Directors Report of Gujarat Themis Biosyn Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting herewith the 44^th Annual Report together with the Audited Accounts of the Company
for the Financial Year ended 31^st March, 2025.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

Financial Performance of the Company for the year ended 31^st March, 2025 as compared to the previous financial year
is summarized below:

(Rs. in Lakhs)

Particulars	31st March, 2025	31st March, 2024
Income	15,323.23	17,418.76
Less: Expenses	8,769.44	9,485.33
Profit/ (Loss) before Tax	6,553.79	7,933.43
Current Tax	1,669.92	1,950.90
Deferred Tax	28.05	37.51
Adjustment of Tax relating to earlier periods	(21.05)	28.70
Profit after Tax	4,877.17	5,916.32

b. OPERATIONS OF THE COMPANY:

Your Company is engaged in the manufacturing of fermentation-based pharmaceutical intermediates and APIs. During
the year under review, your Company has shown degrowth in both income and profitability as compared to the previous
financial year. During the period, sale of finished products recorded at Rs.15,323.23 Lakhs (previous year Rs.17,418.76
Lakhs) registering drop in sale. The Net Profit after Tax recorded by the Company for the year under review is Rs.4,877.17
Lakhs as compared to net profit of Rs.5,916.32 Lakhs during previous year registering a decrease of 17.56%.

The Board of Directors of the Company, at its meeting held on 18^th November, 2024, had approved the Scheme of
Amalgamation ("Scheme") between the Company and Themis Medicare Limited (TML) and their respective shareholders
under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 subject to receipt of necessary
regulatory and other approvals.

However, the Board at its meeting held on 13^th June 2025 after evaluating new developments in the market, has
decided to focus on its core business of fermentation-based pharmaceutical intermediates and Active Pharmaceutical
Ingredients (API) and decided to revisit all its strategic options. Consequently, the Board reconsidered its earlier
decision of merger with TML and resolved not to proceed with the proposed merger.

With this, the Company will focus on its core business of fermentation-based pharmaceutical intermediates.

c. SUBSIDIARY, ASSOCIATE & JOINT VENTURE COMPANIES:

As on 31^st March, 2025, the Company does not have any subsidiary, associate & joint venture company.

d. DIVIDEND:

Your Directors are pleased to recommend dividend of Re.0.67 per equity share having face value of Re. 1 each on
10,89,65,265 Equity shares, aggregating to Rs.7,30,06,728 for the financial year ended 31^st March, 2025. The dividend
would be subject to the approval of the members at the forthcoming Annual General Meeting to be held on 12^th
September, 2025. The said dividend recommendation is in accordance with the Dividend Distribution Policy of the
Company which is available on the website of the Company at https://www.gtbl.in/wp-content/uploads/2023/06/
Dividend-Distribution-Policy GTBL -Final.pdf

e. TRANSFER TO RESERVES:

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

f. REVISION OF FINANCIAL STATEMENTS:

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

g. FIXED DEPOSITS:

During the year, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act,
2013 (the "Act”) and the Companies (Acceptance of Deposits) Rules, 2014.

2. DISCLOSURES UNDER SECTION 134(31(1) OF THE ACT:

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

The Company has commenced its commercial production at its newly set up API Plant situated at 69/C, GIDC Industrial
Estate, Vapi - 396 195, Dist. Valsad, Gujarat, India with effect from 6^th May, 2025. The state-of-the-art, multi-purpose synthetic
and fermentation-based API plant has been established for the production of various Active Pharmaceutical Ingredients
(APIs) and Intermediates for use in the pharmaceutical industry.

The facility will support Company''s forward integration initiatives and strengthen its position in export markets, particularly
in the United States and Europe.

3. OTHER CONFIRMATIONS:

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

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

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

d. Valuation related details for financial year 2024-25 in respect of one time settlement of loan from banks or financial
institutions are not applicable.

4. DECLARATION OF INDEPENDENCE:

The Independent Directors of the Company have given the declaration and confirmation to the Company as required under
Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations confirming that they meet the criteria of
independence and that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective independent judgement and without any
external influence.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014,
as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs.

5. NOMINATION & REMUNERATION POLICY:

Your Company has constituted Nomination & Remuneration Committee as prescribed under section 178(1) of the Act. The
Nomination & Remuneration Committee considers that the qualifications, experience and positive attributes of the Directors
on the Board of the Company are sufficient enough to discharge their duties.

During the financial year 2024-25, the Company has paid sitting fees to the Independent Directors for attending Board
meetings, Audit Committee Meetings and also for Separate Independent Directors'' Meetings.

The Company''s Policy on Nomination and Appointment of Directors, criteria for appointment of Senior Management
and Remuneration Policy, as formulated under Section 178(3) of the Act, is available on the Company''s website at
https://www.gtbl.in/wp-content/uploads/2025/07/NRC-Policy-2022-23.pdf

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments, covered under the provisions of Section 186 of the Act are given in Note no.
5 of the Financial Statements.

7. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an
arm''s length basis and in the ordinary course of business. Hence no disclosure is required to be provided in Form AOC-2
for the Financial Year 2024-25. Further the details of the transactions with related parties are provided in Note No. 31 in the
accompanying financial statements.

All related party transactions are placed for the review/ approval before the Audit Committee and also before the Board and
Shareholders wherever necessary in compliance with the provisions of the Act and Listing Regulations. The Audit Committee
at its meeting held on 25^th March, 2025 reviewed and approved the related party transactions after considering the minimum
information to be provided as per industry standards for the financial year 2025-26 and granted prior omnibus approval
for Related Party Transactions as per the provisions contained in the SEBI Listing Regulations. A statement giving details
of all Related Party transactions was also placed before the Audit Committee and Board of Directors for their approval on
quarterly basis.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board
has been adopted by the Company and uploaded on the Company''s website at
https://www.gtbl.in/wp-content/uploads/2025/05/RPT-Policy GTBL 14.02.2025.pdf

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls followed by the Company are adequate and commensurate with the size and nature of the
business and were operating effectively during the year under review.

Internal Audit function of the Company is carried out through Independent Chartered Accountants firm to test and verify the
Company''s Internal Control System. The Company''s assets are adequately safeguarded against significant misuse or loss.
The Company has in place, adequate Internal Financial Controls with respect to maintenance of accounting records and
financial transactions. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively. The Audit Committee and the Board reviews the report(s) of the
independent internal auditor at regular intervals along with the adequacy, effectiveness and operations of the internal auditor
regarding internal control systems and recommends improvements and remedial measures wherever necessary.

During the year under review, no material or serious observations were received from the Internal Auditors of the Company
for inefficiency or inadequacy of such controls.

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

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

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

a. The Company has not issued any equity shares under the Employees Stock Option Scheme during the year and
therefore, no information is provided on this matter.

b. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased
directly by employees under a scheme and thus no information is furnished in this regard.

c. Bonus Issue of Equity Shares of the Company:

On 14^th May, 2024, the Board of Directors of the Company considered and approved the proposal for the issuance of
bonus equity shares in the ratio of 1:2 (i.e., one bonus equity share for every two existing equity shares held), with the
face value of the shares remaining at Re.1 each. The said proposal was approved by the Shareholders of the Company
at the Annual General Meeting held on 23^rd July, 2024. The Record Date for the bonus issue was set as 9^th August, 2024
and consequently, the allotment of the bonus equity shares was completed on 14^th August, 2024.

Pursuant to the allotment of bonus shares, the paid-up equity share capital of the Company increased from
Rs.7,26,43,510 to Rs.10,89,65,265.

11. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

In accordance with Regulation 34(2) of the SEBI Listing Regulations, the inclusion of Business Responsibility and
Sustainability Report (BRSR) as a part of the Annual Report is mandated for top 1000 listed entities based on the market
capitalization. BRSR for the financial year 2024-25 has been prepared in accordance with the format prescribed by SEBI.
The BRSR report forms part of this report.

The BRSR report for the financial year 2024-25 has also been hosted on the Company''s website and the same can be
accessed at https://www.gtbl.in/investors/reports

12. DIRECTORS AND KEY MANAGERIAL PERSONNELS:

a. In accordance with the provisions of the Act and the Articles of Association of the Company, Dr. Dinesh S. Patel
(DIN: 00033273), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting
and being eligible offers himself for re-appointment. The Board recommends to the members the re-appointment of Dr.
Dinesh S. Patel (DIN: 00033273) as a Director in the ensuing Annual General Meeting (AGM) of the Company.

Necessary resolution for the appointment/ re-appointment of the Directors is included in the Notice convening the
ensuing AGM and details of the proposal for appointment/re-appointment are mentioned in the Explanatory Statement
to the Notice of AGM.

b. Pursuant to Section 161 of the Companies Act, 2013, the Board of Directors of the Company had appointed Mr. Hitesh
D. Gajaria (DIN: 10044310) and Mr. K. G. Ananthakrishnan (DIN: 00019325) as Additional Directors in the category of
Non-Executive Independent Directors, with effect from 14^th May, 2024 and 26^th July, 2024, respectively. Subsequently,
the shareholders approved the appointment of Mr. Hitesh D. Gajaria (DIN: 10044310) as a Director at the Annual
General Meeting (AGM) held on 23^rd July, 2024. The appointment of Mr. K. G. Ananthakrishnan as a Non-Executive
Independent Directors was approved by the shareholders through a postal ballot, with the resolution passed on
13^th October, 2024.

c. Mr. Vijay Agarwal (DIN: 00058548) had completed his second term as an Non-Executive Independent Directors at the last
Annual General Meeting held on 23^rd July, 2024 and accordingly ceased to be a Director ofthe Company with effect from that
date. Further, Dr. Vikram Sanghvi (DIN: 06858267) ceased to be a Director of the Company with effect from closing hours of
5^th November, 2024, pursuant to his resignation on attaining the age of 75 years. The Board of Directors place on record
their appreciation for the valuable services rendered by Mr. Vijay Agarwal and Dr. Vikram Sanghvi during their tenure as
Independent Directors of the Company.

d. Mr. Bhavik Shah was appointed as the Interim Chief Financial Officer (CFO) of the Company with effect from 1^st January,
2025, following the superannuation of Mr. Bharat Desai, who ceased to be CFO with effect from 31^st December 2024.
Subsequently, the Board of Directors, at their meeting held on 14^th February 2025, re-designated Mr. Bhavik Shah as
the Chief Financial Officer of the Company.

e. Further, the Board, on recommendation of Nomination & Remuneration Committee (NRC) appointed Mr. Vineet Gawankar
(ACS-55504) as the Company Secretary & Compliance Officer of the Company with effect from 3^rd September, 2024
in place of Mr. Rahul Soni (ACS- 61305), who resigned as Company Secretary & Compliance Officer of the Company
with effect from 2^nd August, 2024. The Board of Directors placed on record its appreciation to Mr. Rahul Soni for his
contribution during his term as Company Secretary of the Company.

All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of section 164
of the Act.

13. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

A calendar of regular meetings is prepared and circulated in advance to the Directors. Pursuant to the provisions of the
Companies Act, 2013 and rules made thereunder, the Board met (7) Seven times during the year, the details of which
are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the
meetings was within the period prescribed under the Act and the SEBI Listing Regulations.

b. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended
31^st March, 2025, the Board of Directors hereby confirms that:

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

ii) such accounting policies have been selected and applied consistently and the Directors made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
as at 31^st March, 2025 and of the profit of the Company for the year;

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

iv) the annual accounts of the Company have been prepared on a going concern basis;

v) internal financial controls have been laid down to be followed by the Company and that such internal financial
controls are adequate and were operating effectively;

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

c. COMMITTEES OF THE BOARD OF DIRECTORS:

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has
following Committees of the Board as on 31^st March, 2025:

i. Audit Committee;

ii. Stakeholders Relationship Committee;

iii. Nomination & Remuneration Committee;

iv. Corporate Social Responsibility Committee;

v. Risk Management Committee.

vi. Allotment Committee

In addition to the above, a committee of Independent Directors was constituted for the purpose of evaluating and
approving the scheme of amalgamation between the Company and Themis Medicare Limited, in accordance with
the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The details with respect to the aforesaid Committees forms part of the Corporate Governance
Report. Further the Board of Directors of the Company have constituted the allotment committee for the purpose of
allotment of bonus equity shares to existing shareholders as on record date i.e. 9^th August, 2024.

d. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES:

Your Company has established a Vigil Mechanism Policy for Directors, employees and third parties to report their genuine
concerns. Details of which have been given in the Corporate Governance report annexed to this report. This policy
is also available on Company''s website and can be accessed at https://www.gtbl.in/wp-content/uploads/2025/07/
GTBL-Vigil-Mechanism-or-Whistle-Blower-Policy.pdf

e. FAMILIARISATION PROGRAMS FOR INDEPENDENT DIRECTORS:

The Company conducts familiarization programs for Independent Directors and the details are uploaded on the website
of the Company on the below mentioned link https://www.gtbl.in/wp-content/uploads/2025/04/Familarization-
Programme-2024-25.pdf

f. RISK MANAGEMENT POLICY:

Your Company has in place a mechanism to inform the Board about the risk assessment and minimization procedure
and undertakes periodical review of the same to ensure that the risks are identified and controlled by means of a
properly defined framework. As per Regulation 21 of the SEBI Listing Regulations, Risk Management Committee of the
Company has been constituted by the Board on 11^th February, 2022.

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

i. Dr. Sachin D. Patel	Director & Member of the Committee
ii. Mr. Siddharth Kusumgar	Director & Member of the Committee
iii. Mr. Rajneesh Anand	Consultant & Member of the Committee

g. CORPORATE SOCIAL RESPONSIBILITY POLICY:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules,
2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee.

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

The Company has formulated policy for CSR activities and is placed on the website of the Company at https://www.
gtbl.in/wp-content/uploads/2025/02/CSR-Policy revised.pdf

h. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations and in accordance
with the parameters suggested by the Nomination & Remuneration policy, the Board of Directors have carried out an
annual evaluation of its own performance, Board, Committees and Individual Directors pursuant to the provisions of the
Act and the Corporate Governance requirements as prescribed by the SEBI Listing Regulations. Feedback was sought
by way of a structured questionnaire covering various aspects of the Board''s functioning, such as adequacy of the
composition of the Board and its committees, Board culture, execution and performance of specific duties, obligations
and Governance.

In a separate meeting of Independent Directors was held on 25^th March, 2025, performance of Non-Independent
Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account
the views of other Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire
Board.

A brief summary of outcome of the Board evaluation along with the action plan for implementing the recommendations
made by the Directors was presented to the Board.

i. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF
COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is furnished in Annexure III.

The statement containing names of employees in terms of remuneration drawn and the particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. Further, the report
and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act,
and the said annexure is open for inspection. Any member interested in obtaining a copy of the said statement may
write to the Company Secretary at [e-mail]

14. AUDITORS:

a. APPOINTMENT OF STATUTORY AUDITORS:

M/s. GMJ & Co., Chartered Accountants (Firm Registration No.103429W), the Statutory Auditors of the Company, were
appointed by the members at the 41^st Annual General Meeting (AGM) held on 7^th September, 2022 till conclusion of the
46^th AGM to be held in the financial year 2027.

b. MAINTENANCE OF COST RECORDS:

Maintenance of cost records is required as specified by the Central Government under sub-section (1) of section 148 of
the Act and accordingly such accounts and records are made and maintained.

c. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014,
the Board of Directors on recommendation of the Audit Committee, appointed M/s. Raja Dutta & Co., Cost Accountants
(Firm Registration No. 101555) as the Cost Auditors of the Company for the financial year 2025-26 for conducting the
audit of the cost accounting records maintained by the Company in respect of API and Intermediates activities of the
Company.

Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolution
seeking members ratification to the payment of remuneration of the said Cost Auditors is appearing in the Notice
convening the 44^th AGM of the Company.

d. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company had appointed M/s. KRS AND Co., Practicing Company Secretaries,
Thane, (FRN.S2017MH46900 & Peer Review No. 3967/2023), to undertake the Secretarial Audit of the Company for the
financial year 2024-25.

Secretarial Audit Report issued by M/s. KRS AND Co., Practicing Company Secretaries, in Form MR-3 for the financial
year 2024-25 forms part of this Annual report as Annexure-I.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024
dated December 12, 2024, the Secretarial Auditors shall now be appointed by the Members of the Company, on the
recommendation of the Board of Directors, for a period of five (5) consecutive years.

Based on the recommendation of the Audit Committee, the Board, at its Meeting held on 20^th May, 2025, subject to the
approval of the members of the Company, approved appointment of M/s. KRS AND Co., Practicing Company Secretaries,
Thane, (FRN.S2017MH46900 & Peer Review No. 3967/2023) represented by CS Ketan Ravindra Shirwadkar (Membership
No. A37829 and COP No. 15386), as the Secretarial Auditor of the Company, for a term of five (5) consecutive financial
years, to hold office from financial year 2025-26.

e. QUALIFICATION/ RESERVATION IN THE STATUTORY AUDIT REPORT:

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of
financial statements as on and for the year ended 31^st March, 2025.

f. QUALIFICATION/ RESERVATION IN THE SECRETARIAL AUDIT REPORT:

Provisions of Section 204 read with Section 134(3) of the Act mandates the Company to obtain Secretarial Audit Report
from Practicing Company Secretary. M/s. KRS AND Co., Practicing Company Secretaries were appointed to conduct
Secretarial Audit and issue Report for the financial year 2024-25.

Secretarial Audit Report issued by the Secretarial Auditor in Form MR-3 for the financial year 2024-25 forms part of this
report. The report of the Secretarial Auditor is annexed to this report as Annexure I.

The Audit Report issued by the Secretarial Auditor for the financial year 2024-25 does not contain any qualifications.
However, the Report includes the observation that the Company failed to comply with Regulation 295(1) of the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018 in implementing the bonus issue within the prescribed
timeline from the date of Board approval. The delay was inadvertent and occurred due to procedural and operational
oversight. The Company has since taken necessary steps to ensure timely compliance going forward. The fine levied by
the Stock Exchange has been duly paid and the matter stands closed.

g. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

15 OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished
as under:

a. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31^st March 2025 is
available on the Company''s website on https://www.gtbl.in/investors/reports/

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign
exchange earnings and outgo etc. are furnished in Annexure IV which forms part of this Report.

c. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the SEBI Listing Regulations, the Management Discussion and Analysis report forms part of this report.

d. CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with a Certificate of Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated in Regulation 17 to 27 read with Schedule V
and Regulation 46 of the SEBI (LODR) Regulations, 2015 as amended forms part of this Annual report.

e. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any
instances of frauds committed in your Company by its Officers or Employees to the Audit Committee under section
143(12) of the Act.

f. LISTING OF EQUITY SHARES ON THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED:

The equity shares of the Company were listed on the National Stock Exchange of India Limited (NSE) with effect
from 25^th February 2025, in order to improve liquidity and provide wider access to investors.

g. PREVENTION OF SEXUAL HARASSMENT:

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

Your Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed
thereunder for prevention and redressal of Complaints of Sexual Harassment at the workplace. The Company has
constituted an Internal Committee (IC) and name of the members of the IC are displayed on the notice board of
each office and manufacturing unit.

There was no complaint of sexual harassment received during the financial year 2024-25.

h. DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS (IE. CHANGE OF 25% OR MORE AS COMPARED
TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR):

Sr. No.	Particulars	2024-25	2023-24
1	Debtors Turnover (in days)	70.51	48.29
2	Inventory Turnover (in days)	10.13	19.29
3	Interest Coverage Ratio	181.07	362.56
4	Current Ratio	2.53:1	2.94:1
5	Debt Equity Ratio	-	-
6	Operating Profit Margin (%)	43.70%	46.85%
7	Net Profit Margin (%)	32.34%	34.84%

i. Details of any change in Return on Net Worth as compared to the immediately previous financial year along with
a detailed explanation thereof-

Financial year	2024-25	2023-24
Return on net worth (%)	19.64%	29.38%

j. EMPLOYEES KELAIIUNS:

Your Board of Directors place on record their sincere appreciation of the contributions made by the employees at
all levels to the growth of the Company.

Industrial relations at all our manufacturing sites remained cordial.

16. ACKNOWLEDGEMENTS AND APPRECIATION

Your Board of Directors take this opportunity to thank all stakeholders including customers, shareholders, suppliers, bankers,
business partners/associates, collaborators, financial institutions and Central and State Governments for their consistent
support and encouragement to the Company. Your Directors also thank the Members and Investors for their confidence in
the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Dr. Dinesh S Patel Dr. Sachin D. Patel

Place: Mumbai Chairman Director

Date: 20^th May, 2025 DIN:00033273 DIN: 00033353

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Mar 31, 2024

Your Directors have pleasure in presenting herewith the 43^rd Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31^st March, 2024.

i. financial statements & results:

a, FINANCIAL RESULTS:

The Company's performance during the year ended 31^st March, 2024 as compared to the previous financial year, is summarized below:

(' in Lakhs)
Particular	For the financial year ended 31st March, 2024	For the financial year ended 31st March, 2023
Income	17,418.76	15,497.29
Less: Expenses	9,485.33	7,750.81
Profit/ (Loss) before tax	7,933.43	7,746.48
Current Tax	1,950.90	1,924.06
Deferred tax	37.51	25.54
Adjustment of tax relating to earlier periods	28.70	-
Profit after Tax	5,916.32	5,796.88

b,    OPERATIONS:

Your Company is in the business of manufacturing and sale of raw material by fermentation process. Your Company's performance during the year in terms of Income and Profit was higher than the previous year. The change in business model Implemented more than four year ago years ago which was reported earlier has continued to help the Company to achieve a good financial performance.

During the period, sale of finished products recorded at '16,982.19 Lakhs (previous year '14,838.52 Lakhs) registering increase in sale. The Net Profit after tax recorded by the Company for the year under review is ' 5,916.32 Lakhs as compared to net profit of '5,796.88 Lakhs during previous year registering an increase of 2.06%.

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and as on the date of the report.

c,    SUBSIDIARIES:

The Company does not have any subsidiary.

d,    ASSOCIATES:

The Company does not have any Associate Company.

e,    DIVIDEND:

At the Board meeting held on 10^th February, 2024, the Board had declared an interim dividend of '0.75 (Rupees Seventy-Five Paisa only per share) (75.00%). Total dividend payout was '5,44,82,632.50.

Your Directors are pleased to recommend a final dividend of '0.25 per share for the financial year 2023-24. Total final dividend payout works out to '1,81,60,877.50.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), as amended, the Dividend Distribution Policy of the Company is available on the Company's website at http://www.gtbl.in/wp-content/uploads/2023/06/Dividend-Distribution-Policy GTBL -Final.pdf .

f,    TRANSFER TO RESERVES:

Your Board has not recommended transfer of any amount of profit to reserves during the year under review.

g,    REVISION OF FINANCIAL STATEMENTS:

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

h,    DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 (the "Act") and the Companies (Acceptance of Deposits) Rules, 2014.

2.    disclosures under section 134(3)(l) of the act:

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

3.    statement on declaration under section 149(6) OF THE act:

The Board has received declarations from the Independent Directors under section 149(6) of the Act that they are not otherwise disqualified to be Independent Directors. The Board further States that all the Independent Directors are persons of integrity and possess relevant expertise and experience to discharge their duties and roles as Independent Directors of the Company.

4.    statement under section 178 OF THE ACT:

Your Company has constituted Nomination and Remuneration Committee as well as Stakeholders Relationship Committee as prescribed under section 178(1) of the Act. The Nomination and Remuneration Committee considers that the Qualifications, Experience and positive attributes of the Directors on the Board of the Company are sufficient enough to discharge their duties as such.

During the financial year 2023-24, the Company has paid sitting fees to the Independent Directors for attending Board meetings, Audit Committee Meetings and also for Separate Independent Directors' Meeting.

Policy on Nomination and Appointment of Directors/Criteria for appointment of Senior Management and Remuneration Policy as formulated under Section 178(3) of the Act is annexed as "Annexure I" and forms part of this Report.

5.    BOARD’S explanation on auditors’ reports:

I.    Explanation on Statutory Auditors’ Report

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements as on and for the year ended 31^st March, 2024.

II.    Explanation on Secretarial Auditors’ Report

Provisions of Section 204 read with Section 134(3) of the Act mandates the Company to obtain Secretarial Audit Report from Practicing Company Secretary, M/s. HSPN & Associates LLP, Practicing Company Secretaries were appointed to conduct Secretarial Audit and issue Report for the financial year 2023-24.

Secretarial Audit Report issued by M/s. HSPN & Associates LLP, Practicing Company Secretaries in Form MR-3 for the financial year 2023-24 forms part of this report. The report of the Secretarial Auditor is annexed to this report as Annexure II.

6.    particulars of loans, guarantees or investments:

Details of Loans, Guarantees and Investments, covered under the provisions of Section 186 of the Act are given in Notes to the Financial Statements.

7.    particular of contracts or arrangement with related PARTIES:

The Company in the ordinary course of its business, enters into transactions for purchase and sale of goods, materials & services, other obligations from 'Related Parties' within the meaning of Section 2(76) of the Act and Regulation 23 of the SEBI Listing Regulations.

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm's length basis and in the ordinary course of business. All related party transactions were placed for the approval of the Audit Committee / Board / Shareholders wherever necessary in compliance with the provisions of the Act and the SEBI Listing Regulations. During the year, the Company has not entered into any contracts/arrangements/transactions with related parties which could be considered material in accordance with policy of the Company on material related party transactions or under section 188(1) of the Act. Accordingly, there are no particulars to report in Form AOC-2.

The details of the transactions with related parties are also provided in the accompanying financial statements.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board has been adopted by the Company and uploaded on the Company's website at the link: http://www.gtbl.in/wp-content/uploads/2015/08/Related-Party-Policy.pdf.

8.    disclosure of internal financial controls:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

9.    disclosure of orders passed by regulators or courts or tribunal:

During the financial year 2023-24 no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

10.    disclosure under section 43fa)fii) OF THE ACT:

The Company has not issued any shares with differential rights and hence no information is provided as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

11.    DISCLOSURE UNDER SECTION 54(1)(d) OF THE ACT:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

12.    disclosure under section 62(1)(b) OF THE ACT:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information is provided as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

13.    disclosure under section 67(3) OF THE ACT:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

14.    matters related to directors and key managerial personnel: changes in board of directors:

In accordance with the provisions of the Act and the Articles of Association of the Company, Dr. Sachin D Patel (DIN: 00033353), Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The Board recommends to the members the re-appointment of Dr. Sachin D. Patel (DIN: 00033353) as Director in the ensuing AGM of the Company.

Necessary Ordinary Resolution for the reappointment of Dr. Sachin D. Patel (DIN: 00033353) is included in the Notice convening the ensuing Annual General Meeting.

Mr. Vijay Agarwal (DIN: 00058548) will be completing his second term as an Independent Director at the ensuing Annual General Meeting. Your Directors place on record their appreciation of the valuable services rendered by him during his tenure as Director of the Company.

Pursuant to Section 161 of the Companies Act, 2013 the Board of Directors of the Company had appointed Mr. Hitesh Dharmasinh Gajaria (DIN: 10044310) as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from 14^th May, 2024. The Board recommends to the members the appointment of Mr. Hitesh Dharmasinh Gajaria (DIN: 10044310) as Director in the ensuing AGM of the Company.

Necessary Special Resolution for the appointment of Mr. Hitesh Dharmasinh Gajaria (DIN: 10044310) is included in the Notice convening the ensuing Annual General Meeting.

There were no other changes in Directors during the year.

changes in key managerial personnel:

There were no changes in Key Managerial Personnel during the year.

board meetings:

The Board of Directors met 4 (Four) times during the financial year ended on 31^st March, 2024 in accordance with the provisions of the Act and rules made thereunder.

The Meetings of the Board of Directors are held at regular intervals of not more than one hundred and twenty days. These are generally scheduled well in advance. The Board meets at least once a Quarter to review the Performance and Financial Results of the Company. All the major decisions are taken at the Board meeting wherein Directors are provided with all material information. The Senior Executives of the Company are invited to attend the Board meeting and provide clarifications as and when required.

director’s responsibility statement:

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended 31^st March, 2024, the Board of Directors hereby confirms that:

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

ii)    such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for that year;

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

iv)    the annual accounts of the Company have been prepared on a going concern basis;

v)    internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

committees of the board of directors:

In compliance with the requirement of applicable laws, the Company has following Committees of the Board as on 31^st March, 2024:

i.    Audit Committee;

ii.    Stakeholders Relationship Committee;

iii.    Nomination and Remuneration Committee;

iv.    Corporate Social Responsibility Committee;

v.    Risk Management Committee.

The details with respect to the aforesaid Committees form part of the Corporate Governance Report.

vigil mechanism policy for the directors and employees:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

As per SEBI (Prohibition of Insider Trading) (Amendment) Regulation, 2018 which amends SEBI (Prohibition of Insider Trading) Regulation, 2015, the listed company shall have a whistle blower policy and make employees aware of such policy to enable employees to report instances of leak of unpublished price sensitive information.

Considering the above amendment in SEBI (Prohibition of Insider Trading) Regulations, 2015, the Vigil Mechanism Policy of the Company was amended with effect from 1^st April, 2019 to enable employees to report instances of leak of unpublished price sensitive information.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The said Policy is available on the website of the Company at http://www.gtbl.in/wp-content/uploads/2019/04/GTBL-Vigil-Mechanism-or-Whistle-Blower-Policy.pdf

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

risk management:

We have an integrated approach to managing risks inherent in various aspect of our business.

corporate social responsibility policy:

Gujarat Themis Biosyn Limited CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure Ill of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company's website at http://www.gtbl.in/wp-content/uploads/2022/07/CSR-Policy.pdf.

annual evaluation of directors, committee and board:

Provision of the Regulation 17 of the SEBI Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework. The Schedule IV of the Act states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board has carried out an annual evaluation of its own performance, Committees and Individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the SEBI Listing Regulations.

The performance of the Board and Committees was evaluated by the Board with the help of inputs received from all the Directors and the Committee members on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like ability to contribute and monitor our corporate governance practices, meaningful and constructive contribution in the issues discussed in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views other non-executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board was overall of the opinion that the Independent Directors have contributed through the process of Board and Committee meeting of which they are members in effective manner as per as their expertise in their field and needs of the organization. The suggestions and contributions of the Independent Directors in the working of the Board/Committee were satisfactory and the value addition made by such independent directors individually and as a team is commendable. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES. 2014:

The Company has paid Commission to its Non-Executive Directors and sitting fees to its Independent Directors attending Board and Committees meetings during the year. However, in respect of Key Managerial Personal, the disclosure is attached as Annexure IV.

15. AUDITORS:STATUTORY AUDITORS:

M/s. GMJ & Co., Chartered Accountants (Firm Registration No.103429W), the Statutory Auditors of the Company, were appointed by the members at the 41^st Annual General Meeting (AGM) to hold such office till conclusion of the 46^th AGM. The Ministry of Corporate Affairs (MCA), had amended the relevant provision of the Act relating the requirement of placing the matter relating to ratification of appointment of Statutory Auditors by members at every Annual General Meeting. Therefore, the ratification of appointment of Auditor is not required, M/s. GMJ & Co., Chartered Accountants will continue to hold office till conclusion of the 46^th AGM and their appointment will not be subject to ratification by the members at every intervening AGM held after 41^st AGM.

MAINTENANCE OF COST RECORDS:

Maintenance of cost records is required as specified by the Central Government under sub-section (1) of section 148 of the Act and accordingly such accounts and records are made and maintained.

COST AUDITORS:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors on recommendation of the Audit Committee, appointed M/s. Raja Datta & Co., Cost Accountants (Firm Registration No. 101555) as the Cost Auditors of the Company for the financial year 2024-25 for the applicable Product. Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolution seeking your ratification to the remuneration of the said Cost Auditors is appearing in the Notice convening the 43^rd AGM of the Company.

16.    OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a.    EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, Annual Return in Form MGT-7 as on March 31, 2024 is available on the Company's website at http://www.gtbl.in/wp-content/uploads/2024/06/GTBL Annual-Return-FY-2023-24.pdf

b.    CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure V which forms part of this Report.

c.    CORPORATE GOVERNANCE:

Report on Corporate Governance and Certificate of Auditors of your Company regarding compliance of the Conditions of Corporate Governance as stipulated in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI Listing Regulations with the Stock Exchanges, are enclosed as a separate section and a part of this report in Annexure VI.

d.    BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In accordance with Regulation 34(2) of the SEBI Listing Regulations, the inclusion of Business Reporting and Sustainability Report (BRSR) as a part of the Annual Report is mandated for top 1000 listed entities based on the market capitalization. BRSR for the financial year 2023-24 has been prepared in accordance with the format prescribed by SEBI. The summary of the BRSR is appended herewith as Annexure VII to this Report.

e.    SUB-DIVISION OF ORDINARY SHARES OF THE COMPANY

On May 13, 2023, the Board of Directors of the Company, considered and approved the proposal for sub-division of 1 (one) equity share of the Company having face value of '5/- each into 1 (one) equity shares of the Company having face value of '1/- each ('sub-division') and consequential amendments in the Capital Clause of the Memorandum of Association of the Company and Articles of Association of the Company, subject to the approval of the Shareholders of the Company and other necessary approvals. The said proposal was approved by the Shareholders of the Company at the Annual General Meeting held on September 09, 2023. The Record Date for the sub-division was set as October 10, 2023 and consequently, the face value of the equity shares of the Company (fully paid-up and partly paid-up) was subdivided to '1/- each from '5/- each.

17.    PREVENTION OF SEXUAL HARASSMENT:

We have zero tolerance for sexual harassment at the workplace and have adopted a Policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of Complaints of Sexual Harassment at the workplace.

During the financial year ended 31^st March, 2024 your Company has not received any complaint related to sexual harassment.

18.    SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards, as issued by the Institute of Company Secretaries of India and notified by the Central Government.

19.    MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and as on the date of the report.

20. management discussion & analysis:

Cautionary Statement:

The statements in the "Management Discussion and Analysis Report" describe the Company's objectives, projections, estimates and expectations which may be "forward-looking statements" within the meaning of the applicable laws and regulations. The actual results could differ materially from those expressed or implied, depending upon the economic and climatic conditions, government policies, taxation and other laws and other incidental factors.

Financial Overview:

The financial performance of the Company for the financial year ended 31^st March, 2024, is as follows:

Total revenue from operations stood at '169.82 Crores for the year ended 31^st March, 2024, as against '148.39 Crores for the corresponding previous financial year, an increase of 14.45%.

The total cost of raw materials incurred (including changes in inventory) for the financial year ended 31^st March, 2024 was '36.68 Crores as against '26.49 Crores for the corresponding previous period.

The EBIDTA (earnings before interest, depreciation and tax, excluding other income) was '78.73 Crore for the year ended 31^st March, 2024, as against '73.63 Crore for the corresponding previous period, an increase of 6.93%.

The finance cost for the financial year ended 31^st March, 2024 was '0.23 Crore as against '0.18 Crore for the corresponding previous period.

The PAT (profit after tax) was '59.16 Crores for the year ended 31^st March, 2024, as against '57.97 Crores for the corresponding previous period, an increase of 2.06%.

Resources and Liquidity:

The cash, cash equivalents and bank balances at the end of 31^st March, 2024 were '8.16 Crore. The debt to equity ratio of the Company was zero as on 31^st March, 2024.

Business category wise performance:

GTBL operates in one segment i.e. pharmaceuticals. The results of the Company depict business growth during the period. The Company is presently manufacturing Rifamycin S, which is an intermediate for manufacturing the drug Rifampicin (an Antibiotic used for the treatment of several types of bacterial infections, including tuberculosis, Mycobacterium avium complex, leprosy, and Legionnaires' disease) and Rifamycin O, which is an intermediate for manufacturing the drug Rifaximin (this is an Antibiotic used for treatment of traveler's diarrhea, irritable bowel syndrome, and hepatic encephalopathy).

Risks & Concerns:

The business of the Company is exposed to some risks. Risks, liabilities and losses are part and parcel of any industry and need to be tackled through well forecasted strategies and actions.

Unfavourable Policy Changes

Drug pricing and other policies and laws impacting the operations of the Company are subject to changes by the Government. Any potentially adverse changes in government policies with respect to essential medicines and pricing with respect to the products may impact margins of the Company. For instance, inclusion of new molecules into the price control umbrella, or bans on various fixed dose combinations, by the Government, may create new risks for the domestic market.

Credit Risk

To manage its credit exposure, GTBL has determined a credit policy with credit limit requests and approval procedures. The Company does its own research of a counterparty's financial health and business prospects. Timely and rigorous process is followed up with clients for payments as per schedule. The Company has suitably streamlined the process to develop a focused and aggressive receivables management system to ensure timely collections.

Competition Risk

Like in most other industries, growth opportunities lead to a rise in competition. We face different levels of competition, from domestic as well as Chinese companies. GTBL has created strong differentiators in execution, quality and delivery which make it resilient to competition. Furthermore, the Company continues to invest in R&D and its skilled workforce to maintain a competitive edge. Stable and long-standing client relationships further help maintain a strong order book and insulate the Company from this risk. We also mitigate this risk with the quality of our infrastructure and specialized fermentation-based methodologies, coupled with prudent financial and human resources management and better control over costs.

input Cost Risk

Our profitability and cost effectiveness are affected by changes in the prices of raw materials, power and other input/utility costs.

opportunities & threats

Opportunities Growth in Pharma Sector

India is one of the largest provider of generic drugs globally and is known for its affordable vaccines and generic medications. The Indian Pharmaceutical industry is currently ranked third in pharmaceutical production by volume after evolving over time into a thriving industry growing at a CAGR of 9.43% since the past nine years. Indian pharmaceutical sector supplies over 50% of global demand for various vaccines, 40% of generic demand in the US and 25% of all medicine in the UK. This presents a strong growth opportunity for the Company in the global scenario.

Indian Market Size & Export Opportunities

The overall size of India pharmaceuticals industry is expected to reach US$ 65 billion by end of 2024, and ~US$ 130 billion by 2030. According to Government data, the industry is worth approximately US$ 50 billion with over US$ 25 billion of the value coming from exports. About 20% of the global exports in generic drugs are met by India.

India is among the top 12 destinations for biotechnology worldwide and 3^rd largest destination for biotechnology in Asia Pacific. In 2022, India's Biotechnology industry crossed US$ 80.12 billion, growing 14% from the previous year.

India is the 3^rd largest producer of API, accounting for an 8% share of the Global API Industry. About 500+ different APIs are manufactured in India, and the country contributes 57% of APIs to prequalified list of the World Health Organization (WHO).

Outsourced Manufacturing in Global Pharma Sector

There is an increasing trend of outsourcing manufacturing for various drugs and pharma products across the world.

Pharmaceutical research firms are increasingly looking to focus on R&D and outsource the manufacturing to Companies

that have requisite manufacturing expertise. Such trends present new opportunities for Companies that can leverage their

production capacities.

increasing investments in the Pharma Sector

The sector has been witnessing strong inflow of investments which are conducive for companies operating in this industry

to grow.

-    Up to 100% FDI has been allowed through automatic route for Greenfield pharmaceuticals projects. For Brownfield pharmaceuticals projects, FDI allowed is up to 74% through automatic route and beyond that through government approval.

-    The cumulative FDI equity inflow in the Drugs and Pharmaceuticals industry was US$ 21.58 billion during the period April 2000 to September 2023. This constitutes almost 3.3% of the total FDI inflow received across sectors.

-    The Department of Pharmaceuticals is planning to launch a Scheme for the Promotion of Research and Innovation in Pharma (PRIP) MedTech Sector. The scheme has been approved by the Union Cabinet for a period of five years starting from 2023-24 to 2027-28 with a total outlay of '5,000 crore (US$ 604.5 million).

Government initiatives

Favourable schemes by the Government of India in the recent past to support and grow the Pharmaceuticals sector bode well for companies operating in this industry.

The Union Budget introduced several new schemes to provide impetus to the pharma and healthcare sector in India.

-    The Union Cabinet approved the National Medical Devices Policy, 2023. This policy is expected to facilitate an orderly growth of the medical device sector to meet the public health objectives of access, affordability, quality and innovation.

-    The Ayushman Bharat Digital Mission (ABDM) was recently launched

-    The Department of Pharmaceuticals has prepared an Umbrella Scheme namely 'Scheme for Development of Pharma industry', which covers: Assistance to Bulk Drug Industry for Common Facilitation Centres; Assistance to Medical Device Industry for Common Facilitation Centres; Assistance to Pharmaceutical Industry (CDP-PS); Pharmaceutical Promotion and Development Scheme; and Pharmaceutical Technology Upgradation Assistance Scheme.

Sources: https://www.ibef.org/industry/pharmaceutical-india.aspx Threats

Threat from Global Competitors

Indian pharma companies face competition from bigger, global pharma companies, backed by larger financial strength, as well as from China-based players. Disproportionate or anti-competitive pricing from Chinese companies can pose threat to the domestic market.

Threat from Generics

Generic drugs offer cost-effective alternatives to drugs innovators and significant savings to customers. internal control system and adequacy:

The Company ensures the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. The Statutory Auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit Committee of the Board. Other statutory requirements especially, in respect of pharmaceutical business are also vigorously followed in order to have better internal controls over the affairs of the Company.

Outlook:

Over the next five years, India's medical spending is expected to increase by 9-12%, placing the country among the top 10 in the world for medical spending. Future domestic sales growth will also be contingent upon companies' capacity to match their product offerings to treatments including cardiovascular, anti-diabetic, anti-depressant, and anti-cancer medications for chronic diseases, all of which are experiencing an increase in prominence.

The Indian government has implemented several measures aimed at curbing expenditures and lowering medical prices for consumers. The aging population, an increase in chronic illnesses, government initiatives like the National Health Protection Scheme (which aims to provide universal healthcare), and the opening of pharmacies selling low-cost medications should all help to strengthen the Indian pharmaceutical sector. Indian pharmaceutical companies stand to gain from the ongoing focus on timely launch of medications into the market. Furthermore, the focus on preventive vaccinations, life-saving medications, and rural health programs reflects well for businesses in this industry.

There are very few companies in India which have the expertise in the field of fermentation. Many products manufactured by fermentation are not made in India. The country's needs are largely met through imports. GTBL is continuously identifying fermentation-based products which have good domestic and export potential.

The Company is investing in:

•    R&D for new product development;

•    Expanding fermentation capacities; and

•    Forward integration into API, through an API facility

Capex plan of '200 crores capex already underway, and the new facilities will comply with global standards.

With such R&D and manufacturing capacities in place, GTBL is in a good position to capitalize on the significant growth opportunities in this sector going forward in the domestic as well as global markets.

Sources: https://www.ibef.org/industry/pharmaceutical-india

https://www.ibef.ora/download/1659942652 Pharmaceuticals-June 2022.pdf https://www.ibef.org/industry/pharmaceutical-india.aspx

operational overview:

GTBL constantly reviews its product position in the market in terms of demand trends, with a view to sustain its growth. The Company also explores opportunities for new fermentation-based products. The Company is operating in a dynamic environment, characterized by the following aspects.

(a)    Industry structure and developments:

The Indian pharmaceutical industry, which is frequently referred to as the "pharmacy of the world", has been expanding. It is forecast to grow from $40 billion in 2021 to an estimated $130 billion in 2030, and by 2047, it is predicted to reach $450 billion.

In addition to meeting domestic demand, the Indian pharmaceutical industry controls more than 20% of the global pharmaceutical supply chain and provides vaccines for over 60% of the global vaccination market. It supplies 25% of all medications in the UK and 40% of the generic demand in the US. It has undergone a remarkable transformation, evolving into a dynamic powerhouse driving healthcare advancements worldwide. Interestingly, India is the biggest contributor to UNESCO, with a share of over 50-60%. Plus, it boasts the highest number of US FDA-approved plants outside the U.S.

The industry benefits from cost competitiveness, driven by factors such as lower labor costs, economies of scale, and efficient manufacturing processes. This cost advantage enables Indian pharmaceutical firms to provide competitively priced products both domestically and globally. The industry's broad reach and diversity provide resilience and adaptation to the demands of the supply chain, allowing companies to effectively navigate through market volatility and address a wide range of needs. The significance of strong supply chain networks that can fulfill strict regulations, guarantee superior quality, and get over logistical obstacles is highlighted by their extensive global presence.

Following the Covid-19 pandemic, pharmaceutical supply chains have evolved to become more agile, transparent, and resilient. There is a significant ongoing investment in automating manufacturing and packaging processes to enhance productivity, operational cost efficiency, and labeling precision. This transformation has enabled the implementation of on-demand delivery models, employing strategies like direct-to-patient approaches and B2B e-commerce platforms. Source: https://www.maersk.com/insiahts/arowth/2024/02/27/pharmaceutical-supply-chain-in-india

(b)    Government Initiatives for Pharmaceuticals Industry:

There have been several initiatives by the Government to Support the Indian Pharma Sector. In the Union Budget 202324, the Government announced the following:

•    A mission to eliminate sickle cell anaemia by 2047 will be launched. It would involve raising awareness, conducting a comprehensive screening of seven crore individuals in the impacted tribal regions, up to the age of 40 years, and providing counselling through coordinated efforts.

•    The government would also facilitate select ICMR labs with facilities like research by both public and private medical collage faculty's alongside private sector R&D teams.

•    For innovation in the pharmaceutical sector, through centres of excellence, a new initiative to encourage pharmaceutical research and innovation will be implemented. The Government persuades businesses to spend money on R&D in a few chosen priority fields. At the grass root level, the Government has also announced on building 157 nursing colleges in co-location with Government medical colleges.

•    The Ministry's scheme "Strengthening of Pharmaceutical Industry (SPI)" with a total financial outlay of US$ 60.9 million ('500 crore) extends support required to existing pharma clusters and MSMEs across the country to improve their productivity, quality and sustainability.

•    The Government has set a target to increase the number of Pradhan Mantri Bhartiya Jan Aushadhi Kendras to 10,500 by March 2025. The product basket comprises 1,451 drugs and 240 surgical instruments.

•    The thrust on rural health programmes, lifesaving drugs and preventive vaccines augurs well for pharmaceutical companies.

Source: https://www.ibef.org/industry/indian-pharmaceuticals-industry-analysis-presentation Company’s Strategy

GTBL is focusing on organic growth initiatives to capitalize on the rising market opportunities.

The Company is expanding its growth avenues through an ongoing capex plan which will help increase its product portfolio as well as position in the overall value chain. As part of this strategy, the Company has been investing in new product development through R&D, as well as forward integration into API, and lastly, in expanding its fermentation capacity.

Consequently, the Company aims to expand its product portfolio with new fermentation-based molecules, as well as some APIs.

The increase in top line and profitability of the Company have continued to sustain over the last year. The Company is fully aware of its capabilities and strengths and is going ahead with the expansion initiatives.

(c)    Segment-wise or product-wise performance:

The Company operates in single segment i.e., pharmaceuticals. The results of the Company under review depict business growth during the period.

(d)    Discussion on financial performance with respect to operational Performance:

The operational performance during the year under review has grown year-on-year. The Company has maintained its levels of production at optimal utilization. Demand for both products has also remained healthy.

The top line and Profit after Tax increased by 14.45% and 2.06%, respectively, compared to previous year. The Company continued to generate profit during the year under review.

(e)    Material developments in Human Resources/lndustrial Relations front, including number of people employed:

The core of the Human Resource philosophy at Gujarat Themis Biosyn Ltd. is empowering human resources towards achievement of company aspirations. Your Company has a diverse mix of youth and experience which nurtures the business. As on 31^st March 2024 the total employee strength was 157.

(f)    Details of significant changes in key financial ratios (i.e. change of 25% or more as compared to the immediately previous financial year):

Sr. No	Particulars	2023-24	2022-23
1.	Inventory Turnover (in days)	19.29	32.26
2.	Current Ratio	2.94:1	4.04:1
(g) Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.
Financial year		2023-24	2022-23
Return on net worth (%)		29.38%	38.87%

Change in return on Net Worth in current year compared to last year is due to dividend declared and distributed during the year.

21. ACKNOWLEDGEMENT:

Your Directors have pleasure to place on record their sincere appreciation for the continued co-operation and support extended to the Company by Union Bank of India, all the Employees, Indian promoters, various other Government authorities and of course, shareholders.

---

Mar 31, 2023

The Directors have pleasure in presenting herewith the 42^nd Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31^st March, 2023.

1. FINANCIAL STATEMENTS & RESULTS:a. FINANCIAL RESULTS:

The Company’s performance during the year ended 31^st March, 2023 as compared to the previous financial year, is summarized below:

(Rs. in Lakhs)
Particular	For the financial year ended 31st March, 2023	For the financial year ended 31st March, 2022
Income	15,499.67	11,890.40
Less: Expenses	7,753.19	5,986.95
Profit/ (Loss) before tax	7,746.48	5,903.45
Current Tax	1,924.06	1,533.80
Deferred tax	25.54	7.24
Adjustment of tax relating to earlier periods	-	-
Profit after Tax	5,796.88	4,362.42

b. OPERATIONS:

Your Company is in the business of manufacturing and sale of raw material by fermentation process. Your Company’s performance during the year in terms of Turnover and Profit was substantially better than the previous year. The change in business model made three years ago which was reported earlier has continued to help the Company to report a good financial performance.

During the period, sale of finished products recorded at ''14,812.97 Lakhs (previous year ''11,419.17 Lakhs) registering increase in sale. The Net Profit after tax recorded by the Company for the year under review is ''5,796.88 Lakhs as compared to net profit of ''4,362.42 Lakhs during previous year registering an increase of 32.88%.

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and as on the date of the report.

c. SUBSIDIARIES

The Company does not have any subsidiary.

d. ASSOCIATES

The Company does not have any Associate Company.

e. DIVIDEND

At the Board meeting held on 21^st November 2022, the Board had declared an interim dividend of ''4.40/- (Four Rupees Forty Paisa only per share) (88%). Total dividend payout was ''6,39,626,289.

Your Directors are pleased to recommend a final dividend of ''1.00/- per share for the financial year 2022-23. Total dividend payout works out to ''1,45,28,702.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), as amended, the Dividend Distribution Policy of the Company is available on the Company’s website at http://www.gtbl.in/investors/policies/ .

f. TRANSFER TO RESERVES:

Your Board has not recommended transfer of any amount of profit to reserves during the year under review.

g. REVISION OF FINANCIAL STATEMENT:

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

h. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 (the “Act”) and the Companies (Acceptance of Deposits) Rules, 2014.

2. DISCLOSURES UNDER SECTION 134(3)0 OF THE COMPANIES ACT, 2013:

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

3. STATEMENT ON DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

The Board has received declarations from the Independent Directors under section 149(6) of the Act that they are not otherwise disqualified to be Independent Directors. The Board further States that all the Independent Directors are persons of integrity and possesses relevant expertise and experience to discharge their duties and roles as Independent Directors of the Company.

4. STATEMENT UNDER SECTION 178:

Your Company has constituted Nomination and Remuneration Committee as well as Stakeholders Relationship Committee as prescribed under section 178(1) of the Act. The Nomination and Remuneration Committee considers that the Qualifications, Experience and positive attributes of the Directors on the Board of the Company are sufficient enough to discharge their duties as such.

During the financial year 2022-23, the Company has paid sitting fees to the Independent Directors for attending Board meetings, Audit Committee Meetings and also for Separate Independent Directors’ Meeting.

Policy on Nomination and Appointment of Directors/Criteria for appointment of Senior Management and Remuneration Policy as formulated under Section 178(3) of the Act is annexed as “Annexure I” and forms part of this Report.

5. BOARD’S EXPLANATION ON AUDITORS’ REPORTS:I. Explanation on Statutory Auditors’ Report

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements as on and for the year ended 31^st March, 2023.

II. Explanation on Secretarial Auditors’ Report

Provisions of Section 204 read with Section 134(3) of the Act mandates the Company to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. HSPN & Associates LLP, Practicing Company Secretaries were appointed to conduct Secretarial Audit and issue Report for the financial year 2022-23.

Secretarial Audit Report issued by M/s. HSPN & Associates LLP, Practicing Company Secretaries in Form MR-3 for the financial year 2022-23 forms part to this report. The report of the Secretarial Auditor is annexed to this report as Annexure II.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments, covered under the provisions of Section 186 of the Act are given in Notes to the Financial Statements.

7. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The Company in the ordinary course of its business, enters into transactions for purchase and sale of goods, materials & services, other obligations from ‘Related Parties’ within the meaning of Section 2(76) of the Act and Regulation 23 of the SEBI Listing Regulations .

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm’s length basis and in the ordinary course of business. All related party transactions were placed for the approval before the Audit Committee / Board / Shareholders wherever necessary in compliance with the provisions of the Act and the SEBI Listing Regulations. During the year, the Company has not entered into any contracts/arrangements/transactions with related parties which could be considered material in accordance with policy of the Company on material related party transactions or under section 188(1) of the Act. Accordingly, there are no particulars to report in Form AOC-2.

The details of the transactions with related parties are also provided in the accompanying financial statements.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board has been adopted by the Company and uploaded on the Company’s website at the link: http://www.gtbl.in/wp-content/ uploads/2015/08/Related-Partv-Policv.pdf

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

9. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

During the financial year 2022-23 no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

10. DISCLOSURE UNDER SECTION 43(a) (ii) OF THE ACT:

The Company has not issued any shares with differential rights and hence no information is provided as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

11. DISCLOSURE UNDER SECTION 54(1) (d) OF THE ACT:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

12. DISCLOSURE UNDER SECTION 62(1)(b) OF THE ACT :

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information is provided as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

13. DISCLOSURE UNDER SECTION 67(3) OF THE ACT :

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

14. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:1) CHANGES IN BOARD OF DIRECTORS:

In accordance with the provisions of the Act and the Articles of Association of the Company, Dr. Dinesh S. Patel (DIN: 00033273), Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The Board recommends to the members the re-appointment of Dr. Dinesh S. Patel (DIN: 00033273) as Director in the ensuing AGM of the Company.

Necessary ordinary Resolution for the reappointment of Dr. Dinesh S. Patel (DIN: 00033273) is included in the Notice convening the ensuing Annual General Meeting.

There were no other changes in Directors during the year.

CHANGES IN KEY MANAGERIAL PERSONNEL

1. Mr. Jagdish G. Kaujalgi, Chief Executive Officer has resigned w.e.f. 10^th July, 2022.

2. Mr. Tapas Guha Thakurata was appointed as Chief Executive Officer w.e.f. 05^th January, 2023.

There were no other changes in Key Managerial Personnel during the year.

BOARD MEETINGS:

The Board of Directors met 6 (Six) times during the financial year ended on 31^st March, 2023 in accordance with the provisions of the Act and rules made there under.

The Meetings of the Board of Directors are held at regular intervals of not more than one hundred and twenty days. These are generally scheduled well in advance. The Board meets at least once a Quarter to review the Performance and Financial Results of the Company. All the major decisions are taken at the Board meeting wherein Directors are provided with all material information. The Senior Executives of the Company are invited to attend the Board meeting and provide clarifications as and when required.

DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended 31^st March, 2023, the Board of Directors hereby confirms that:

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

ii) such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for that year;

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

iv) the annual accounts of the Company have been prepared on a going concern basis;

v) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

COMMITTEES OF THE BOARD OF DIRECTORS

In compliance with the requirement of applicable laws, the Company has following Committees of the Board as on 31^st March, 2023:

i. Audit Committee;

ii. Stakeholders Relationship Committee;

iii. Nomination and Remuneration Committee;

iv. Corporate Social Responsibility Committee

The details with respect to the aforesaid Committees form part of the Corporate Governance Report.

As per Regulation 21 of the SEBI Listing Regulations, top 1000 listed entities determined on the basis of market capitalisation as on 31^st March are required to constitute Risk Management Committee. Accordingly, the Board, at its meeting held on 13^th May 2023, has formed a Risk Management Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

As per SEBI (Prohibition of Insider Trading) (Amendment) Regulation, 2018 which amends SEBI (Prohibition of Insider Trading) Regulation, 2015, the listed company shall have a whistle blower policy and make employees aware of such policy to enable employees to report instances of leak of unpublished price sensitive information.

Considering the above amendment in SEBI (Prohibition of Insider Trading) Regulations, 2015, the Vigil Mechanism Policy of the Company was amended with effect from 1^st April, 2019 to enable employees to report instances of leak of unpublished price sensitive information.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The said Policy is available on the website of the Company at http://www.gtbl.in/wp-content/uploads/2019/04/GTBL-Vigil-Mechanism-or-Whistle-Blower-Policy.pdf

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

RISK MANAGEMENT:

We have an integrated approach to managing risks inherent in various aspect of our business.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

Gujarat Themis Biosyn Limited CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company’s website at http://www.gtbl.in/wp-content/uploads/2022/07/CSR-Policy.pdf

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Provision of the Regulation 17 of the SEBI Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework. The Schedule IV of the Act states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Board has carried out an annual evaluation of its own performance, Committees and Individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the SEBI Listing Regulations.

The performance of the Board and Committees was evaluated by the Board with the help of inputs received from all the Directors and the Committee members on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like ability to contribute and monitor our corporate governance practices, meaningful and constructive contribution in the issues discussed in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views other non-executive directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board was overall of the opinion that the Independent Directors have contributed through the process of Board and Committee meeting of which they are members in effective manner as per as their expertise in their field and needs of the organization. The suggestions and contributions of the Independent Directors in the working of the Board/Committee were satisfactory and the value addition made by such independent directors individually and as a team is commendable.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The Company has not paid any remuneration to the Directors during the financial year 2022-23 and hence disclosure under this section is not applicable.

However, in respect of Key Managerial Personnel, the disclosure is attached as Annexure IV.

15. AUDITORS:STATUTORY AUDITORS

M/s. GMJ & Co., Chartered Accountants (Firm Registration No.103429W), the Statutory Auditors of the Company, were appointed by the members at the 41^st Annual General Meeting (AGM) to hold such office till conclusion of the 46^th AGM.

The Ministry of Corporate Affairs (MCA), vide its commencement Notification No. SO 1833(E) dated 7^th May, 2018, has notified and amended the relevant provision of the Act relating the requirement of placing the matter relating to ratification of appointment of Statutory Auditors by members at every Annual General Meeting. The said amendment has done away with the requirement of Ratification of appointment of the Statutory Auditors. Therefore, M/s. GMJ & Co., Chartered Accountants will continue to hold office till conclusion of the 46^th AGM and their appointment will not be subject to ratification by the members at every intervening AGM held after 41^st AGM.

MAINTENANCE OF COST RECORDS:

Maintenance of cost records is required as specified by the Central Government under sub-section (1) of section 148 of the Act and accordingly such accounts and records are made and maintained.

COST AUDITORS:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors on recommendation of the Audit Committee, appointed M/s. Raja Datta & Co., Cost Accountants (Firm Registration No. 101555) as the Cost Auditors of the Company for the financial year 2023-24 for the applicable Product.

Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolutions seeking your ratification to the remuneration of the said Cost Auditors is appearing in the Notice convening the 42^nd AGM of the Company.

16. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2023 will be available on the Company’s website on https://www.gtbl.in.

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

The particulars as required under the provisions of Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure V which forms part of this Report.

c. CORPORATE GOVERNANCE:

Report on Corporate Governance and Certificate of Auditors of your Company regarding compliance of the Conditions of Corporate Governance as stipulated in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI Listing Regulations with the Stock Exchanges, are enclosed as a separate section and a part of this report in Annexure VI.

d. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In accordance with Regulation 34(2) of the SEBI Listing Regulations, the inclusion of Business Reporting and Sustainability Report (BRSR) as a part of the Annual Report is mandated for top 1000 listed entities based on the market capitalization. BRSR for the financial year 2022-23 has been prepared in accordance with the format prescribed by SEBI. The summary of the BRSR is appended herewith as Annexure VII to this Report.

17. PREVENTION OF SEXUAL HARASSMENT:

We have zero tolerance for sexual harassment at the workplace and have adopted a Policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of Complaints of Sexual Harassment at the workplace.

During the financial year ended 31^st March, 2023 your Company has not received any complaint related to sexual harassment.

18. SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards, as issued by the Institute of Company Secretaries of India and notified by the Central Government.

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and as on the date of the report.

20. MANAGEMENT DISCUSSION & ANALYSIS:

Cautionary Statement:

The statements in the “Management Discussion and Analysis Report” describe the Company’s objectives, projections, estimates and expectations which may be “forward-looking statements” within the meaning of the applicable laws and regulations. The actual results could differ materially from those expressed or implied, depending upon the economic and climatic conditions, government policies, taxation and other laws and other incidental factors.

Financial Overview:

The financial performance of the Company for the financial year ended 31^st March, 2023, is as follows:

Total revenue from operations stood at ''148.97 Crores for the year ended 31^st March, 2023, as against ''114.85 Crores for the corresponding previous period, an increase of 29.71%.

The cost of raw materials incurred for the financial year ended 31^st March, 2023 was ''29.73 Crores as against ''21.75 Crores for the corresponding previous period.

The EBIDTA (earnings before interest, depreciation and tax, excluding other income) was ''74.22 Crore for the year ended 31^st March, 2023, as against ''58.05 Crore for the corresponding previous period, an increase of 27.86%.

The finance cost for the financial year ended 31^st March, 2023 was ''0.20 Crore as against ''0.83 Crore for the corresponding previous period.

The PAT (profit after tax) was ''57.96 Crores for the year ended 31^st March, 2023, as against ''43.62 Crores for the corresponding previous period, an increase of 32.87%.

Resources and Liquidity:

The cash and cash equivalents at the end of 31^st March, 2023 were ''6.06 Crore. The net debt to equity ratio of the Company stood at 0.0 (zero debt) as on 31^st March, 2023.

Business category wise performance:

The Company operates in one segment i.e. pharmaceuticals. The results of the Company under review depict business growth during the period. The Company is presently manufacturing Rifamycin S, which is an intermediate for manufacturing the drug Rifampicin (an Antibiotic used for the treatment of several types of bacterial infections, including tuberculosis, Mycobacterium avium complex, leprosy, and Legionnaires¹ disease.) and Rifamycin O, which is an intermediate for manufacturing the drug Rifaximin (this is an Antibiotic used for treatment of traveler''s diarrhea, irritable bowel syndrome, and hepatic encephalopathy).

Risks & Concerns:

The business of the Company is exposed to a few risks. Risks, liabilities and losses are part and parcel of any industry and need to be tackled through well forecasted strategies and actions.

Unfavourable Policy Changes

In the past few years, the Government of India has made frequent changes in the drug pricing and other laws impacting the operations of the Company. Further adverse changes in government policies with respect to essential medicines and pricing with respect to the products may impact margins of the Company. The Government policies are creating new risks for domestic market by including new molecules to the price control umbrella and also by issuing ban on various Fixed Dose Combinations.

Credit Risk

To manage its credit exposure, GTBL has determined a credit policy with credit limit requests and approval procedures. The Company does its own research of a counterparty’s financial health and business prospects. Timely and rigorous process is followed up with clients for payments as per schedule. The Company has suitably streamlined the process to develop a focused and aggressive receivables management system to ensure timely collections.

Competition Risk

Like in most other industries, growth opportunities lead to a rise in competition. We face different levels of competition, from domestic as well as Chinese companies. GTBL has created strong differentiators in execution, quality and delivery which make it resilient to competition. Furthermore, the Company continues to invest in R&D and its people to maintain a competitive edge. Stable and long-standing client relationships further help maintain a strong order book and insulate the Company from this risk. We also mitigate this risk with the quality of our infrastructure and specialized fermentation-based methodologies, coupled with prudent financial and human resources management and better control over costs.

Input Cost Risk

Our profitability and cost effectiveness are affected by changes in the prices of raw materials, power and other input costs. OPPORTUNITIES & THREATS:

Opportunities Growth in Pharma Sector

The Indian healthcare and pharmaceuticals sector is one of the fastest growing in the world. India supplies around 20% of the global pharmaceuticals demand in terms of volume.

Generic drugs, over-the-counter medications, bulk drugs, vaccines, contract research & manufacturing, biosimilars, and biologics are some of the major segments of the Indian pharma industry. India has the most number of pharmaceutical manufacturing facilities that are in compliance with the US Food and Drug Administration (USFDA) and has 500 API producers that make for around 8% of the worldwide API market.

Indian pharmaceutical sector supplies over 50% of global demand for various vaccines, 40% of generic demand in the US and 25% of all medicine in the UK. The domestic pharmaceutical industry includes a network of 3,000 drug companies and 10,500 manufacturing units.

The market bounced back to register its strongest-ever double-digit growth in fiscal 2023. Industry sales rose 20.3% year-on-year in February 2023 against a 0.2% year-on-year decline in February 2022, and 2.3% growth in January this year, according to data from the All Indian Origin Chemists and Distributors.

The Indian pharma industry is currently valued at $49 billion and is the third largest in the world. The sector is expected to grow to $130 billion by 2030 as per estimates from Indian Pharmaceutical Alliance (IPA).

Sources: https://www.bqprime.com/business/indian-pharma-market-reports-double-digit-growth-in-february

https://www.business-standard.com/article/companies/indian-pharma-industrv-likelv-to-grow-to-130-bn-bv-2030-savs-

ipa-122091500656 1.html

https://www.ibef.org/industry/pharmaceutical-india

Government Initiatives

Favourable schemes made by the Government of India in the recent past to support and grow the Pharmaceuticals sector bode well for companies operating in this industry.

The Union Budget 2022-23 introduced several new schemes to provide impetus to the pharma and healthcare sector in India:

• ''3,201 crore (US$ 419.2 million) has been set aside for research and '' 83,000 crore (US$ 10.86 billion) has been allocated for the Ministry of Health and Family Welfare

• '' 37,000 crore (US$ 4.83 billion) has been allocated to the ’National Health Mission’

• '' 10,000 crore (US$ 1.28 billion) has been allocated to Pradhan Mantri Swasthya Suraksha Yojana

• The Ministry of AYUSH has been allocated '' 3,050 crore (US$ 399.4 million), up from '' 2,970 crore (US$ 389 million)

Sources: https://www.ibef.org/industry/pharmaceutical-india.aspx

Threats

Threat from Global Competitors

Indian pharma companies will face competition from bigger, global pharma companies, backed by larger financial strength. Generic drugs offer cost-effective alternatives to drugs innovators and significant savings to customers.

Threat from Impact of COVID-19

While the pandemic has spurred demand for specific pharma products in India and globally, the lockdowns to contain the virus can also hamper production and logistics operations to some extent.

Internal control system and adequacy:

The Company ensures the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

The Statutory Auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit Committee of the Board. Other statutory requirements especially, in respect of pharmaceutical business are also vigorously followed in order to have better internal controls over the affairs of the Company.

Outlook:

Medicine spending in India is projected to grow 9-12% over the next five years, leading India to become one of the top 10 countries in terms of medicine spending. Going forward, better growth in domestic sales would also depend on the ability of companies to align their product portfolio towards chronic therapies for diseases such as cardiovascular, anti-diabetes, antidepressants and anti-cancers, which are on the rise.

The Indian Government has taken many steps to reduce costs and bring down healthcare expenses. Factors including ageing population, rise in chronic diseases, and government programmes such as the National Health Protection Scheme (which aims to offer universal healthcare), opening of pharmacies that offer inexpensive generic medications, should all contribute to boost the Indian pharmaceutical industry. Speedy introduction of generic drugs into the market has remained in focus and is expected to benefit Indian pharma companies. In addition, the thrust on rural health programmes, lifesaving drugs and preventive vaccines also augurs well for companies in this sector.

There are very few companies in India which have the expertise in the field of fermentation. Many products manufactured by fermentation are not made in India. The country’s needs are largely met through imports. GTBL is continuously identifying fermentation-based products which have good domestic and export potential. The Company is also investing in R&D for technological developments for new product development.

With such R&D and manufacturing capacities in place, GTBL is in a good position to capitalize on the significant growth opportunities in this sector going forward.

Sources: https://www.ibef.org/industry/pharmaceutical-india

https://www.ibef.org/download/1659942652 Pharmaceuticals-June 2022.pdf

https://www.ibef.org/industry/pharmaceutical-india.aspx

OPERATIONAL OVERVIEW:

The Company constantly reviews its product portfolio and market with the view to sustain its growth. The Company has driven fiscal growth by focusing on the following areas.

a) Industry structure and developments:

The Indian pharmaceutical industry has established a global presence with its competitive prices and high-quality medicines. India is responsible for producing 60% of the world’s vaccines and 20% of generic drugs. Additionally, the country allows 100% foreign direct investment (FDI) in the pharmaceutical sector, making it easier for international businesses to enter the market.

India''s pharmaceutical exports reach over 200 countries worldwide, making it a significant contributor to the global healthcare industry. The country supplies over 50% of Africa''s generic drug demand, approximately 40% of the US''s generic drug demand, and approximately 25% of the UK''s medicine supply. India also plays a significant role in providing vaccines globally, with over 70% of the World Health Organization''s (WHO) vaccines sourced from the country.

Moreover, Indian pharmaceutical companies have made significant contributions to fighting diseases such as AIDS, with over 80% of the antiretroviral drugs used globally being supplied by Indian firms. India''s low-cost medicines of high quality have earned it the title of the "pharmacy of the world". India''s status as the largest provider of generic medicines globally, accounting for 20% of global export in terms of volume, further cements its position as a major player in the global pharmaceutical industry.

Going forward, better growth in domestic sales would also depend on the ability of companies to align their product portfolio towards chronic diseases.

Source: https://www.clearias.com/indian-pharmaceutical-industry/#indian pharmaceutical-industry

b) Government Initiatives for Pharmaceuticals Industry:

Government Support for Indian Pharma Sector

In the year 2022, various programs and initiatives were implemented in the Department of Pharmaceuticals.

Major achievements of the Department this year include schemes like ''Pradhan Mantri Bhartiya Janaushadhi Pariyojana'' to provide quality generic medicines at affordable prices to the poor and underprivileged and PLI scheme to strengthen India''s manufacturing capacity in the pharmaceutical sector by increasing investment and production.

Apart from this, the department also laid special emphasis on promoting domestic manufacturing of medical equipment and strengthening the pharmaceutical industry.

The Pradhan Mantri Bhartiya Janaushadhi Pariyojana (PMBJP) scheme is dedicated to provide generic medicines at affordable prices to the masses. The Product basket of PMBJP comprises 1,759 drugs and 280 surgical products. The target is to enhance the product basket to include 2,000 medicines and 300 surgical products by March 2025 so that all essential medicines covering therapeutic groups, like Anti Diabetics, Cardiovascular Drugs, Anti-Cancer, Analgesics & Antipyretics, Anti Allergic, Gastro Intestinal Agents, Vitamins, Minerals & Food supplements, Tropical Medicines, etc., are provided.

The Strengthening of Pharmaceutical Industry (SPI) scheme would be operational over a period of five years from FY 21-22 to 25-26 and has an outlay of '' 500 cr. The Scheme has 3 components / sub-schemes:

• Assistance to Pharmaceutical Industry for Common Facilities (APICF)

• Pharmaceutical Technology Upgradation Assistance Scheme (PTUAS)

• Pharmaceutical & Medical Devices Promotion and Development Scheme (PMPDS)

Assistance to Pharmaceutical Industry for Common Facilities (APICF), to strengthen the existing pharmaceutical clusters’ capacity for their sustained growth by creating common facilities. Under the sub-scheme, an outlay of ''178 Cr for the scheme period of five years is proposed to support clusters for creation of common facilities with the focus on R&D Labs, Testing Laboratories, Effluent Treatment Plants, Logistic Centers and Training Centers, etc.

Pharmaceutical Technology Upgradation Assistance Scheme (PTUAS), the scheme covers upgradation of all equipment & instruments for operating a Microbiology laboratory including autoclaves, incubators, biosafety cabinets, HVAC systems.

Pharmaceutical & Medical Devices Promotion and Development Scheme (PMPDS), the scheme has an outlay of '' 21.5 Cr that will be leveraged across the period of five years to promote knowledge and awareness about the Pharmaceutical and MedTech and also to facilitate growth and development of Pharmaceutical and Medical Devices Sectors through study/ survey reports, awareness programs, creation of database, and promotion of industry.

Sources: https://pib.gov.in/PressReleseDetail.aspx?PRID=1885753

https://www.investindia.gov.in/team-india-blogs/strengthening-pharmaceutical-industry-spi-scheme-

msmes#:~:text=Department%20of%20Pharmaceuticals%20along%20with.their%20productivitv%2C%20qualitv%20

and%20sustainability

Company’s Strategy

The Company is finding new avenues by expanding its existing production capacity.

As part of its growth strategy, the Company is investing in new product development through R&D and will subsequently expand capacity. The top line and profitability of the Company have continued to sustain over the last year. The Company is fully aware of its capabilities and strengths and is going ahead with hand holding strategy with Pharmaceutical majors.

c) Segment-wise or product-wise performance:

The Company operates in single segment i.e., pharmaceuticals. The results of the Company under review depict business growth during the period.

d) Discussion on financial performance with respect to operational Performance:

The operational performance during the year under review has grown year-on-year. The Company de-coupled with its South-Korean partner, Yuhan Corporation.

The Profit after Tax increased by 32.88% compared to previous year. The Company has generated profit during the year under review as well as in the previous year.

e) Material developments in Human Resources/Industrial Relations front, including number of people employed:

The core of the Human Resource philosophy at Gujarat Themis Biosyn Ltd. is empowering human resources towards achievement of company aspirations. Your Company has a diverse mix of youth and experience which nurtures the business. As on 31^st March 2023 the total employee strength was 109

f) Details of significant changes in key financial ratios (i.e. change of 25% or more as compared to the immediately previous financial year):

	Sr.No	Particulars	2022-23		2021-22
	1.	Debtors Turnover ( in days)		52.71 days		63.29 days
	2.	Inventory Turnover (in days)		32.13 days		28.06 days
	3.	Interest Coverage Ratio		399.73:1		75.01:1
	4.	Current Ratio		3.98:1		4.57:1
	5.	Debt Equity Ratio		-		-
	6.	Operating Profit Margin (%)		52.13%		52.12%
	7.	Net Profit Margin (%)		38.91%		37.98%
(g)	Details of any change in Return on Net Worth as compared to the immediately previous financial year along
with a detailed explanation thereof.
	Financial year			2022-23		2021-22
	Return on net worth (%)			38.87%		42.22%

The Return on net worth decreased during the year 2022-23 as compared to previous year 2021-22 but increase in the profit from ''4362.42 Lakhs in 2021-22 to '' 5796.88 Lakhs in year 2022-23.

22. ACKNOWLEDGEMENT:

Your Directors have pleasure to place on record their sincere appreciation for the continued co-operation and support extended to the Company by Union Bank of India, all the Employees, Indian promoters, various other Government authorities and of course, shareholders.

---

Mar 31, 2018

The Directors have pleasure in presenting herewith the 37^th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31^st March, 2018.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Company''s performance during the year ended 31^st March, 2018 as compared to the previous financial year, is summarized below:

(Rs. in Lakhs)

Particular	For the financial year ended 31st March, 2018	For the financial year ended 31st March, 2017
Income	3,896.50	3,605.63
Less: Expenses	3,412.68	3,117.14
Profit/ (Loss) before tax	483.82	488.49
Current Tax	102.99	45.44
Deferred tax	-5.89	5.30
Profit after Tax	386.72	437.75

b. OPERATIONS:

Your Company''s performance during the year in terms of Turnover was better than the previous year, as the Company is doing Job Work for other Pharma Company with fixed contracted price. However, the Net Profit after Tax reduced by 11.66% compared to previous year. The production capacity was utilized to the maximum level during both the years. Your Company has generated profit during the year under review as well as in the previous year.

Your Company''s major operations were from Job Work. During the period conversion charges recorded at Rs. 3680.85 Lacs (previous year Rs. 3442.3.9 Lacs). The operating Profit for the year is Rs. 623.93 Lacs as compared to operating Profit of Rs. 604.82 Lacs for the previous year. The Net Profit recorded by the Company for the year is Rs. 389.93 Lacs as compared to net profit of Rs. 437.24 Lacs in the previous year.

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and as on the date of the report which affect the Balance Sheet.

c. BIFR

In view of Company''s net worth turning positive during the financial year 2015-16, the Company had filed a miscellaneous application before the Honorable Board for Industrial and Financial Reconstruction (BIFR) on February 5, 2016 for deregistration of the Company from BIFR under Sick Industrial Companies Act, 1985 (SICA). The Company has been legally advised that the requirement of deregistration was under SICA and since SICA has been repealed, the application technically becomes infructuous and the very fact that Company''s net worth has become positive, no further action is required to be taken.

Your Company''s performance for the year was far exceeding the Scheme approved by the BIFR order dated 12^th January, 2012.

d. SUBSIDIARIES

The Company does not have any subsidiary.

e. ASSOCIATES

The Company has no associate Company.

f. DIVIDEND:

With a view to conserve the resources, your Directors have not recommended any dividend for the financial year under consideration.

g. TRANSFER TO RESERVES:

Your Board has not recommended transfer of any amount of profit to reserves during the year under review.

h. REVISION OF FINANCIAL STATEMENT:

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

i. FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 (the Act) and the Companies (Acceptance of Deposits) Rules, 2014.

2. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

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

3. STATEMENT ON DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

The Board has received declaration from the Independent Directors under section 149(6) of the Companies Act, 2013 that they are not otherwise disqualified to be Independent Directors. The Board further States that all the Independent Directors are persons of integrity and possesses relevant expertise and experience to discharge their duties and roles as Independent Directors of the Company.

4. STATEMENT UNDER SECTION 178

Your Company has Constituted Nomination and Remuneration Committee as well as Stakeholders Relationship Committee as contemplated under section 178(1) of the Companies Act, 2013. The Nomination and Remuneration Committee consider that the Qualifications, Experience and positive attributes of the Directors on the Board of the Company are sufficient enough to discharge their duties as such.

During the financial year 2017-18, the Company has paid sitting fees only to the Independent Directors for attending Board and Audit Committee meetings.

Nomination and Remuneration Policy as formulated under Section 178(3) of the Companies Act, 2013 is annexed as "Annexure I" and forms part of this Report.

5. BOARD’S EXPLANATION ON AUDITORS’ REPORTS:

I. Explanation On Statutory Auditors’ Report

Observations of Statutory Auditors on Accounts for the year ended 31^st March, 2018: There are following qualifications made by the Statutory Auditors in respect of financial statement as on and for the year ended 31^st March, 2018.

Point No. 1: Regarding confirmation of balances

The Company does not foresee any major impact on the accounts of the Company due to non receipt of balance confirmation from the parties as stated in the auditor''s report

Point No. 2: Determination and identification of significant components of fixed assets

The Company is in the process of determining and identifying significant components of fixed assets as prescribed under the provisions of para 4(a) under the heading Notes after Part C in Schedule II of the Companies Act, 2013. The management expects that this would not have a material impact on depreciation for the quarter and year ended March 31, 2018.

II. Explanation On Secretarial Auditors’ Report

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates the Company to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. KRS & Co., Practicing Company Secretaries were appointed to conduct Secretarial Audit and issue Report for the financial year 2017-18.

Secretarial Audit Report issued by M/s. KRS & Co., Practicing Company Secretaries in Form MR-3 for the financial year 2017-18 forms part of this report. The report of the secretarial Auditor is annexed to this report as Annexure II. The report does not contain any qualification.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loans or given guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company are given in the notes to the financial statements.

7. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The Company in the ordinary course of its business, enters into transactions for purchase and sale of goods, materials & services, other obligations from ''Related Parties'' within the meaning of Section 2(76) of the Act and Regulation 23 of the SEBI (LODR), Regulations, 2015.

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm''s length basis and in the ordinary course of business. All related party transactions were placed for the approval before the Audit Committee / Board / Shareholders wherever necessary in compliance with the provisions of the Act and Listing Regulations. The disclosure of particulars of contracts/arrangements entered into by the company with related parties for the financial year 2017-18 in Form No. AOC-2 is given as Annexure III.

The details of the transactions with related parties are also provided in the accompanying financial statements.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board has been adopted by the Company and uploaded on the Company''s website at the link: http://www.gtbl.in/wp-content/uploads/2015/08/Related-Party-Policy.pdf

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

9. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the financial year 2017-18 no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

10. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information is provided as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

11. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

12. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information is provided as per provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

13. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

The provisions of Section 67(3) as well as discloser under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable.

14. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD OF DIRECTORS

During the year under review, following changes took place in the Board Composition:

Mr. Vikas P. Tarekar, Company Secretary & Compliance Officer ceased to be associated with the Company on account of his resignation with effect from close of office hours on 12^th June, 2017.

Mr. Abhishek D. Buddhadev was appointed as the Company Secretary & Compliance Officer of the Company w.e.f 8^th August, 2017. Upon such appointment, Mr. Abhishek D. Buddhadev is the Key Managerial Personnel pursuant to the provisions of Section 203 of the Companies Act, 2013 and also the Compliance Officer of the Company under Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Abhishek D. Buddhadev, is Qualified Company Secretary with experience of 5 years in Company Secretarial functions.

Mr. Tapas B. Guhathakurata resigned as Chief Executive Officer (CEO) of the Company with effect from 12^th December, 2017.

Mr. Jagdish G. Kaujalgi was appointed as Chief Executive Officer of the Company w.e.f 9^th May, 2018. Upon such appointment, Mr. Jagdish G. Kaujalgi is the Key Managerial Personnel pursuant to the provisions of Section 203 of the Companies Act, 2013. Mr Jagadisn G. Kaujalgi is a Diploma Mechanical Engineer & having an experience of more than two and half decade in Equipment maintenance and Project in Chemical plant.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. S S Lee, (DIN: 01933988), Director of the Company, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The Board recommends to the members the re-appointment of Mr. S S Lee, (DIN: 01933988) as Director in the ensuing Annual General Meeting of the Company.

Necessary resolution for the appointment/reappointment of the aforesaid Directors is included in the Notice convening the ensuing AGM.

BOARD MEETINGS:

The Board of Directors met Five (5) times during the financial year ended 31^st March, 2018 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

The Meetings of the Board of Directors are held at regular intervals of not more than four months in Mumbai or at other places in India as per the convenience of the Directors. These are generally scheduled well in advance. The Board meets at least once a Quarter to review the Performance and Financial Results of the Company. All the major decisions are taken at the Board meeting wherein directors are provided with all material information. The Senior Executives of the Company are invited to attend the Board meeting and provide clarifications as and when required.

DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2018, the Board of Directors hereby confirms that:

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

ii) such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the Company for that year;

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

iv) the annual accounts of the Company have been prepared on a going concern basis;

v) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

COMMITTEES OF THE BOARD OF DIRECTORS

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board as on 31^st March, 2018:

i. Audit Committee

ii. Stakeholders Relationship Committee

iii. Nomination and Remuneration Committee

The details with respect to the aforesaid Committees forms part of the Corporate Governance Report.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The said Policy is available on the website of the Company at http://www.gtbl.in/wp-content/uploads/2015/08/Vigil-Mechanism.pdf

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

RISK MANAGEMENT:

We have an integrated approach to managing risks inherent in various aspect of our business.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has not constituted the Corporate Social Responsibility (CSR) Committee as the Company is not crossing thresh hold limit for CSR spending.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Provision of the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Board at its meeting held on 5^th February, 2018 has carried out an annual evaluation of its own performance, Committees and Individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board and Committees was evaluated by the Board with the help of inputs received from all the Directors and the Committee members on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like ability to contribute and monitor our corporate governance practices, meaningful and constructive contribution in the issues discussed in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views other Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the independent director being evaluated.

The Board was overall of the opinion that the Independent Directors have contributed through the process of Board and Committee meeting of which they are members in effective manner as per their expertise in their field and needs of the organization. The suggestions and contributions of the Independent Directors in the working of the Board/Committee were satisfactory and the value addition made by such Independent Directors individually and as a team is commendable.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The Company has not paid any remuneration to the Directors during the financial year 2017-18 and hence disclosure under this section is not applicable.

However, in respect of Key Managerial Personnel the disclosure is attached as Annexure IV.

15. APPOINTMENT OF AUDITORS:

STATUTORY AUDITORS

M/s. GMJ & Co., Chartered Accountants (Firm Registration No.103429W), the Statutory Auditors of the Company, were appointed by the members at the 36^th Annual General Meeting (AGM) to hold such office till conclusion of the 41^st AGM subject to ratification of their appointment by the members at every intervening AGM held after 36^th AGM.

The Ministry of Corporate Affairs (MCA), vide its commencement Notification No. SO 1833(E) dated 7th May, 2018, has notified and amended the relevant provision of the Companies Act, 2013 relating the requirement of placing the matter relating to ratification of appointment of Statutory Auditors by members at every Annual General Meeting. The said amendment has done away with the requirement of ratification of appointment of the Statutory Auditors. Therefore, M/s. GMJ & Co., Chartered Accountants will continue to hold office till conclusion of the 41^st AGM and their appointment will not be subject to ratification by the members at every intervening AGM held after 36^th AGM.

COST AUDITORS

As the Company is carrying on Job Work activity, as per the opinion taken on the provisions of Section 148 of the Companies Act, 2013, Cost Audit does not apply to the Company.

16. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure V which forms part of this Report.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure VI which forms part of this Report.

c. CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of Auditors of your Company regarding compliance of the Conditions of Corporate Governance as stipulated in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, are enclosed as a separate section and a part of this report in Annexure VII.

d. PREVENTION OF SEXUAL HARASSMENT:

During the financial year ended 31^st March, 2018 your Company has not received any complaint related to sexual harassment.

17. MANAGEMENT DISCUSSION & ANALYSIS:

Operational Overview:

Your Company constantly reviews its product market portfolio with the view to sustain its growth. The Company has driven fiscal growth by focusing on the following areas.

(a) Industry structure and developments:

During the year under review, the pharmaceutical industry in India which was experiencing double digit growth was impacted to some extent due to demonetisation and implementation of Goods and Services (GST) Tax Act.

However, it is expected that the Industry will continue to grow going forward.

In line with the National Health Policy, the Government of India has issued a draft Pharmaceutical Policy and sought opinions from various stakeholders. The draft policy aims to streamline the systems of manufacturing and marketing of pharmaceuticals/medicines to achieve the primary goals of the Health Policy to provide affordable health care to all. The Industry continued to face challenges due to imposition of price controls and bringing many products under the ambit of National List of Essential Medicines.

The Industry consisting of Indian and foreign players is witnessing increased spends on R&D initiatives focusing on expanding traditional generic portfolios.

(b) Opportunities and Threats:

The pharma business related with basic human needs and introduction of innovative and cost effective medicines enjoys maximum opportunities in a densely populated country like India.

Availability of sub-standards and substitute products in the market, fierce competition are major threats to the business stability for a small size Company like ours. However, the management is taking all necessary steps and continuously adopting the strategy not only to stand in the market but to perform impressively under the current scenario.

Indian pharma companies will face competition from big pharma companies, backed by huge financial muscle. Generic drugs offer a cost effective alternative to drugs innovators and significant savings to customers.

(c) Segment-wise or product-wise performance:

The Company operate in single segment i.e. pharmaceuticals. The results of the Company under review depict business growth during the period.

(d) Outlook:

Your Company is fully aware of its capabilities and strengths and is going ahead with hand holding strategy with Pharmaceutical majors. This strategy has paid well in the recent past. The Company is also finding new avenues by expanding its existing production capacity.

(e) Risks and concerns:

The business of your Company is also exposed to few risks. Your Company is subject to various laws including drug pricing and other laws impacting the operations of the Company.

Risks, liabilities and losses are part and parcel of any industry and need to be tackled through well forecasted strategies and actions.

(f) Internal control systems and their adequacy:

The Company ensures the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board. Other statutory requirements especially, in respect of pharmaceutical business are also vigorously followed in order to have better internal controls over the affairs of the Company.

(g) Discussion on financial performance with respect to operational performance:

Your Company''s performance during the year in terms of Turnover was better than the previous year. The Operating profit during the year was marginally better than previous year. However, Net Profit After Tax during the year under review was reduced by 11.66%. The financial performance is expected due to better margins, control over the cost.

(h) Material developments in Human Resources/Industrial Relations front, including number of people employed:

The core of the Human Resource philosophy at Gujarat Themis is empowering human resources towards achievement of company aspirations. Your Company has a diverse mix of youth and experience which nurtures the business. As on March 31, 2018 the total employee strength was 95.

18. ACKNOWLEDGMENT

Your Directors have pleasure to place on record their sincere appreciation for the continued co-operation and support extended to the Company by Union Bank of India, all the Employees, Yuhan Corporation, Indian promoters, Dept. of Chemical & Petrochemical and various other Government authorities.

For and on behalf of the Board of Directors

Sd/-

Place : Mumbai Dr. Dinesh S Patel

Date : 9^th May, 2018 Chairman

DIN:00033273

---

Mar 31, 2016

The Members,

Gujarat Themis Biosyn Limited

The Directors have pleasure in presenting herewith the 35^th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31^st March, 2016.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Company''s performance during the year ended 31^st March, 2016 as compared to the previous financial year, is summarized below:

('' in Lakhs)

PARTICULARS	Year ended 31.03.2016	Year ended 31.03.2015
Revenue from Operation	3262.47	3144.02
Operating Profit / (Loss)	605.45	629.14
Other Income	17.00	8.88
Finance Cost	(37.75)	(38.72)
Profit / (Loss) before depreciation, prior period adjustments & tax	584.70	599.29
Depreciation and amortization expenses	(119.87)	(137.54)
Prior period adjustment	(1.90)	(2.35)
Profit after depreciation, exceptional item and prior period adjustments	462.93	459.41
Net Profit after tax	462.93	459.41
Impact on depreciation pursuant to transitional provision in Schedule II	-	(3.95)
Surplus/(Deficit) brought forward	(1037.05)	(1492.51)
Surplus / (Deficit) carried forward to Balance Sheet	(574.12)	(1037.05)

b. OPERATIONS:

Your Company''s performance during the year was marginally better than the previous year, as the Company is doing Job Work for other Pharma Company with fixed contracted price. The production capacity was utilized to the maximum level during both the years. Your Company has generated profit during the year under review as well as in the previous year.

Your Company''s major operations were from Job Work. During the period conversion charges recorded at Rs, 3262.47 Lacs (previous year Rs, 3144.02 Lacs). The operating Profit for the year is Rs, 605.45 Lacs as compared to operating Profit of Rs, 629.14 Lacs for the previous year. The Net Profit recorded by the Company for the year is Rs, 462.93 Lacs as compared to net profit of Rs, 459.41 Lacs in the previous year.

The Company proposes to carry the profit after tax of Rs, 462.93 Lacs for adjustment against brought forward loses.

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and as on the date of the report which affect the Balance Sheet.

c. BIFR

During the year Company''s net worth turned positive and the Company has filed a petition to the Hon''ble BIFR for de-registration of the Company under Sick Industrial Companies (Special Provisions) Act, 1985.

Your Company performance for the year was far exceeding the Scheme approved by the BIFR order dated 12^th January, 2012.

d. SUBSIDIARIES

The Company does not have any subsidiary.

e. ASSOCIATES

The Company has no associate Company.

f. DIVIDEND:

In view of carried forward losses, your Directors do not recommend any dividend for the year under consideration.

g. TRANSFER TO RESERVES:

Due to Carry forward losses, your Board has not recommended transfer of any amount of profit to reserves during the year under review.

h. REVISION OF FINANCIAL STATEMENT:

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

i. FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 (the Act) and the Companies (Acceptance of Deposits) Rules, 2014.

2. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

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

3. STATEMENT ON DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

The Board has received declaration from the Independent Directors under section 149(6) of the Companies Act, 2013 that they are not otherwise disqualified to be Independent Directors. The Board further States that all the Independent Directors are persons of integrity and possesses relevant expertise and experience to discharge their duties and roles as Independent Directors of the Company.

4. STATEMENT UNDER SECTION 178

Your Company had Constituted Nomination and Remuneration Committee as well as Stakeholder Relation Committee as contemplated under section 178(1) of the Companies Act, 2013. The Nomination and Remuneration Committee consider that the Qualifications, Experience and positive attributes of the Directors on the Board of the Company are sufficient enough to discharge their duties as such.

During the financial year 2015-16, the Company has paid sitting fees to the Independent Directors only for attending Board and Audit Committee meetings.

5. BOARD’S EXPLANATION ON AUDITORS’ REPORTS:

I. Explanation on Statutory Auditors’ Report

Observations of Statutory Auditors on Accounts for the year ended 31^st March, 2016: There are following qualifications made by the Statutory Auditors in respect of financial statement as on and for the year ended 31^st March, 2016.

Point No. 1: Determination and identification of significant components of fixed assets

The Company is in the process of determining and identifying significant components of fixed assets as prescribed under the provisions of para 4(a) under the heading Notes after Part C in Schedule II of the Companies Act, 2013. The management expects that this would not have a material impact on depreciation for the quarter and year ended March 31, 2016.

Point No. 2: Regarding confirmation of balances

The Company does not foresee any major impact on the accounts of the Company due to non receipt of balance confirmation from the parties as stated in the auditor''s report

II. Explanation on Secretarial Auditors’ Report

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. H. V. Gor & Co, Company Secretaries had been appointed to conduct Secretarial Audit and issue Report for the financial year 2015-16.

Secretarial Audit Report issued by M/s. H. V. Gor & Co, Company Secretaries in Form MR-3 for the financial year 2015-16 forms part to this report.

In respect of the observations made by in the Secretarial Audit report. Following are the explanations and comments offered by the Board.

1. As per the Factories Act, 1948 and the Rules made there under, though Safety Audit was carried out at the Company''s Vapi Plant, necessary corrective measures were not taken up.

- The concerns about sufficient safety measure as per the report are under implementation in respect of Vapi factory.

2. The Company''s Vapi Unit engages Contract Labour, however as informed to me the necessary annual compliances will be done during the current year.

- The above observation is self explanatory.

3. Redressal Mechanism under The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 is not set up at the Company''s Vapi Unit.

- The Company is taking corrective action in respect of implementation of the redressal mechanism.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loans or given guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company are given in the notes to the financial statements.

7. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The details of transactions/contracts/arrangements entered by the Company with related parties as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in annual report.

All Related Party Transactions that were entered into during the financial year were at arm''s length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee and the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the Listing Agreement.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions.

The Company in the ordinary course of its business, enters into transactions for purchase and sale of goods, materials & services, other obligations from ''Related Parties'' within the meaning of Section 2(76) of the Act and Regulation 23 of the SEBI (LODR), Regulations, 2015.

Thus, in terms of Regulation 23(4) of the SEBI (LODR), Regulations, 2015, these transactions do not require approval of the members by way of an Ordinary Resolution. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board has been adopted by the Company and uploaded on the Company''s website at the link: http://www.gtbl.in/investors/policyonRelatedPartyTransactions . The details of the transactions with related parties are provided in the accompanying financial statements.

The disclosure of particulars of contracts/arrangements entered into by the company with related parties for the financial year 2015-16 is given as Annexure II in Form No. AOC-2.

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

9. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the financial year 2015-16 no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

10. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information is provided as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

11. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

12. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information is provided as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

13. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

14. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Dr. Sachin D. Patel (DIN: 00033353) & Mr. J.H. Choi (DIN: 01933775) Directors of the Company will retire by rotation at the forthcoming Annual General Meeting who being eligible, offer themselves for re-appointment. The Board recommends to the members the re-appointment of Dr. Sachin D. Patel & Mr. J.H. Choi as Director liable to retirement by rotation.

BOARD MEETINGS:

The Board of Directors met Six times during the financial year ended 31^st March 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

The Meetings of the Board of Directors are held at regular intervals of not more than 120 days in Mumbai or at other places in India as per the convenience of the Directors. These are generally scheduled well in advance. The Board meets at least once a Quarter to review the Performance and Financial Results of the Company. All the major decisions are taken at the Board meeting wherein directors are provided with all material information. The Senior Executives of the Company are invited to attend the Board meeting and provide clarifications as and when required.

Details of Directors seeking appointment / re-appointment in the 35^th Annual General Meeting, in pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) 2015.

Name of the Director	Dr. Sachin D. Patel	Mr. Jae Hyok Choi
Date of Birth	18/01/1975	18/04/1958
Date of appointment	25/10/2008	10/06/2003
Expertise in specific functional areas	Business Development	Planning & Co-ordination, Overseas Business
Qualifications	PH.D. CChem., University of Cambridge. (U.K.)	M.B.A
Shareholding of non-executive directors	7100	NA

DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for

the year ended 31^st March, 2016, the Board of Directors hereby confirms that:

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

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

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

iv) the annual accounts of the Company have been prepared on a going concern basis;

v) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The Nomination and Remuneration Committee consists of Mr. Vijay Agarwal Chairman, Ms. Dharmishta N. Raval and Dr. Sachin D. Patel as the Members of the Committee.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment and payment of remuneration to the Directors of the Company are of Minimum Qualification, Positive Attributes, Independence & Experience.

AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of four directors and majority of the committee members are Independent directors.

Mr. Vijay Agarwal - Chairman

Ms. Dharmishta N Raval - Member

Mr. Siddharth Y. Kusumgar - Member

Dr. Sachin D. Patel - Member

The scope and terms of reference of the Audit Committee is in accordance with the Act and the Listing Agreement entered into with the Stock Exchange.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholders Relationship Committee under the provisions of Section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee comprises of Dr. Sachin D. Patel, Dr. Dinesh S. Patel and Mr. Vijay Agarwal.

Dr. Sachin D Patel is the Chairman of the Stakeholders'' Relationship Committee. The Company Secretary acts as the Secretary of the Stakeholders'' Relationship Committee.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The said Policy is available on the website of the Company at http://www.gtbl.in.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

RISK MANAGEMENT POLICY:

We have an integrated approach to managing risks inherent in various aspect of our business.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has not constituted the Corporate Social Responsibility (CSR) Committee as the Company is not crossing thresh hold limit for CSR spending.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Provision of the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Board at its meeting held on 10^th February, 2016 has carried out an annual evaluation of its own performance, Committees and Individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under SEBI (LODR), Regulations 2015.

The performance of the Board and Committees was evaluated by the Board with the help of inputs received from all the Directors and the Committee members on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like ability to contribute and monitor our corporate governance practices, meaningful and constructive contribution in the issues discussed in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views other non-executive directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board was overall of the opinion that the Independent Directors have contributed through the process of Board and Committee meeting of which they are members in effective manner as per as their expertise in their field and needs of the organization. The suggestions and contributions of the independent directors in the working of the Board\Committee were satisfactory and the value addition made by such independent directors individually and as a team is commendable.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The Company has not paid any remuneration to the Directors during the financial year 2015-16 and hence disclosure under this section is not applicable.

However, in respect of Key Managerial Personnel the disclosure is attached as Annexure III.

PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

The Company does not have any holding / subsidiary company nor any remuneration / commission paid to the Directors.

15. APPOINTMENT OF AUDITORS: STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Khandelwal Jain & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office up to the conclusion of the ensuing Annual General Meeting. The consent of the Auditors along with certificate under Section 139 of the Act has been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The Board recommends the appointment of Khandelwal Jain & Co., Chartered Accountants as the Statutory Auditors of the Company.

Necessary resolution for reappointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

COST AUDITORS

As the Company is carrying on Job Work activity, as per the opinion taken on the provisions of Section 148 of the Companies Act, 2013, Cost Audit does not apply to the Company.

16. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March 2016 made under the provisions of Section 92(3) of the Act is attached as Annexure IV which forms part of this Report.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure V which forms part of this Report.

c. CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of Auditors of your Company regarding compliance of the Conditions of Corporate Governance as stipulated in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI (LODR) Regulations, 2015, are enclosed as a separate section and a part of this report in Annexure VI.

d. PREVENTION OF SEXUAL HARASSMENT:

During the financial year ended 31^st March, 2016 your Company has not received any complaint related to sexual harassment.

17. MANAGEMENT DISCUSSION & ANALYSIS:

Operational Overview:

Your Company constantly reviews its product market portfolio with the view to sustain its growth. The Company has driven fiscal growth by focusing on the following areas.

(a) Industry structure and developments:

The pharmaceutical market in the year 2015 grew at 1.1 % and India accounts for about 2.4% of the global pharmaceutical industry and is expected to expand at a rate of approx 15 % by 2020. The growth is primarily driven by US, China, UK and India.

(b) Opportunities and Threats:

The pharma business related with basic human needs and introduction of innovative and cost effective medicines enjoys maximum opportunities in a densely populated country like India.

Availability of sub-standards and substitute products in the market, fierce competition are major threats to the business stability for a small size Company like ours. However, the management is taking all necessary steps and continuously adopting the strategy not only to stand in the market but to perform impressively under the current scenario.

(c) Segment-wise or product-wise performance:

The Company operate in single segment i.e. pharmaceuticals. The results of the Company under review depict business growth during the period.

(d) Outlook:

Your Company is fully aware of its capabilities and strengths and is going ahead with hand holding strategy with Pharmaceutical majors. This strategy has paid well in the recent past. The Company is also finding new avenues by expanding its existing production capacity.

(e) Risks and concerns:

Risks, liabilities and losses are part and parcel of any industry and need to be tackled through well forecasted strategies and actions.

(f) Internal control systems and their adequacy:

The Company ensures the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board. Other statutory requirements especially, in respect of pharmaceutical business are also vigorously followed in order to have better internal controls over the affairs of the Company.

(g) Discussion on financial performance with respect to operational performance:

The operational performance during the year under review was one of the best in recent past. The financial performance is getting improved due to better production output as well as reduction of interest. However, much needs to be done in this area as past losses burden is still impacting the financial performance of the Company.

(h) Material developments in Human Resources / Industrial Relations front, including number of people employed:

The core of the Human Resource philosophy at Gujarat Themis is empowering human resources towards achievement of company aspirations. Your Company has a diverse mix of youth and experience which nurtures the business. As on March 31, 2016 the total employee strength was 1126.

18. ACKNOWLEDGMENT

Your Directors have pleasure to place on record their sincere appreciation for the continued co-operation and support extended to the Company by Union Bank of India, all the Employees, Yuhan Corporation, Indian promoters, Dept. of Chemical & Petrochemical and various other Government authorities.

For and on behalf of the Board of Directors

SD/-

Place : Mumbai Dr. Dinesh S Patel

Date : 11/05/2016 Chairman

DIN: 00033273

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting herewith the 34th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2015.

FINANCIAL RESULTS:

The Company's performance during the year ended 31st March, 2015 as compared to the previous financial year, is summarized below:

(Rs. in Lakhs)

PARTICULARS Year ended Year ended 31.03.2015 31.03.2014

Revenue from Operation 3144.02 3023.03

Operating Profit / (Loss) 629.14 652.27

Other Income 8.88 16.01

Finance Cost (38.72) (71.48)

Profit / (Loss) before depreciation, prior period adjustments & tax 599.29 596.80

Depreciation and amortization expenses (137.54) (146.25)

Prior period adjustment (2.35) 2.04

Profit after depreciation, exceptional item and prior period adjustments 459.41 452.59

Net Profit after tax 459.41 452.59

Impact on depreciation pursuant to transitional provision in Schedule II (3.95) -

Surplus/(Deficit) brought forward (1492.51) (1945.11)

Surplus / (Deficit) carried forward to Balance Sheet (1037.05) (1492.51

OPERATIONS:

Your Company's performance during the year was marginally better than the previous year, as the Company is doing Job Work for other Pharma Company with fixed contracted price. The production capacity was utilized to the maximum level during the both years. Your Company has generated cash profit during the year under review as well as in the previous year.

Your Company's major operations were from Job Work. During the period conversion charges recorded at Rs.3144.02 Lacs (previous year Rs.3023.03 Lacs). The operating Profit for the year is Rs.629.14 Lacs as compared to operating Profit of Rs. 652.27 Lacs for the previous year. The Net Profit recorded by the Company for the year is Rs.459.41 Lacs as compared to net profit of Rs. 452.59 Lacs in the previous year.

The Company proposes to carry the profit after tax of Rs. 459.41 Lacs for adjustment brought forward loses.

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and as on the date of the report which affect the Balance Sheet.

BIFR

Your Company was referred to BIFR under Sick Industrial Companies (Special Provisions) Act, 1985 on 2nd June, 2008 and Registered under Case No. 67/2007. The Scheme of Rehabilitation was approved by BIFR on 12th January, 2012.

During the year, one of the promoters Pharmaceutical Business Group (India) Ltd. has offloaded 1423000 equity shares (9.79%) of Rs.5/- each fully paid up to public on 7th August, 2014 by way of offer for sale through Stock Exchange Mechanism. As a result, the Company has achieved minimum public shareholding of 25% in compliance with BIFR and SEBI orders.

Your Company has complied with all the requirements as per BIFR order and the performance of the Company is in line with the Scheme approved by the BIFR order dated 12th January, 2012.

Barring unforeseen circumstances, your Company expects positive net worth of the Company during the Financial year 2015-16 much before the period envisaged for positive net worth under Scheme approved by the BIFR.

SUBSIDIARIES

The Company does not have any subsidiary.

ASSOCIATES

The Company has two Associate Companies namely Themis Medicare Ltd., & Pharmaceutical Business Group (India) Ltd. The details of Associate Companies are given in Annexure I.

DIVIDEND:

In view of carry forward losses, your Directors do not recommend any dividend for the year under consideration.

TRANSFER TO RESERVES:

Due to Carry forward losses, your Board has not recommended transfer of any amount of profit to reserves during the year under review. REVISION OF FINANCIAL STATEMENT:

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

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 (the Act) and the Companies (Acceptance of Deposits) Rules, 2014.

DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

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

STATEMENT ON DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

The Board has received declaration from the Independent Directors under section 149(6) of the Companies Act, 2013 that they are not otherwise disqualified to be Independent Directors. The Board further States that all the Independent Directors are persons of integrity and possesses relevant expertise and experience to discharge their duties and roles as Independent Directors of the Company.

STATEMENT UNDER SECTION 178

Your Company had Constituted Nomination and Remuneration Committee as well as Stakeholder Relation Committee as contemplated under section 178(1) of the Companies Act, 2013. The Nomination and Remuneration Committee consider that the Qualifications, Experience and positive attributes of the Directors on the Board of the Company are sufficient enough to discharge their duties as such.

During the financial year 2014-15, the Company has neither paid sitting fees nor paid any remuneration & commission to Board Members.

BOARD'S EXPLANATION ON AUDITORS' REPORTS:

I. Explanation On Statutory Auditors' Report

Observations of Statutory Auditors on Accounts for the year ended 31st March 2015: There are following qualifications, reservations or adverse remark or disclaimer made by the Statutory Auditors in respect of financial statement as on and for the year ended 31st March, 2015.

Following are the explanations for the Statutory Auditor's remarks in the Audit report.

Point No.1 Regarding preparation of financial statement on going concern basis

The Company has made profit in the current and previous financial years. In the opinion of the Board there is no doubt about the Company's ability to continue as a going concern, hence these accounts are prepared on a going concern basis.

Point No.2 Regarding confirmation of balances

The Company does not foresee any major impact on the accounts of the Company due to non receipt of balance confirmation from the parties as stated in the auditor's report.

II. Explanation On Secretarial Auditors' Report

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Secretarial Audit Report for the financial year 2014-15 is given in Annexure II.

In respect of the observations made in the Secretarial Audit Report. Following are the explanations and comments offered by the Board.

Point No.1 Regarding non filing of certain forms with Registrar of Companies in respect of appointment of CS/CEO and Resignation of CEO.

The non filings of the certain forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the Company would ensure in future that all the provisions are complied with the fullest extent.

Point No.2 Regarding delay in appointing CFO & Independent Director.

The Company was searching-out the right candidates for the above and has already made such appointments after locating the right candidates.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company are given in the notes to the financial statements.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The details of transactions/contracts/arrangements entered by the Company with related parties as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in annual report.

All Related Party Transactions that were entered into during the financial year were at arm's length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee and the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the Listing Agreement.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions.

The Company in the ordinary course of its business, enters into transactions for purchase and sale of goods, materials & services, other obligations from 'Related Parties' within the meaning Section 2(76) of the Act and Clause 49(VII) of the Listing Agreement.

The current and the future transactions are/will not be deemed to be 'material' in nature as defined in the Act & Clause 49(VII) of the Listing Agreement as they do not exceed 10 per cent of the annual turnover of the Company based on future business projections.

Thus, in terms of Clause 49(VII)(E) of the Listing Agreement, these transactions do not require approval of the members by way of a Special Resolution. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board has been adopted by the Company and uploaded on the Company's website at the link: http://www.gtbl.in/investors/ policy on Related Party Transactions. The details of the transactions with related parties are provided in the accompanying financial statements.

The disclosure of particulars of contracts/arrangements entered into by the company with related parties for the financial year 2014- l5 is given as Annexure III in Form No. AOC 2.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the financial year 2014-15 no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information is provided as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information is provided as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD OF DIRECTORS

a) In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Dr. Dinesh S Patel (DIN: 00033273) & Mr. S.S. Lee (DIN: 01933988) Directors of the Company will retire by rotation at the forthcoming Annual General Meeting who being eligible, offers themselves for re-appointment. The Board recommends to the members the re-appointment of Dr. Dinesh S Patel and Mr. S.S. Lee as a Director liable to retirement by rotation.

b) Ms. Dharmishta N Raval (DIN: 02792246) is a Independent Director of the Company from 30th October, 2009, whose tenure of office was liable to be determined by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. However, as per requirements of provisions of the Companies Act, 2013 and rules made there under, the Independent Directors are not liable to retire by rotation and are required to be appointed by Shareholders. Therefore it is proposed to appoint Ms. Dharmishta N Raval as an Independent Director for a term of five consecutive years from the conclusion of this AGM dated 21st September, 2015. The Board recommends to the members appointment of Ms. Dharmishta N Raval as Independent Director.

c) Dr. Vikram D. Sanghvi (DIN 06858267) and Mr. Siddharth Yogesh Kusumgar (DIN 01676799) were appointed as additional Directors (being Non-Executive Independent Directors) of the Company on 25th March, 2015 & 28th May, 2015 respectively to hold office upto the date of ensuing Annual General Meeting. The Company has received notices from shareholders along with requisite deposits proposing the candidature of Dr. Vikram D Sanghvi and Mr. Siddharth Yogesh Kusumgar for appointment as Independent Directors at the ensuing Annual General Meeting.

d) Mr. Hinesh Doshi (DIN: 00322805) was appointed as Alternate Director to Mr. J.H Choi from 25th March, 2015. Prior to this, Mr. Hinesh Doshi was Alternate Director to Mr. S.S. Lee.

KEY MANAGERIAL PERSONNEL

1. Mr. Bhudebendranath Tapas Guhathakurata was appointed as Chief Executive Officer of the Company on 07th August, 2014.

2. Mr. Bharat A Desai was appointed as Chief Financial Officer of the Company on 17th March, 2015

3. Mr. Vikas Tarekar was appointed as Company Secretary on 02nd July, 2014

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES BOARD MEETINGS:

The Board of Directors met Six times during the financial year ended 31st March 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

The Meetings of the Board of Directors are held at regular intervals of not more than four months in Mumbai or at other places in India as per the convenience of the Directors. These are generally scheduled well in advance. The Board meets at least once a Quarter to review the Performance and Financial Results of the Company. All the major decisions are taken at the Board meeting wherein directors are provided with all material information. The Senior Executives of the Company are invited to attend the Board meeting and provide clarifications as and when required.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that:

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

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

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

iv) the annual accounts of the Company have been prepared on a going concern basis;

v) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The Nomination and Remuneration Committee consists of Mr. Vijay Agarwal Chairman, Ms. Dharmishta N. Raval and Dr. Sachin D. Patel as the Members of the Committee.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment and payment of remuneration to the Directors of the Company are of Minimum Qualification, Positive Attributes, Independence & Experience.

AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of four directors and majority of the committee members are Independent directors.

1. Mr. Vijay Agarwal - Chairman

2. Ms. Dharmishta N Raval - Member

3. Mr. Siddharth Yogesh Kusumgar - Member

4. Dr. Sachin D Patel - Member

The scope and terms of reference of the Audit Committee is in accordance with the Act and the Listing Agreement entered into with the Stock Exchange.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder's Relationship Committee, comprising of Dr. Sachin D. Patel, Dr. Dinesh S. Patel and Mr. Vijay Agarwal.

Dr. Sachin D. Patel has been appointed as Chairman of the Stakeholders' Relationship Committee. The Company Secretary acts as the Secretary of the Stakeholders' Relationship Committee.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The said Policy is available on the website of the Company www.gtbl.in

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

RISK MANAGEMENT POLICY:

We have an integrated approach to managing risks inherent in various aspect of our business.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has not constituted the Corporate Social Responsibility (CSR) Committee as the Company is not crossing thresh hold limit for CSR spending.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. A statement indicating the manner for evaluation of performance of the Board and its committee, individual Directors is attached with the Board Report as Annexure IV and forms part of this Report.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The Company has not paid any remuneration to the Directors during the financial year 2014-15 and hence disclosure under this section is not applicable.

tHowever, in respect of Key Managerial Personnel the disclosure is attached as Annexure V.

PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

The Company does not have any holding / subsidiary company nor any remuneration / commission paid to the Directors.

APPOINTMENT OF AUDITORS:

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Khandelwal Jain & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing Annual General Meeting. The consent of the Auditors along with certificate under Section 139 of the Act has been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The Board recommends the appointment of Khandelwal Jain & Co., Chartered Accountants as the Statutory Auditors of the Company.

Necessary resolution for reappointment of the said Auditors is included in the Notice of AGM for seeking approval of members. COST AUDITORS

As the Company is carrying on Job Work activity, as per the opinion taken on the provisions of Section 148 of the Companies Act, 2013, Cost Audit does not apply to the Company.

OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure VI which forms part of this Report.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure VII which forms part of this Report.

c. CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of Auditors of your Company regarding compliance of the Conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, are enclosed as Annexure VIII and form part of this report.

d. Prevention of Sexual Harassment:

During the financial year ended 31st March, 2015 your Company has not received any complaint related to sexual harassment. MANAGEMENT DISCUSSION & ANALYSIS:

Operational Overview:

Gujarat Themis constantly reviews its product market portfolio with the view to sustain its growth. The Company has driven fiscal growth by focusing on the following areas.

* Development of innovative - first-of-a-kind products to establish itself in India and Globally.

* Establish sound long-term partnerships with Indian and International companies to expand business

* Development of a stronger manufacturing infrastructure.

* Creation of a superior Management Information System.

* Up-gradation, Expansion, Modernization of existing manufacturing facilities.

* Obtaining of international approvals for its plants.

* Establishment of Marketing Divisions as per therapeutic segments.

* During the year under review, relations with labour remained as it were last year.

ACKNOWLEDGMENT

Your Directors have pleasure to place on record their sincere appreciation for the continued co-operation and support extended to the Company by Union Bank of India, all the Employees, Yuhan Corporation, Indian promoters, Dept. of Chemical & Petrochemical and various other Government authorities.

For and on behalf of the Board of Directors

Sd/- Place : Mumbai Dr. Dinesh S Patel Date : 28 May, 2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith the 33rd Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2014.

This report has been prepared on the basis of the legal requirements under the Companies Act, 1956. As per General Circular No.08/2014 issued by the Ministry of Corporate Affairs (MCA) dated 04/04/2014, the provisions of the Companies Act, 2013 will become applicable for all disclosures required under the Act for the year 2014-15 and subsequent years.

FINANCIAL RESULTS:

The results for the year ended 31st March, 2014 are summarized below:

(Rs. in Lakhs)

PARTICULARS Year ended Year ended 31.03.2014 31.03.2013

Total Income 3039.05 2862.85

Operating Profit / (Loss) 668.29 396.03

Finance Cost (71.48) (77.85)

Profit / (Loss) before depreciation, prior period adjustments & tax 596.81 318.18

Depreciation and amortization expenses (146.25) (205.15)

Prior period adjustment 2.04 (6.05)

Profit after depreciation, exceptional item and prior period adjustments 452.60 106.98

Net Profit after tax 452.60 106.98

Surplus/(Deficit) brought forward (1945.11) (2632.09)

Adjustment against Equity Share Capital Reduction - 580.00

Surplus / (Deficit) carried forward to Balance Sheet (1492.51) (1945.11)

OPERATIONS:

Your Company''s performance during the year was much better than the previous year resulting in four fold increase in the Net Profit of the Company. The production capacity was utilized to the maximum level. Your Company has generated cash profit during the year under review as well as in the previous year.

Your Company''s major operations were from Job Work. Conversion charges recorded at Rs. 3022.99 Lacs (previous year Rs. 2475.09 Lacs). The operating Profit for the year is Rs. 668.29 Lacs as compared to operating Profit of Rs. 396.03 Lacs for the previous year. The Net Profit recorded by the Company for the year is Rs. 452.60 Lacs as compared to net profit of Rs. 106.98 Lacs in the previous year.

The Company proposes to carry the profit after tax of Rs. 452.60 Lacs for adjustment brought forward loses.

In view of carry forward losses no dividend is recommended for payment by the directors.

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and as on the date of the report which affect the Balance Sheet.

BIFR

Your Company was referred to BIFR under Sick Industrial Companies (Special Provisions) Act, 1985 on 2nd June, 2008 and Registered under Case No. 67/2007. The Scheme of Rehabilitation was approved by BIFR on 12th January, 2012.

In compliance with the SEBI requirement for Minimum Public Shareholding (MPS) of 25% in the Company as well as orders passed by BIFR / SEBI, one of the promoters of the Company M/s.Pharmaceutical Business Group (India) Ltd. has agreed to offer for sale (OFS) 14,23,000 equity shares (9.79%) of Rs. 5/- each fully paid up to Public through Stock Exchange Mechanism on 7th August, 2014. On completion of this process, MPS requirement shall stands complied with.

In compliance with BIFR order dated 12th January, 2012 Company has paid Rs. 31.00 Lacs (Rupees Thirty One Lakhs) to Gujarat Industrial Investment Corporation Ltd. (GIIC Ltd.) comprising of Rs. 26.00 Lacs towards repayment of unsecured loan as well as Rs. 5.00 Lacs paid as compensation.

Except for MPS requirement as stated above, all other requirements as per BIFR order dated 12th January, 2012 stands complied with.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Dr. Sachin D. Patel, director of the Company will retire by rotation at the forthcoming Annual General Meeting who being eligible, offers himself for re-appointment.

The Board recommends to the members the re-appointment of Dr. Sachin D. Patel as a Director liable to retirement by rotation.

Mr. Vijay Agarwal is a Non-Executive Independent Director of the Company from March, 2006, whose tenure of office was liable to be determined by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. However, as per requirements of provisions of the Companies Act, 2013 and rules made thereunder, the Independent Directors are not liable to retire by rotation and are required to be appointed by Shareholders. Therefore it is proposed to appoint Mr. Vijay Agarwal as an Independent Director for a term of five consecutive years from the conclusion of this AGM dated 29th September, 2014.

The Board recommends to the members appointment of Mr. Vijay Agarwal as Independent Director.

In line with the BIFR order dated 12th January, 2012, the constitution of the Board was realigned. Consequently Mr. S.C Kim and Mr. J.K Cha representatives of Yuhan Corporation on the Company''s Board, resigned as Directors w.e.f 12-08-2013. The Board places on record its appreciation for the services rendered by them during their tenure as Directors of the Company.

In view of the settlement of GIIC Ltd''s Unsecured Loan by the Company, Mr. A. B. Shah, Nominee Director of Gujarat Industrial Investment Corporation Ltd. (GIIC Ltd.) resigned from the Board. His resignation was accepted by the Board on 6th August, 2014. The Board places on record its appreciation for the services rendered by Mr. A.B. Shah during his tenure as a Director of the Company.

DIVIDEND:

Due to inadequacy of profits earned as well as carry forward losses, your Directors do not recommend any dividend for the year under consideration.

INDUSTRIAL RELATIONS

Relations between the Management and the workers generally remained cordial and peaceful.

AUDITORS

M/s. Khandelwal Jain & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

The Auditors have furnished to the Company the requisite Certificate under Section 224 (1B) of the Companies Act, 1956.

STOCK EXCHANGE

The Company''s shares are listed on BSE Limited. The shares were also listed on Ahmedabad Stock Exchange Ltd. However, as per the approval given by the members on 27th September, 2013, the Company had voluntarily delisted its equity shares from Ahmedabad Stock Exchange Ltd. w.e.f 22nd January, 2014.

BOARD''S EXPLANATION ON STATUTORY AUDITOR''S OBSERVATIONS

Following are the explanations for the Statutory Auditor''s remarks in the Audit report.

Point No.1 Regarding preparation of financial statement on going concern basis

The Board for Industrial and Financial Reconstruction (BIFR) in the hearing held on 12th January, 2012 had approved the Rehabilitation Scheme considering the viability of the Unit. The Company at present is utilizing its production capacity to the maximum level. The Company has made profit in the current and previous financial years. In the opinion of the Board there is no doubt about the Company''s ability to continue as a going concern, hence these accounts are prepared on a going concern basis.

Point No.2 Regarding confirmation of balances

The Company does not foresee any major impact on the accounts of the Company due to non receipt of balance confirmation from the parties as stated in the auditor''s report.

Point No.3 Regarding maintaining of fixed assets records

In view of the production unit is in running condition, the physical existences of availability and running of fixed assets is established beyond doubt. The Board does not expect any material discrepancy between fixed assets as per books and its physical availability. However the physical verification exercise will be carried-out shortly.

INTERNAL AUDITOR

The Company has appointed M/s. R.P Sardar & Co. Chartered Accountants as Internal Auditors of the Company for the financial year 2014-15.

COST AUDITORS

As the Company is carrying on Job Work activity, as per the opinion obtained the provisions of Section 233B of the Companies Act, 1956 for conducting Cost Audit does not apply to the Company.

PARTICULARS OF EMPLOYEES

No employees of the Company are drawing salary in excess of the limits specified under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Information on conservation of energy and technology absorption etc. as required to be disclosed in terms of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988, are given in Annexure "A" to the Director''s Report.

CORPORATE GOVERNANCE

Report of Directors on compliance of conditions on Corporate Governance as specified in Clause 49 of the Listing Agreement together with certificate issued by the Practicing Company Secretary thereon attached to this Report.

DIRECTORS'' RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the financial year under consideration.

iii) The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENT

Your Directors have pleasure to place on record their sincere appreciation for the continued co-operation and support extended to the Company by Financial Institutions, Union Bank of India, all the Employees, Yuhan Corporation, GIIC Ltd., the State Government of Gujarat, Dept. of Chemical & Petrochemical and various other Government authorities.

For and on behalf of the Board of Directors

Place : Mumbai Dr. Dinesh S. Patel Date : 06-08-2014 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting herewith the 31st Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2012

FINANCIAL RESULTS

(Rs. in Lakhs)

Year ended Year ended 31.03.2012 31.03.2011

Total Income 914.05 1,369.60

Operating Proft / (Loss) (185.48) (89.62)

Finance Cost (113.07) (125.54)

Proft / (Loss) before depreciation, prior period adjustments & tax (298.56) (215.17)

Depreciation and amortization expenses (110.29) (107.00)

Exceptional item 568.36 -

Prior period adjustment (0.83) (4.36)

Proft / (Loss) after depreciation, exceptional item and prior period adjustments 158.68 (326.53)

Income tax for earlier year - 1.15

Net Proft/(Loss) after tax 158.68 (327.68)

Surplus/(Defcit) brought forward (2790.77) (2463.09)

Surplus / (Defcit) carried forward to Balance Sheet (2632.09) (2790.77)

OPERATIONS

Your Company's operations during the year under review have declined due to reduction in job work activity done for fermentation activity.

However, Company has entered in to contract for supply of Rifa which has replaced the reduction in job work activity. The positive impact of the same will be seen in the next fnancial year.

Your Company's sales for the year ending 31st March, 2012 is Rs.731.76 Lacs (previous year Rs.0.40 lacs) and conversion charges for job work is Rs.188.96 lacs (previous year Rs.1337.81 Lacs). The operating loss for the year is Rs.185.48 lacs as compared to operating loss of Rs.89.62 lacs for the previous year. The net proft recorded by the Company for the year is Rs.158.68 lacs as compared to net loss of Rs.327.68 lacs in the previous year.

The Company proposes to carry the proft after tax of Rs.158.68 Lacs for adjustment against Reserves & Surplus.

In view of carry forward losses, no dividend is recommended for payment by the directors.

There are no material changes and commitments affecting the fnancial position of the Company between the end of the fnancial year and as on the date of the report which affect the Balance Sheet.

BIFR

Your Company was referred to the Board for Industrial and Financial Reconstruction (BIFR) under Sick Industrial Companies (Special Provisions) Act, 1985 on 2nd June, 2008 based on the negative net worth of the Company as at 31st March, 2007 and Registered under Case No. 67/2007.

The Board for Industrial and Financial Reconstruction (BIFR) has seen the viability of the Company based on the Rehabilitation Scheme submitted to them. The Scheme of Rehabilitation of the Company was approved by BIFR on 12th January, 2012. The main features of the Rehabilitation Scheme approved by BIFR are given below:

1. The Authorized and Paid up value of each share of the Company has been reduced from Rs.10/- per equity share to Rs. 5/- per equity share.

2. The reduction in the value of equity shares is to be utilized for writing off the accumulated losses of the Company.

3. The Authorized share capital is kept same with number of shares under equity shares and Unclassifed shares increased from 1,36,00,000 & 1,11,00,000 to 2,72,00,000 & 2,22,00,000 respectively. Preference shares remaining the same as 30,000.

4. Themis Medicare Ltd. has been inducted as co-promoter of the Company and issued 2928702 Equity shares of Rs.5/- each fully paid-up at a premium of Rs.5/- each against cash / cash equivalent subject to lock-in period of 3 years.

5. Public shareholding to be brought to the minimum level of 25% in the fnancial year 2014.

6. Post increase in public share holding (F.Y. 2014) the holding of Yuhan Corporation will be maintained at 26% by acquiring shares from the existing promoters at a price to be determined in accordance with the then applicable laws.

7. Gujarat Industrial Investment Corporation (GIIC) to accept their unsecured loan amount of Rs.26 Lacs in 3 equal yearly instalments or alternatively the entire amount as would be decreed by the court will be payable by the Company before the end of the scheme in 2018.

8. The net worth of the Company to become positive by 2018.

Concession / Relief

As per the scheme sanctioned by BIFR on 12th January, 2012 certain reliefs and concessions were allowed by Bank, Income Tax Department, SEBI, Stock Exchange, Department of Company Affairs etc. as contained in the approved scheme.

Union Bank of India

Union Bank of India has sacrifced by giving refund of Rs.133.75 Lacs towards the concessional interest. The Bank has agreed to charge interest at concessional rate till the Net Worth become positive. Further the repayment of WCTL outstanding amount has been rescheduled for the further period of 84 equal monthly instalments from 1st November, 2011.

Promoters sacrifce

a) M/s. Yuhan Corporation forego their claim of Rs.395.10 Lacs

b) Shareholders have foregone Rs.5/- paid on equity shares thereby reducing the face value of the share to Rs. 5/- each from Rs. 10/- each.

c) Themis Medicare Ltd. the new promoters to take shares of Rs. 5/- each at a premium of Rs.5/- per share.

d) The new promoters Themis Medicare Ltd. funded unsecured loan amounting of Rs. 350 Lacs

e) In case of any short fall, the promoters / co-promoters under take to bring the funds in the form of equity / unsecured interest free loan.

DIRECTORS

In terms of Article of Association of the Company as well as the requirement of the Companies Act, 1956, Mr. Hinesh Doshi, Mr. S.C Kim & Dr. Dinesh S. Patel retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. Rajneesh Anand resigned as Managing Director w.e.f 2nd March, 2012. The board places on record their appreciation for the services rendered by him during his tenure as Managing Director of the Company. Subsequently, Mr. Rajneesh Anand is appointed as President & CEO of the Company.

INDUSTRIAL RELATIONS

Relations between the Management and the workers generally remained cordial and peaceful.

AUDITORS

Messrs Khandelwal Jain & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

The Auditors have furnished to the Company the requisite Certifcate under Section 224 (1B) of the Companies Act, 1956.

BOARD'S EXPLANATION ON STATUTORY AUDITOR'S OBSERVATIONS.

Point No. 2 (f) regarding maintaining of fxed assets records

The management expects to carry out physical verifcation of fxed assets during the F.Y 2012-13. Considering that the production unit is in running condition, the physical existences of availability and running of fxed assets is established beyond doubt. The board does not expect any material discrepancy between fxed assets as per books and its physical availability.

Point no. 2 g(i) regarding preparation of fnancial statements on going concern basis.

After considering the viability of unit, BIFR has passed order for Rehabilitation Scheme. This shows that the operations of the Company are viable in short and long run. As regards brought forward losses and negative net worth, after giving effect of BIFR directives, the same will considerably reduce. As regards working capital defciency, the Company has entered in to a contract with a party for supply of material for which raw materials will be supplied by them. This will considerably reduce working capital burden of the Company and monthly billing is taking care of overhead funding. With this arrangement, the Company do not foresee any problem of working capital requirements. In the opinion of the board there is no doubt about the Company ability to continue as a going concern.

Point no. 2 g(ii) regarding confrmation of balances

The Company do not foresee any material variation in the balances of trade receivable, deposits, loans and advances, long term borrowings, liability for expenses, trade payables as per the balance as on 31-3-2012. Hence there will not be any material impact on the fnancial statements of the Company.

Regarding default / repayment of loans & interest from bank

In view of the value of sacrifces on account of interest on CC Limit, WCTL, Penal Interest amounting to Rs.133.75 Lacs as contained in the approved Rehabilitation Scheme which was agreed to by Union Bank of India who submitted the Rehabilitation Scheme to BIFR as Operating Agency. Had this refund of interest as agreed by the Bank credited timely to the Company's account, there would not have been default / delay in repayment of principal Term Loan & Interest to that extent.

As regards other remarks in the Auditors' Report, the notes wherever referred to, are self-explanatory.

INTERNAL AUDITOR

The Company has appointed M/s Gopalkrishnan Aiyer & Co., Chartered Accountants as Internal Auditors of the Company.

COST AUDITORS

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualifed Cost Auditors appointed by the Company to conduct cost audit relating to Company's bulk drug division for the fnancial year ended 31st March, 2012.

PARTICULARS OF EMPLOYEES

No employees of the Company are drawing salary in excess of the limits specifed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Information on conservation of energy and technology absorption etc. as required to be disclosed in terms of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988, are given in Annexure "A" to the Director's Report.

CORPORATE GOVERNANCE

Report of Directors on compliance of conditions on Corporate Governance as specifed in Clause 49 of the Listing Agreement together with certifcate issued by the Practicing Company Secretary thereon is attached to this Report.

DIRECTORS' RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confrm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

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 a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the proft of the Company for the fnancial year under consideration.

iii) The Directors have taken proper and suffcient care of the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENT

Your Directors have pleasure to place on record their sincere appreciation for the continued co-operation support extended to the Company by Financial Institutions, Union Bank of India, all the Employees, Yuhan Corporation, the State Government of Gujarat, Dept. of Chemical & Petrochemical and various other Government authorities.

For and on behalf of the Board of Directors

Place : Mumbai Dr. Dinesh S Patel Dr. Sachin D. Patel Subhash C. Kaushik

Date : 14th August, 2012 Chairman Director Director

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Mar 31, 2010

The Directors have pleasure in presenting herewith the 29th Annual Report together with the Audited Accounts of the Company for the Financial Year ended March 31, 2010

FINANCIAL RESULTS

(Rs. in Lakhs)

Year ended Year ended 31.03.2010 31.03.2009

Total Income 1563.59 1275.95 Operating Profit / (Loss) 142.54 (78.96)

Interest and Finance charge 159.80 180.93

Profit / (Loss) before depreciation, prior period adjustments & tax (17.26) (259.88)

Profit./ (loss) after depreciation and tax (103.06) (357.57)

Income tax for earlier year 4.74 4.35

Fringe Benefit Tax for earlier year 0.55 -

Fringe Benefit Tax - 1.60

Net Profit/(Loss) after tax (108.35) (363.52)

Surplus/(Deficit) brought forward (2354.74) (1991.22)

Surplus / (Deficit) carried forward to Balance Sheet (2463.09) (2354.74)



OPERATIONS

Your Companys operations during the year under review have improved. The Companys sales for the year ending 31st March 2010 is Rs.2.28 lacs and conversion charges for job work is Rs. 1545.70 lacs as compared to Rs.4.59 lacs sale and conversion charges for job work Rs 1250.72 during the previous year. The operating Profit for the year is Rs. 142.54 lacs as compared to Rs. 78.96 lacs Loss for the previous year. The net loss recorded by the Company for the year is Rs. 108.35 lacs as compared to loss of Rs. 363.52 lacs in the previous year.

BIFR

Your Company became "Sick Company" as defined under Sec 3 (1) (o) of the Sick Industrial Companies (Special provision) Act 1985, and in accordance with the provisions of section 15 (I) of the said Act and registered with BIFR on 5/11/2007 under reference No.67/2007.

The Draft Rehabilitation Scheme is under finalization by Union Bank of India (Operating Agency) in consultation with the promoters and other involved agencies and the same will be furnished to BIFR for their consideration.

DIRECTORS

In terms of Article of Association of the Company as well as the requirement of the Companies Act, 1956, Dr. Dinesh S. Patel, Mr. S.S. Lee, Mr. J.H. Choi retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Further Mr. AnantThakore, Mr. N.I. Gandhi and Mr. Surendra Somani have resigned from the Board of Directors of the Company on 22nd September, 2009. The Board placed on record its appreciations of the valuable support extended by Mr.Anant Thakore, Mr. N.I. Gandhi and Mr. Surendra Somani during their tenure as Director of the Company.

Your Directors have appointed Ms. Dharmishta N. Raval and Mr. Subhash C. Kaushik as Additional Directors u/s 260 of the Companies Act, 1956 w.e.f 30th October, 2009 & 21st May, 2010 respectively. A resolution for their appointment as regular Director is proposed to be passed at the ensuing Annual General Meeting of the Company.

INDUSTRIAL RELATIONS

Relations between the Management and the workers generally remained cordial and peaceful.

AUDITORS

Messrs Khandelwal Jain & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. As regards remarks in the Auditors Report, the Notes wherever referred to, are self-explanatory.

The Auditors have furnished to the Company the requisite Certificate under Section 224 (1B) of the Companies Act, 1956.

INTERNAL AUDITOR

During the year 2009-10, the Company has appointed M/s Gopalkrishnan Aiyer & Co., Chartered Accountants as Internal Auditors of the Company.

COST AUDITORS

The Company being Sick Unit and Registered with BIFR and presently the Company is engaged in manufacturing activities on Job Work basis.

Based on said reason, the company is making an application to Central Government for exemption from Cost Audit of the Record of the Company for the financial year 2009-10 u/s 233 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

No employees of the Company are drawing salary in excess of the limits specified under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

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

Information on conservation of energy and technology absorption etc. as required to be disclosed in terms of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988, are given in Annexure "A" to the Directors Report.

CORPORATE GOVERNANCE

Report of Directors on compliance of conditions on Corporate Governance as specified in Clause 49 of the Listing Agreement together with certificate issued by the Practicing Company Secretary thereon attached to this Report.

DIRECTORS RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

i) In the preparation of the Annual Accounts, 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 judgements 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 or loss of the Company for that period.

iii) The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

AUDITORS OBSERVATIONS & COMMENTS

Observations & Comments

1. Some of the balances of sundry debtors, deposits, loans & advances and sundry creditors are subject to confirmation and adjustments necessary upon reconciliation if any, consequential impact thereof in the financial statements is not ascertainable. The Management does not expect any material variation in the financial statements.

2. Preparation of accounts on the basis of a going concern inspite of negative net worth and working capital deficiency. The company has initiated efforts including development of new products and has also ventured into manufacture of goods on job work basis so as to reduce the losses. Accordingly, these accounts have been prepared on a going concern basis.

3. Regarding non-maintenance of the proper records showing the full particulars including quantitative details and situation of fixed Assets and in the absence of physical verification during the year discrepancies between book records and physical availability could not be ascertained. The management is of the view that there will be no material discrepancies between Fixed Assets records as per books and its physical availability.

4. Regarding write back of sundry credit balance of Rs.35,18,539/- based on a review undertaken of old outstanding balances of Sundry Creditors & Provisions.

5. The net worth of the Company has been eroded during the financial year 2006-07 and based on its financial position as on 31-03-2007, the Company became Sick Unit and Registered with BIFR. As per the order passed by the BIFR, Union Bank of India has been appointed as Operating Agency.

ACKNOWLEDGMENT

Your Directors have pleasure to place on record their sincere appreciation for the continued co-operation support extended to the Company by Financial Institutions, Union Bank of India, all the Employees, Yuhan Corporation, the State Government of Gujarat, Dept. of Chemical & Petrochemical and various other Government authorities.

For and on behalf of the Board of Directors

RAJNEESH ANAND DR. DINESH S. PATEL DR. SACHIN D. PATEL

Managing Director Director Director

Place : Mumbai

Date : 21st May, 2010