate governance report. During the year, five board meetings and four audit committee meetings were convened and held the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

INDEPENDENT DIRECTORS:

The Company has received disclosures from the Independent Directors confirming their independence in terms of the Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013. The Letter of Appointment issued to the Independent Directors are available under investors section on the website of the Company http://www.gayatribioorganics.com

A Brief Profile of the Directors of the Company is annexed herewith to this report as Annexure II

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were at arm's length basis. There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large. A detailed report on material contracts and arrangements made during the year 2014-15, being arm's length transactions have been reported and annexed hereto in form AOC-2 as Annexure - III and forms part of this report.

EXTRACT OF ANNUAL RETURN:

The extract of annual return in form no. MGT-9 as provided under section 92 (3) of the Companies Act,2013 read with Rule 12 of the Companies (Management & Administration) Rules 2014 is annexed hereto as Annexure-IV and forms the part of this report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 are provided as Annexure-V to this Report.

No employee of the Company draws remuneration in excess of the limits set out in the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO:

Information required under section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Board's Report as Annexure-VI.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

SUBSIDIARIES:

The Company has no subsidiaries as on the date of 31st March, 2015.

NOMINATION AND REMUENRATION POLICY:

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of section 178, Schedule IV of the Companies Act and Clause 49 of the Listing Agreement and to recommend a policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to recommend the same to the Board from time to time.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, 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. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

MATERIAL CHANGES:

There are no material changes and commitments, affecting the financial position of the company which has occurred between the end of the financial year under review of the company to which the financial statements relate and the date of this board report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year, the company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directors' confirm that:

i) In the preparation of annual accounts for the financial year ended 31st March, 2015 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2015 and of the profit and loss of the Company for the year;

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

iv) The Directors had prepared the annual accounts on a 'going concern' basis;

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Company. The details of the Policy are explained in the Corporate Governance Report and also posted under investors section on the website of the Company http://www.gayatribioorganics.com

RISK MANAGEMENT

Your Directors have constituted a Risk management Committee and defined its roles and responsibilities, which focuses that all the risks that the organization faces such as Strategic, Operational, Compliance, Financial and other risks have been identified and assessed and there is adequate risk management infrastructure in place capable of addressing those risks.

INTERNAL COMPLAINTS COMMITTEE

In Pursuance of Section 4 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to protect women from sexual harrassment at the work palce, your Company constituted a committee known as "Internal Complaints Committee' to ensure proper compliance of the Act.

STATEMENT ON DEVELOPMENT AND IMPLEMENATION OF RISK MANAGEMENT POLICY:

The statement on development and implementation of risk management policy is given under the management discussion and analysis report which is attached with this annual report.

CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY AND CSR INITIATIVES:

Your Company does not fall under the purview of Sec.135 of the Companies Act, 2013. Hence the Company not required to Constitute Corporate Social Responsibility Committee.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement entered with the Stock Exchange. A separate report on corporate governance forms the part of the annual report. A certificate from the Practicing Company Secretary regarding compliance of conditions of corporate governance also forms the part of the annual report.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

OUTLOOK FOR THE FINANCIAL YEAR 2015-16

It is gratifying to say that the products of this Company are well accepted in the market and are being patronized by the major clients. The Company is hopeful of achieving 100% of the installed capacity of both the units. However, the availability of maize crop and working Capital will be the key factors for achieving the targeted results of the Company.

CAUTIONARY STATEMENT

Statements in this "Management Discussion & Analysis" may be considered to be "forward looking statements" only. Actual results could differ materially from those expressed or implied within the meaning of applicable securities laws or regulations.

LISTING OF SECURITIES

(a) The Company's Shares are listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 023.

(b) The Company paid Listing fees for the year 2015-16 to BSE Limited.

REPLY TO ADVERSE REMARKS OF AUDITORS' REPORT

With regard to qualified opinion on trade receivables which includes certain trade receivables amounting to Rs.2,25,75,901/- which are overdue and outstanding for a period of more than three years, the management believes that the same are fully recoverable as it is and the company is in the process of collecting the amounts and no provisions are required as on date. Point No. VII (a) of Annexure to Auditors' Report, with regard to irregularity and serious delays in remitting the Provident fund, Employees State Insurance, Service Tax, Income Tax, Customs Duty Excise duty, Sales tax and other material statutory dues were due to working capital constraints.

Point No. IX of Annexure to Auditors' Report, delays in payment of dues to bankers and financial institution are also owing to working capital constraints.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their sincere appreciation and gratitude to all Financial Institutions, Company's Bankers, Shareholders, Government Agencies, Suppliers, Customers Co-operation and support during the year and their confidence in its management. The Directors wish to convey their appreciation to all the employees for their enormous personal efforts as well as their collective contribution to the Company's performance. The Directors are also thankful to all other stakeholders for their valuable sustained support to the Company.

By Order of the Board

Place: Hyderabad T. Sandeep Kumar Reddy Date: 14.08.2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors present the Twenty Third Annual Report along with the Audited Financial Statements and the Auditor''s Report thereon for the period ended 31st March, 2014.

FINANCIAL RESULTS (Rs. in lakhs) 31.03.2014 31.03.2013

Net Sale Income from Operations 21,374.81 15,120.60

Other Operating Income 101.19 72.41

Income from operations 21,476.00 15,193.01

Other Income 30.41 11.88

Total Income 21,506.41 15,204.89

Total Expenditure 20,188.53 13,973.13

Finance Charges 757.50 747.60

Depreciation 425.03 394.57

Provision for Taxation — —

Net Profit / (Loss) 135.35 89.59

PERFORMANCE DURING THE YEAR UNDER REVIEW STARCH DEPARTMENT

The Company has a Crushing Capacity of 1,35,000 MTPA considering Medak plant Crushing Capacity of 90,000 MTPA and the Second Unit located at Biccavole, East Godavari District Crushing Capacity of 45,000 MTPA. The Company crushed 67,409 MTs maize as against 71,935 MTs maize during the previous year. The management is also trying to achieve optimum level of crushing of installed Capacity of both Units of the Company.

SORBITOL DIVISION

The Company has present crushing capacity of Sorbitol at 17000 TPA and produced 8,236 MTs of Sorbitol during the Financial Year ended 31st March, 2014. The Company also trying to achieve optimum level of installed capacity of the Sorbitol Plant.

The Company recorded net profit of Rs.135.35 Lakhs as against a net profit of Rs.89.59 Lakhs and the management is hoping that performance of the Company will improve further in the years to come.

EXPORTS

The Company made exports of Starch amounting to Rs. 4,42,67,160/- during the year and the company is foreseeing good opportunities in export market for the years to come.

OUTLOOK FOR THE FINANCIAL YEAR 2014-15

It is gratifying to say that the products of this Company are well accepted in the market and are being patronized by the major clients. The Company is hopeful of achieving 100% of the installed capacity of both the units. However, the availability of maize crop, power and working Capital will be the key factors for achieving the targeted results of the Company.

CAUTIONARY STATEMENT

Statements in this "Management Discussion & Analysis" may be considered to be "forward looking statements" only. Actual results could differ materially from those expressed or implied within the meaning of applicable securities laws or regulations.

LISTING OF SECURITIES

(a) The Company''s Shares are listed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 023.

(b) The Company has paid Listing fees for the year 2014-15 to BSE Limited.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 Sri. T. Sandeep Kumar Reddy and Smt. T. Sarita Reddy, who retires by rotation in this Annual General Meeting and being eligible offers themselves for reappointment.

Sri C. V. Rayudu, Whole Time Director has been re-appointed by the Board w.e.f. 28th May, 2014 subject to the approval of members and the Central Government.

Sri. T.G. Pandya, Sri. T. R. Rajagopalan and Sri. J. N. Karamchetti, Independent Directors are being appointed for a term of 5(five) consecutive years as per provisions of Sec.149 of the Companies Act, 2013 and the rules made there under.

Sri. P. Maruthi Babu, Director on the Board has resigned from the office of the Director w.e.f. 14th August, 2014. The Board has approved his resignation and appreciated his services during his tenure as Director of the Company

APPOINTMENT OF AUDITORS

The Members are requested to consider the re-appointment of M/s. M. Bhaskara Rao & Co, (Reg. No. 00459S) Chartered Accountants, 5-D, Fifth Floor, 6-3-652, Kautilya Apartment, Raj Bhavan Quarters Colony, Somajiguda, Hyderabad, Telangana 500082 as Statutory Auditors for a term of 5 (Five) consecutive years i.e. till the conclusion of the 28th AGM as per the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder.

COST AUDITORS

The Cost Auditors M/s. K.K. Rao & Associates, Cost Accountants, Hyderabad has submitted the Cost Audit Report for the Financial Year ended 31st March, 2014 to the Board and the said report should be filed with the Central Government on or before 30th September, 2014.

The Board has reappointed M/s. K.K. Rao & Associates, Cost Accountants as the Cost Auditor to carry out the Cost Audit of the Company for the financial year 2014-15.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration exceeding the limits as specified under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217 (1) (e) of the Companies Act 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo is appended hereto and forms part of this report as Annexure - A.

REPLY TO ADVERSE REMARKS OF AUDITORS'' REPORT

With regard to qualified opinion on trade receivables which includes certain trade receivables amounting to Rs. 3,11,63,794/- which are overdue and outstanding for a period of more than one year, the management believes that the same are fully recoverable as it is and the company is in the process of collecting the amounts and no provisions are required as on date.

Point No. 9 (a) of Annexure to Auditors'' Report, with regard to irregularity and serious delays in remitting the Provident fund, Employees State Insurance, Service Tax, Income Tax, Customs Duty Excise duty, Sales tax and other material statutory dues were due to working capital constraints.

Point No. 11 of Annexure to Auditors'' Report, on default/delays in payment of dues to bankers and financial institution are also owing to working capital constraints. However, there are no overdues to banks and Financial Institutions as on date.

CORPORATE GOVERNANCE

Your Company is fully committed to the philosophy of transparency and believes in conducting its business with due compliance of all the applicable laws, rules and regulations. Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance along with Practicing Company Secretary Certificate on its compliance, a certificate of the Chairman regarding adoption of Code of Conduct and Certificate by the Whole Time Director and CFO in respect of financial reporting is given in the Annexure - B, Annexure- C, Annexure-D and Annexure - E respectively which forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

According to Section 217 (2AA) of the Companies Act, 1956 your directors state:

(i) that in the preparation of Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed along with the proper explanation relating to material departures:

(ii) that the directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year ended 31st March, 2014 and of the profit and loss of the company for that period:

(iii) that the directors have taken proper and sufficient care 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) that the directors have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

The Company has not accepted any deposits as per Section 58A of the Companies Act, 1956 during the year under review.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciation and gratitude to all Financial Institutions, Company''s Bankers, Shareholders, Government Agencies, Suppliers, Customers Co-operation and support during the year and their confidence in its management. The Directors wish to convey their appreciation to all the employees for their enormous personal efforts as well as their collective contribution to the Company''s performance. The Directors are also thankful to all other stakeholders for their valuable sustained support to the Company.

By Order of the Board Place: Hyderabad T. Sandeep Kumar Reddy Date: 14.08.2014 Chairman

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Mar 31, 2012

To The Members of Gayatri BioOrganics Limited

The Directors present the Twenty First Annual Report along with the Audited Financial Statements and the Auditor's Report thereon for the period ended 31st March, 2012.

FINANCIAL RESULTS (Rs. in lakhs)

31.03.2012 31.03.2011

Net Sale Income from Operations 12880.08 8,652.64

Other Operating Income 211.26 59.11

Income from operations 13091.31 8,711.75

Other Income 8.96 31.40

Total Income 13100.26 8,743.15

Total Expenditure 12238.09 7,798.38

Finance Charges 763.96 312.81

Depreciation 378.76 306.39

Provision for Taxation - 38.50

Net Profit / (Loss) (280.54) 287.07

PERFORMANCE DURING THE YEAR UNDER REVIEW

STARCH DIVISION

The performance of this plant is better when compared to the previous year as the Company crushed 81,536 MTs maize as against 53,730 MTs maize during the previous year. The management is also trying to achieve 100% installed Capacity of both Units of the Company.

SORBITOL DIVISION:

The Company produced 7,325 MTs of Sorbitol during the Financial Year ended 31st March, 2012 which is nearly 86% of the installed capacity. The Company also targeting to achieve 100% installed capacity of the Sorbitol Plant.

The Company registered good business in terms of turnover but the operations of the Company for the whole Financial Year recorded a net loss due to High cost of Raw Material and unremunerative pricing of finished products of the Company. There has been a general slump in the Starch market because of lack of demand from textile industry, which is one of the largest consumers.

EXPORTS

The Company made exports of Starch amounting to Rs. 2,74,63,666/- during the year and the company is foreseeing good opportunities in export market for the years to come.

OUTLOOK FOR THE FINANCIAL YEAR 2012-13

It is gratifying to say that the products of this Company are well accepted in the market and are being patronized by the major clients. The Company is hopeful of achieving 100% of the installed capacity of both the units. However, the maize crop during the year in the state is low and there is shortage of Maize and we are hopeful that the market will be settled in the second half of the year.

Your company has completed expansion of the production capacity recently. With this expansion the crushing Capacity is enhanced to 135000 MTPA. Further, Two more Auto claves have been installed in Sorbitol division. As a result, the Sorbitol production can go up to 16000 MTPA. To overcome power shortage, the company is proposing to install a 3 MW power plant at Nandikandi Unit.

CAUTIONARY STATEMENT:

Statements in this "Management Discussion & Analysis" may be considered to be "forward looking statements" only. Actual results could differ materially from those expressed or implied within the meaning of applicable securities laws or regulations.

LISTING OF SECURITIES

(a) The Company's Shares are listed with Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 023.

(b) The Company paid Listing fees for the year 2012-13 to Bombay Stock Exchange Limited.

DIRECTORS

Sri. T.R. Rajagopalan, who retires by rotation at the ensuing Annual General Meeting is eligible for reappointment and offered himself for re appointment

Sri. J.N. Karamchetti, who retires by rotation at the ensuing Annual General Meeting is eligible for reappointment and offered himself for re appointment

Smt. T. Sarita Reddy, who retires rotation at the ensuing Annual General Meeting is eligible for reappointment and offered herself for re appointment.

APPOINTMENT OF AUDITORS

The Members are requested to consider the re-appointment of M/s. B S R and Co, Chartered Accountants as Statutory Auditors from this Annual General Meeting to the conclusion of the next Annual General Meeting. The Board recommends their re-appointment.

COST AUDITORS

The Board of directors re-appointed M/s. Narasimha Murthy & Co, Cost Accountants, 3-6-365, 104 &105, Pavani Estates, Y.V.Rao Mansion, HimayathNagar, Hyderabad- 500 029, A. P. as cost auditors to carry out the Cost Audit for the Financial Year 2012-13.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration exceeding the limits as specified under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended time to time.

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

The information required under Section 217 (1) (e) of the Companies Act 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo is appended hereto and forms part of this report as Annexure - A.

AUDITORS REPORT

With regard to Point No. ix (a) of Annexure to Auditors' Report, there have been slight delays in remitting the Provident fund, Employees State Insurance, Service Tax, Income Tax, Excise duty and Sales tax due to administrative reasons.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance along with Company Secretary Certificate on its compliance, certificate of the Chairman regarding adoption of Code of Conduct and Certificate by the Chairman and Vice President (Operations) in respect of financial reporting is given in the Annexure - B, Annexure- C, Annexure-D and Annexure - E respectively which forms part of this report.

The Ministry of Corporate Affairs has announced the Corporate Governance Voluntary Guidelines 2009. The preamble mentioned about good practices for adoption by the Companies, which are in addition to the existing ones and recommendatory in nature.

Your Company has reviewed the above guidelines to ensure the adherence of the same voluntarily to the extent possible, in line with the requirements. Accordingly, the recommendatory voluntary guideline pertaining to the tenure of Independent Director for a period not exceeding 6 years, the attention of the members drawn to the fact that in your Company the tenure of Sri P. Maruthi Babu and Sri. T.G. Pandya, as Independent Directors was crossed the recommendatory limit of 6 years. However, the Board felt the valuable guidance and contributions made by both the directors during their tenure as Independent directors in the growth of the Company are invaluable and decided to avail their guidance and wisdom for some more time for the better performance of the Company in the years to come. Hence, the Company could not able to adhere to the above referred recommendatory Corporate Governance Voluntary Guideline for the time being.

DIRECTORS' RESPONSIBILITY STATEMENT:

According to Section 217 (2AA) of the Companies Act, 1956 your directors state:

(i) that in the preparation of Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed along with the proper explanation relating to material departures:

(ii) that the directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year ended 31st March, 2012 and of the profit and loss of the company for that period:

(iii) that the directors have taken proper and sufficient care 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) that the directors have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS:

The Company has not accepted any deposits as per Section 58A of the Companies Act, 1956 during the year under review.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their sincere appreciation and gratitude to Financial Institutions, Bankers, Shareholders, Government Agencies, Suppliers, Customers and the Employees of the Company for their Co-operation and support during the year.

By Order of the Board

Place: Hyderabad T. Sandeep Kumar Reddy

Date: 13.08.2012 Chairman

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Mar 31, 2011

The Members of

Gayatri Bio Organics Limited

The Directors present the Twentieth Annual Report along with the Audited Financial Statements and the Auditor's Report thereon for the period ended 31st March, 2011.

FINANCIAL RESULTS Rs. in lakhs

31.03.2011 31.03.2010

Income from Operations 8,652.64 6,164.41

Other Income 90.51 62.67

Total Income 8,743.16 6,227.08

Total Expenditure 7,798.38 5,698.64

Finance Charges 312.81 84.58

Depreciation 306.39 294.68

Provision for Taxation 38.50 -

Net Profit / (Loss) 287.07 149.18

PERFORMANCE DURING THE YEAR UNDER REVIEW

SORBITOL DIVISION

The Company produced 7,313 MTs of Sorbitol during the Financial Year ended 31st March, 2011 which is nearly 85.53 % of the installed capacity. The Company also targeted achieving 100% installed capacity of the Sorbitol Plant and succeeded in achieving the same by end of the quarter.

STARCH DEPARTMENT

Even though the performance of this plant is better when compared to previous year, there is still scope for improvement if the market conditions are more conducive. The Company crushed 53,730 MTs maize as against 40,007 MTs maize during the previous year.

The Company has also acquired another existing Starch Plant with a installed capacity of 45000 MTPA located at Balabhadrapuram Village, Biccavole Mandal, East Godavari District, Andhra Pradesh and also commenced the commercial production at the said unit. The benefits from this unit is expected to accrue from the second half of the year.

EXPORTS

The Company did not do any exports during the year since the prices in international markets continue to be un- remunerative.

OUTLOOK FOR THE FINANCIAL YEAR 2010-11

It is gratifying to say that the products of this Company are well accepted in the market and are being patronized by the major clients. The Company is hopeful of achieving 100% of the installed capacity.

The maize crop during the year in the state is good and bumper harvest is expected. With this scenario we are hopeful of achieving higher operational levels at both the units of the company.

LISTING OF SECURITIES

(a) The Company's Shares are listed with Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 023.

(b) The Company paid Listing fees for the year 2011-12 to Bombay Stock Exchange Limited.

DIRECTORS

Sri. T.G. Pandya, who retires by rotation at the ensuing Annual General Meeting is eligible for reappointment and offered himself for re appointment

Sri. P.Maruthi Babu, who retires by rotation at the ensuing Annual General Meeting is eligible for reappointment and offered himself for re appointment

Sri. T. Sandeep Kumar Reddy, who retires rotation at the ensuing Annual General Meeting is eligible for reappointment and offered himself for re appointment.

Sri. C.V. Rayudu, Additional Director be regularized as Director at the ensuing General Meeting and his appointment as a Whole time Director also put before the members for their approval at ensuing Annual General Meeting.

APPOINTMENT OF AUDITORS

The Members are requested to consider the re-appointment of M/s. B S R and Co, Chartered Accountants as Statutory Auditors from this Annual General Meeting to the conclusion of the next Annual General Meeting. The Board recommends their re-appointment.

COST AUDITORS

The Board of directors during the year appointed M/s. Narasimha Murthy & Co, Cost Accountants, 3-6-365, 104 & 105, Pavani Estates, Y.V. Rao Mansion, Himayathnagar, Hyderabad 500029 as cost auditors for the financial year 2010-11.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration exceeding the limits as specified under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended time to time.

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

The information required under Section 217 (1) (e) of the Companies Act 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgo is appended hereto and forms part of this report as Annexure - A.

AUDITORS REPORT

With regard to Point No. ix (a) of Annexure to Auditor's Report, there was a slight delays in remitting the Provident fund, Employees State Insurance and Sales tax due to administrative reasons. However, there were no outstanding dues to above authorities as on date except to Service Tax authorities for an amount of Rs 86,267/-.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance along with Company Secretary Certificate on its compliance, certificate of the Chairman regarding adoption of Code of Conduct and Certificate by

Whole Time Director and GM (Finance) in respect of financial reporting is given in the Annexure - B, Annexure- C, Annexure-D and Annexure - E respectively which forms part of this report.

The Ministry of Corporate Affairs has announced the Corporate Governance Voluntary Guidelines 2009. The preamble mentioned about good practices for adoption by the Companies, which are in addition to the existing ones and recommendatory in nature.

Your Company has reviewed the above guidelines to ensure the adherence of the same voluntarily to the extent possible, in line with the requirements. Accordingly, the recommendatory voluntary guideline pertaining to the tenure of Independent Director for a period not exceeding 6 years, the attention of the members drawn to the fact that in your Company the tenure of Sri P. Maruthi Babu and Sri. T.G. Pandya, as Independent Directors was crossed the recommendatory limit of 6 years. However, the Board felt the valuable guidance and contributions made by both the directors during their tenure as Independent directors in the growth of the Company are invaluable and decided to avail their guidance and wisdom for some more time for the better performance of the Company in the years to come. Hence, the Company could not able to adhere to the above referred recommendatory Corporate Governance Voluntary Guideline for the time being.

Sri. C.V. Rayudu, Additional Director be regularized as Director at the ensuing General Meeting and his appointment as a Whole time Director also put before the members for their approval at ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

According to Section 217 (2AA) of the Companies Act, 1956 your directors state:

(i) that in the preparation of Annual Accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed along with the proper explanation relating to material departures:

(ii) that the directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year ended 31st March, 2011 and of the profit and loss of the company for that period:

(iii) that the directors have taken proper and sufficient care 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) that the directors have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS:

The Company has not accepted any deposits as per Section 58A of the Companies Act, 1956 during the year under review.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their sincere appreciation and gratitude to all Financial Institutions, Company's Bankers, Shareholders, Government Agencies, Suppliers, Customers and all the Employees of the Company for their Co-operation and support during the year.

By Order of the Board

Sd/-

Place: Hyderabad T. Sandeep Kumar Reddy

Date: 11.08.2011 Chairman