Directors Report of Themis Medicare Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 55^th
Annual Report along with the Audited Accounts 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:

Particulars	31st March,	31st March,
	2025	2024
Income	41,018.11	38,651.63
Less: Expenses	37,641.75	35,184.95
Profit/(Loss) before tax	3,376.36	3,466.68
Current tax	830.00	922.00
Deferred tax	154.21	69.97
Profit after Tax	2,392.15	2,474.71

b. OPERATIONS OF THE COMPANY:

The Company is be engaged in the business of
manufacturing of finished formulations and
synthetic Active Pharmaceutical Ingredients.
During the year ended 31^st March, 2025,
the Company has recorded income of Rs.
410 crores as against Rs. 386 crores in the
previous year a modest increase of 6%. Profit
after tax stood at Rs. 23.92 crores as against
Rs. 24.74 crores, decrease of 3%.

The Board of Directors at its meeting held
on 18^th November, 2024 inter alia reviewed
and evaluated the re-structuring options for
consolidation of the Business and approved
the termination of Agreement to Sell dated
7^th November, 2022 executed between

the Company and Themis Lifestyle Private
Limited (Now known as Themis Chemicals
Private Limited) a Wholly owned Subsidiary
of the Company for transfer of its Active
Pharmaceutical Ingredients (API) Business on a
going concern basis.

The Board of Directors of the Company, at its
meeting held on 18^th November, 2024, had
also approved the Scheme of Amalgamation
("Scheme") between Gujarat Themis Biosyn
Limited ("GTBL") and the Company 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 of Directors of GTBL, at its
meeting held on 13^th June, 2025 after evaluating
new developments in the market decided to
focus on its core business of fermentation-
based pharmaceutical intermediates and active
pharmaceutical ingredients and decided to
revisit all its strategic options. Consequently,
the GTBL Board reconsidered its earlier decision
of merger and resolved not to proceed with the
proposed merger. Accordingly, the GTBL Board
has approved the withdrawal of the Scheme as
permitted under clause 21 of the Scheme.

In alignment with this decision, the Board of
Directors of the Company has also resolved to
withdraw the said Scheme of Amalgamation.

Pursuant to this, the Company shall continue
to focus on its core domestic formulations
business with the objective of achieving long
term sustainable growth.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES:

As on 31^st March, 2025, the Company had three
non-material subsidiaries namely, Artemis
Biotech Limited, Themis Chemicals Pvt Ltd. and
Dr. Themis Private Limited.

The Company also had two overseas subsidiaries
incorporated in the United Kingdom, viz; Carpo
Medical Private Limited and Carpo Investments
Private Limited. These two entities have been
struck off from the Companies House in the
United Kingdom (UK) with effect from 1^st April,
2025, in accordance with the applicable laws of
the UK.

The performance and financial position of
each of the subsidiaries and associates for the
year ended 31^st March 2025 in Form AOC-1 is
attached and marked as Annexure I and forms
part of this Report.

d. DIVIDEND:

Your Directors are pleased to recommend
dividend of Re. 0.50 per equity share having
face value of Re. 1 each, on 9,20,40,120 Equity
shares, aggregating to Rs. 4,60,20,060 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 Friday, 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.
themismedicare.com/uploads/statutory/pdf/
dividend-distribution-policy.pdf

e. TRANSFER TO RESERVES:

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

f. 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(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. OTHER CONFIRMATIONS:

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

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

• There was no revision in Company''s credit rating
during the year.

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

• 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
Regulation confirming that they meet the criteria
of independence and that they are not aware of
any circumstances or situation, which exists or may
be reasonably anticipated, that could impair or
impact their ability to discharge their duties with
an objective independent judgement and without
any external influence.

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

5. NOMINATION & REMUNERATION POLICY:

Your Company has constituted Nomination &
Remuneration Committee as provided under
section 178(1) of the Act. The Nomination &
Remuneration Committee considers that the
qualifications, experience and positive attributes
of the Directors on the Board of the Company
are sufficient enough to discharge their duties as
such. The remuneration is being paid to Executive
Chairman and Managing Director is in line with
Schedule V of the Act as also commission and sitting
fees are paid to other Directors for attending Board
and Audit Committee meetings as well as meeting
of Independent Directors.

The Company''s Policy on Nomination &
Appointment of Directors, Criteria for Appointment
of Senior Management and Remuneration Policy,
as formulated under Section 178(3) of the Act,
is available on the Company''s website at: www.
themismedicare.com

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

Details of Loans granted, Guarantees given or
Investments made during the financial year,
covered under the provisions of Section 186 of
the Act are given in the notes to the Financial
Statements.

7. PARTICULARS OF CONTRACTS OR ARRANGEMENT
WITH RELATED PARTIES:

Contracts/arrangements/transactions entered by
the Company during the financial year with related
parties were on an arm''s length basis and in the
ordinary course of business.

All related party transactions are placed for the
approval before the Audit Committee and also
before the Board and Shareholders wherever
necessary in compliance with the provisions of the
Act and Listing Regulations. The Audit Committee
at its meeting held on 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 the link: https://www.
themismedicare.com/uploads/statutory/pdf/
related-partv-transaction-policv.pdf

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

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

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

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

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

During the financial year 2024-25 no significant or
material order 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:

1. As per provisions of Section 62(1)(b) of the Act
read with Rule 12(9) of the Companies (Share
Capital and Debenture) Rules, 2014 and other
applicable Regulations, details of equity shares
issued if any under Employees Stock Option
Scheme during the financial year under review
is furnished in Annexure II attached herewith
which forms part of this Report. The provisions
of Section 67(3) as well as disclosure under
rule 16(4) of Companies (Share Capital and
Debentures) Rules 2014 are not applicable in
respect of Equity shares allotted against ESOPs
granted to employees.

2. 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."

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.themismedicare.com/investor-relations/
annualreport

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and the
Articles of Association of the Company, Dr. Adam
Demeter (DIN: 10283162), 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. Adam
Demeter (DIN: 10283162) as a Director in the ensuing
Annual General Meeting (AGM) of the Company.

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

Pursuant to Section 161 of the Companies Act,

2013 the Board of Directors of the Company had
appointed Mr. Nikunt Raval (DIN: 10357559) as
an Independent Director of the Company with
effect from 6^th June, 2024 and his appointment
was approved by the members at the 54^th AGM
of the Company held on 22^nd July, 2024.

Mr. Hariharan Subramaniam (DIN: 00162200)
completed his second term as an Independent
Director and retired from the Board at the 54^th
AGM held on 22^nd July, 2024. The Board of Directors
placed on record their appreciation for the valuable
services rendered by Mr. Hariharan Subramaniam
during his tenure as Director of the Company.

Further, the Board, on recommendation of NRC
appointed Mr. Pradeep Chandan as Director-Legal,
Compliance & Company Secretary with effect from
1^st August 2024, in place of Mr. Sangameshwar Iyer,
who superannuated from the services of the
Company. The Board of Directors placed on
record its appreciation to Mr. Iyer for his valuable
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.DISCLOSURES RELATED TO BOARD, COMMITTEES
AND POLICIES:

a. BOARD MEETINGS:

A calendar of regular meetings is prepared and
circulated in advance to the Directors. Pursuant
to the provisions of the Companies Act, 2013
and rules made thereunder, the Board met
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. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies
Act, 2013, in relation to the audited financial
statements of the Company for the year ended
31^st March, 2025, the Board of Directors hereby
confirms that:

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

ii. such accounting policies have been selected
and applied consistently and the Directors

made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company as at 31^st March, 2025 and of the
profit of the Company for that year;

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

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

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

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

c. COMMITTEES CONSTITUTED BY THE BOARD OF
DIRECTORS:

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

Committee constituted by the Board

i. Audit Committee;

ii. Stakeholders Relationship Committee;

iii. Nomination & Remuneration Committee;

iv. Corporate Social Responsibility Committee;

v. Risk Management Committee

In addition to the above, a committee of
Independent Directors was constituted for
the purpose of evaluating and approving
the scheme of amalgamation between the
Company and Gujarat Themis Biosyn 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 form part of the
Corporate Governance Report.

d. VIGIL MECHANISM POLICY / WHISTLE BLOWER
POLICY:

Your Company has established a Vigil Mechanism
Policy for Directors, employees and third parties

to report their genuine concerns details of which
have been given in the Corporate Governance
report annexed to this report. This policy is
also available on Company''s website and can
be accessed at https://www.themismedicare.
com/uploads/statutory/pdf/vigil-mechanism-
whistle-blower-policy-31.pdf

e. FAMILIARISATION PROGRAMMES FOR
INDEPENDENT DIRECTORS:

The Company conducts familiarization
programmes for Independent Directors and
the details are uploaded on the website of the
Company on the below mentioned link: https://
www.themismedicare.com/uploads/statutory/
pdf/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:

	Mr. Bhaskar V. Iyer	Directors & Members
ii|	Ms. Manjul Sandhu
iii	Dr. Sachin Patel
iv	Mr. Tushar Dalal	Member and Chief Financial Officer

g. CORPORATE SOCIAL RESPONSIBILITY POLICY:

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

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

The Company has formulated policy for CSR
activities and is placed on the website of the
Company at https://www.themismedicare.
com/uploads/statutorv/pdf/csr-policv-with-
amendments.pdf

During the year under the review three CSR

committee meetings were held.

h. ANNUAL PERFORMANCE EVALUATION:

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

In a separate meeting of Independent Directors
held on 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 ACT AND OTHER DISCLOSURES AS PER
RULE 5 OF COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014:

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

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 pradeep.
[e-mail]

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

None of the Directors or managerial personnel
of the Company is in receipt of remuneration/
commission from any Subsidiaries of the
Company.

14.AUDITORS:

a. APPOINTMENT OF STATUTORY AUDITORS:

M/s Krishaan & Co., Chartered Accountants
(ICAI COP no. 208431) were appointed as
Statutory Auditors of the Company at the 52^nd
Annual General Meeting of the Company held
on 19^th September 2022 to hold office from the
conclusion of the said meeting till the conclusion
of the 57^th AGM to be held in financial year 2027

b. MAINTENANCE OF COST RECORDS:

Maintenance of cost records is required as
specified by the Central Government under
sub-section (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. B. J. D. Nanabhoy
& Co., Cost Accountants 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 formulation activities of the Company.

Pursuant to Section 148 of the Act read with the
Companies (Audit and Auditors) Rules, 2014,
appropriate resolution seeking ratification to
the payment of remuneration to the said Cost
Auditors is appearing in the Notice convening
the 55^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. SAV & Associates LLP, (COP No.
825) Practicing Company Secretaries, Mumbai,

to conduct Secretarial Audit for the financial
year 2024-25.

Secretarial Audit Report issued by M/s. SAV &
Associates LLP, Practicing Company Secretaries,
in Form MR-3 for the financial year 2024-25
forms part of Annual report. The Secretarial
Audit Report is annexed to this report as
Annexure- V.

In accordance with the SEBI (Listing Obligations
and Disclosure Requirements) (Third Amendment)
Regulations, 2024 dated 12^th December, 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. SAV & Associates LLP,
Company Secretaries as the Secretarial
Auditors of the Company, for a term of 5 (five)
consecutive financial years, to hold office from
Financial Year 2025-26.

e. Qualification/ Reservation in the Statutory
Audit/ Secretarial Audit reports:

There are no qualification, reservation or
adverse remarks or disclaimer made by
Statutory Auditor or Secretarial Auditor in their
respective reports for the financial year ended
31^st March, 2025.

f. Compliance with Secretarial Standards:

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

15.OTHER DISCLOSURES:

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

a. ANNUAL RETURN:

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

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

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

c. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

In terms of the SEBI Listing Regulations, the
Management Discussion and Analysis report is
annexed to this Annual report.

d. CORPORATE GOVERNANCE:

A separate report on Corporate Governance
along with a Certificate of Practicing Company
Secretary regarding compliance of the conditions
of Corporate Governance as stipulated in
regulation 17 to 27 and clauses (b) to (i) of sub¬
regulation (2) of regulation 46 of the SEBI Listing
Regulations with the Stock Exchanges forms
part of this Annual report.

e. REPORTING OF FRAUD BY AUDITORS

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

f. PREVENTION OF SEXUAL HARASSMENT AT THE
WORKPLACE:

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

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

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

g. 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	2024-25	2023-24
1	Debtors Turnover (in days)	160 Days	155 Days
2	Inventory Turnover (in days)	214 Days	187 Days
3	Interest Coverage Ratio	4.36: 1	4.70: 1
4	Current Ratio	1.78:1	1.76:1
5	Debt Equity Ratio	0.29: 1	0.36: 1
6	Operating Profit Margin (%)	11%	12%
7	Net Profit Margin (%)	6%	6%

h. 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 (%)	8%	9%

i. EMPLOYEES RELATIONS:

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

Industrial relations at all our manufacturing
sites remained cordial.

ACKNOWLEDGEMENTS AND APPRECIATION:

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

For and on behalf of the Board of Directors

Sd/- Sd/-

Dr. Dinesh S. Patel Dr. Sachin D. Patel

Chairman Managing Director & CEO

DIN:00033273 DIN:00033353

Place: Mumbai
Dated: 20^th May, 2025

---

Mar 31, 2024

The Directors take pleasure in presenting the 54^th Annual Report along with the Audited Financial Statements for the financial year ended 31^st March, 2024. The Company operates only in one business segment viz., "Pharmaceuticals" and this report covers its Pharmaceutical business performance.

1. 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:

(Rs. in Lakhs)
Particulars	31st Mar, 2024	31st Mar, 2023
Income	38,651.63	36,582.81
Less: Expenses	35,184.95	30,691.95
Profit/(Loss) before tax	3,466.68	5,890.86
Current tax	922	1,500.00
Deferred tax	69.97	61.41
Profit after Tax	2,474.71	4,329.45

b. OPERATIONS:

The Company continues to be engaged in the activities pertaining to manufacturing of pharmaceutical products, especially in formulation and API activity.

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

During the year under review, the Company had vide a Special Resolution passed through Postal Ballot resolved and approved to transfer its Active Pharmaceutical Ingredients (API) Business to Themis Lifestyle Private Limited,( since name changed to Themis Chemicals Private Limited) its wholly owned subsidiary by way of a slump sale subject to requisite consents, approvals and completion of various formalities.

Post such approval, the Company has taken necessary steps to complete the transfer which involved approval from Gujarat Industrial Development Corporation (GIDC) and the Company''s lenders. The Company has since received GIDC approval and the approval of the lenders is awaited.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on the last day of the financial year, the Company had three non-material subsidiaries namely, Artemis Biotech Limited, Themis Chemicals Pvt Ltd. and Dr. Themis Private Limited and two overseas subsidiaries in UK namely, Carpo Medical Limited & Carpo Investments Ltd.

The performance and financial position of each of the subsidiaries and associates for the year ended 31^st March 2024 in Form AOC-1 is attached and marked as Annexure I and forms part of this Report.

d. DIVIDEND:

Your Directors are pleased to recommend dividend of Rs. 0.50/- per equity share having face value of Re. 1/- each on 9,20,40,120 Equity shares, aggregating to Rs. 4,60,20,060/-. The dividend, if declared at the AGM, would be paid/ dispatched within thirty days from the date of declaration of dividend to those Members/ Beneficial holders as on Book Closure date fixed for the said purpose.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), the top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company has formulated its Dividend Distribution Policy, which is available on the Company''s website at https://www.themismedicare.com/uploads/ statutory/pdf/dividend-distribution-policy.pdf

e. TRANSFER TO RESERVES:

Your Board has not recommended transfer of any amount of profit to reserves during the year under review. The Company has not transferred any amount to reserves and not withdrawn any amount from the reserves.

f. REVISION OF FINANCIAL STATEMENT:

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

g. DEPOSITS:

The Company does not have any outstanding deposits from public.

Your Company has not accepted any deposits falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

h. 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.

i. STATEMENT ON DECLARATION UNDER SECTION 149(6) OF THE ACT:

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.

j. STATEMENT UNDER SECTION 178 OF THE ACT:

Your Company has constituted Nomination and Remuneration Committee as well as Stakeholders Relationship Committee as provided 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. The remuneration is being paid to Managing and Whole time Directors in line with Schedule V of the Act as also commission and sitting fees are paid to other Directors for attending Board and Audit Committee meetings at present.

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 II and forms part of this Report.

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

Details of Loans granted, Guarantees given or Investments made during the year under review, covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

l. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm''s length basis and in the ordinary course of business.

All related party transactions are placed for the approval before the Audit Committee and also before the Board and Shareholders wherever necessary in compliance with the provisions of the Act and the SEBI Listing Regulations. The Audit Committee had granted omnibus approval for Related Party Transactions as per the provisions contained in the SEBI Listing Regulations.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board has been adopted by the Company and uploaded on the Company''s website at the link: https://www. themismedicare.com/uploads/statutory/pdf/ related-partv-transaction-policv-25.pdf

m. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by your Company are adequate. 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.

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

Internal Audit function of the Company is carried out through Independent Chartered Accountants Firms to test and verify the Company''s Internal Control System. The Company''s assets are adequately safeguarded against significant misuse or loss. The Company

has in place, adequate Internal Financial Controls with respect to maintenance of accounting records and financial transactions. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

There are no orders passed by the regulators or courts or Tribunals for/or against the Company during the year under review.

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

The Company has not issued any shares with differential rights and hence no information 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 is furnished.

p. 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.

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

As per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable Regulations, details of equity shares issued if any under Employees Stock Option Scheme during the financial year under review is furnished in Annexure IV attached herewith which forms part of this Report.

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

The provisions of Section 67(3) as well as disclosure under rule 16(4) of Companies (Share Capital and Debentures) Rules 2014 are not applicable in respect of Equity shares allotted against ESOPs granted to employees.

s. BUSINESS RESPONSIBILITY AND SUSTAINIBLITY REPORT (BRSR):

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 202324 has been prepared in accordance with the format prescribed by SEBI. The summary of the BRSR is appended herewith as Annexure VIII to this Report.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rajneesh Anand (DIN: 00134856), Non - Executive Non-Independent Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends to the members the re- appointment of Mr. Rajneesh Anand (DIN: 00134856) as a Director in the ensuing Annual General Meeting (AGM) of the Company.

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

Pursuant to Section 161 of the Companies Act, 2013 the Board of Directors of the Company had appointed Mr. Shishir Dalal (DIN : 00007008) as an Independent Director of the Company and Dr. Adam Demeter (DIN: 10283162) as Non -Executive Non-Independent Director with effect from 11th September,2023. Their appointments were approved by the members through Postal Ballot.

Further Mrs. Reena Patel (DIN: 00228669), was

also appointed as Alternate director to Dr. Adam Demeter (DIN: 10283162) with effect from 11th September, 2023

Mr. Hariharan Subramaniam (DIN: 00162200) 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 services rendered by him during his tenure as Director of the Company.

Mr. Vijay Agarwal (DIN: 00058548) ceased to be the Independent Director at the previous AGM held on 9th September, 2023 due to completion of his second term as Independent Director. Your Directors place on record their appreciation of the

services rendered by Mr. Vijay Agarwal during his tenure as Director of the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

A calendar of regular meetings is prepared and circulated in advance to the Directors. Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder, the Board met four (4) times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations.

b. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

c. COMMITTEES OF AND CONSTITUTED BY THE BOARD OF DIRECTORS:

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees as on 31^st March, 2024:

Committees of the Board

i. Audit Committee;

ii. Stakeholders Relationship Committee;

iii. Nomination and Remuneration Committee;

iv. Corporate Social Responsibility Committee; Committee constituted by the Board

v. Risk Management Committee

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

d. VIGIL MECHANISM POLICY/ WHISTLE BLOWER 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 https://www.themismedicare.

com/uploads/statutory/pdf/vigil-mechanism-

whistle-blower-policy-31.pdf

The Company is committed to adhere to the

highest standards of ethical, moral and legal

conduct of business operations.

e. RISK MANAGEMENT:

We have an integrated approach to managing risks inherent in various aspect of our business. As per amendment prescribed under Regulation 21 of the SEBI Listing Regulations, the Company was required to constitute a Risk Management Committee.

Accordingly a Risk Management Committee of the Company has been constituted by the Board on 11^th February, 2022 comprising four Board members and a Senior Executive of the Company.

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

i. Mr. Bhaskar V. Iyer

ii. Ms. Manjul Sandhu Directors & Members

iii. Mr. H. Subramaniam

iv. Dr. Sachin D. Patel

v. Mr. Tushar Dalal Member & Chief

Financial Officer

The mandate of the Risk Management Committee is to discuss various aspects involved in Business risks to the Company and the manner to mitigate the same.

f. 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 - V and forms an integral part of this Report.

The Company has formulated policy for CSR activities and is placed on the website of the Company at https://www.themismedicare.com/ uploads/statutorv/pdf/csr-policv-29.pdf During the year under the review one CSR committee meeting has been conducted.

g. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

The Board of Directors has 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.

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

The performance of the Committees was evaluated by the Board with the help of inputs received from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The Board concluded that all Board Committees were discharging their functions effectively.

TheBoardandtheNominationand 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 of Executive Directors and 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.

Also, the Company had provided facility of performance evaluation to Directors through online platform for convenience of the Board members.

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

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company and related information for the financial year under review has been marked as Annexure VI.

i. PARTICULARS OF EMPLOYEES

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 appended as Annexure VI to this report.

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 the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at [e-mail].

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

None of the Directors or managerial personnel of the Company is in receipt of remuneration/ commission from any Subsidiary Company of the Company.

k. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Non-Executive Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and the SEBI Listing Regulation as amended.

4. AUDITORS'' REPORTS:

a. APPOINTMENT OF AUDITORS:

M/s Krishaan & Co., were appointed as Statutory Auditors of the Company at the 52^nd Annual General Meeting of the Company to hold office from the conclusion of the said meeting till the conclusion of the 57^th Annual General Meeting.

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. B. J. D. Nanabhoy & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2024-25 for the applicable Product(s).

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 54th AGM of the Company.

d. SECRETARIAL AUDITORS:

The Board of Directors of the Company had appointed M/s. SAV & Associates LLP, Practicing Company Secretaries, Thane, to conduct Secretarial Audit for the financial year 2024-25. Secretarial Audit Report issued by M/s. SAV & Associates LLP, Practicing Company Secretaries, in Form MR-3 for the financial year 2024-25 forms part of Annual report. The Secretarial Audit Report is annexed here with as Annexure - III. There are no qualification, reservation or adverse remarks or disclaimer made by Statutory Auditor or Secretarial Auditor.

5. 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, 2024 is available on the Company''s website on https://www.themismedicare.com.

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

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

c. CORPORATE GOVERNANCE:

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

d. 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 relating to sexual harassment.

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 ^10/-each into 1 (one) equity share 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 sub-divided to ^1/- each from ^10/- each.

6. MANAGEMENT DISCUSSION & ANALYSIS: Cautionary Statement:

The statements in the "Management Discussion and Analysis Report" describe your 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 31st March, 2024, is as follows:

Total revenue from operations stood at Rs. 381.76 Crores for the year ended 31st March, 2024, as against Rs. 354.32 Crores for the corresponding previous period, an increase of 7.74 %

The total cost of raw materials rendered for the financial year ended 31st March, 2024 was Rs. 136.71 Crores as against Rs. 118.36 Crores for the corresponding previous period.

The EBIDTA (earnings before interest, depreciation and tax, excluding other income) was Rs. 51.51 Crores for the year ended 31st March, 2024, as against Rs. 67.45 Crores for the corresponding previous period, a decrease of 23.64%.

The finance cost for the financial year ended 31st March, 2024 was Rs. 9.38 Crores as against Rs. 9.56 Crores for the corresponding previous period.

The PAT (profit after tax) was Rs. 43.52 Crores for the year ended 31st March, 2024, as against Rs. 56.90 Crores for the corresponding previous period, a decline of 23.51%.

Resources and Liquidity:

The cash and cash equivalents at the end of 31st March, 2024 were Rs. 9.92 Crores. The total debt to equity ratio of the Company stood at 0.25 as on 31st March, 2024.

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 formulations and API.

Risk & Concerns:

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

Unfavorable 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.

Credit Risk

To manage its credit exposure, Themis Medicare Limited (Themis Medicare) has 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 follow 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.

Interest Rate Risk

The Company has judiciously managed its debt-equity ratio. It has been using a mix of loans and internal cash accruals. Themis Medicare has well managed the working capital to maintain the overall interest cost at reasonable levels. 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 multinational companies. Themis Medicare 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, our product portfolio and specialized formulation methodologies, coupled with prudent financial and human resources management and better control over costs.

Input Cost Risk

Our profitability and cost effectiveness may be affected due to change in the prices of raw materials, power and other input costs.

Opportunities1. Clinical Trials Market

• India is among the leaders in the clinical trial market.

• Due to a genetically diverse population and availability of skilled doctors, India has the potential to attract huge investments to its clinical trial market.

2. High-End Drugs

• Due to increasing population and income levels, demand for high-end drugs is expected to rise.

• Growing demand could open up the market for production of high-end drugs in India.

3. Penetration In Rural Market

• With 70% of India''s population residing in rural areas, pharma companies have immense opportunities to tap this market.

• Demand for medicines in rural markets has seen a sharp growth. Various companies are investing in the distribution network in rural areas.

4. Crams

• Contract research and manufacturing services (CRAMS) is one of the fastest growing segments in the pharmaceutical and biotechnology industry. The pharmaceutical market uses outsourcing services from providers in the form of contract research organizations (CROs) and contract manufacturing organizations (CMOs).

Source: IBEF Report Dec 2023

Threats• Varying regulatory requirements across domestic and export markets

Procurement and transferring drug management involves addressing current regulatory frameworks. In India, various laws regulate the flow and sale of medicines around the region, creating complexities for Supply Chain Management. The policy sets prescription costs and the state government implements various drug-pricing programs for multiple forms of medication. This kind of regulation of activities sometimes negatively affects the supply chain process. A variance in specifications and requirements, on the other hand, increases the expense and uncertainty of export markets. For example, Indian Pharma is now experiencing a growing onslaught of multinational companies'' litigation in the US and Europe opposing their drugs on the grounds of product patent rights infringements. Also, the Trade-Related Aspects of Intellectual Property Rights (TRIPS Agreement) stipulation made it overbearing for the Indian pharmaceutical companies to launch their R&D or face the challenge of being limited to having just off-patent drug suppliers.

• Increased competition

Competition is a topic that is always relevant to health care discussion and pharmaceuticals are no different. Over the past five to ten years, several markets have seen steady growth, including China, Germany, Brazil, Italy, etc. Currently, several products with identical characteristics, bioequivalence and price ranges are commercialized by several multinational companies. This increasing competition and the emergence of new competitors represent a significant threat to the pharmaceutical industry in India.

• Poor supplier service

In terms of APIs, Indian pharmaceutical companies extensively depend on China. Around 70% of the total raw material is imported from China. Therefore, it creates considerable uncertainty and vulnerability to disruption in the SCM, especially during the global crisis. This problem became acute when China was locked to seek to stop the COVID-19 disease. Pharmaceutical firms and the Government of India are deeply worried about the insecurity of the Indian PSC.

• Uncertainty in demand

The heterogeneity of customers leads to substantial volatility in drug demand. Pharmaceutical settings are typically highly diversified in the real world, with numerous products and decision-making phases. It becomes more crucial for the vendors due to these uncertainties in demand. For online pharmacy services, significant fines are sometimes imposed when consumer demand is unmet.

Source: httDs://www.emerald.com/insiaht/ con ten t/doi/10.1108/AGJSR-03-2023-0102/full/ html

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. This involves the timely and accurate communication of financial and operational information to stakeholders, both internal and external. The Company identifies and assesses the risks it faces and develops necessary strategies to mitigate or manage those risks.

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.

Indian Pharmaceutical Overview

The pharmaceutical industry in India is expected to reach $130 Bn by 2030. The domestic pharmaceutical industry would likely reach US$ 57 billion by FY25 and see an increase in operating margins of 100-150 basis points (bps). India is a major exporter of Pharmaceuticals, with over 200 countries served by Indian pharma exports. India supplies over 50% of Africa''s requirement for generics, ~40% of generic demand in the US and ~25% of all medicine in the UK. India also accounts for ~60% of global vaccine demand, and is a leading supplier of DPT, BCG and Measles vaccines. 70% of WHO''s vaccines (as per the essential Immunization schedule) are sourced from India.

During FY18 to FY23, the Indian pharmaceutical industry logged a compound annual growth rate (CAGR) of 6-8%, primarily driven by an 8% increase in exports and a 6% rise in the domestic market. The Indian pharmaceutical industry has seen a massive expansion over the last few years and is expected to reach about 13% of the size of the global pharma market while enhancing its quality, affordability, and innovation.

India is one of the biggest suppliers of low-cost vaccines in the world. Because of the low price and high quality, Indian medicines are preferred worldwide, thereby rightly making the country the ''Pharmacy of the World''. India has been traditionally quite strong in the pharma sector, with a low cost of manufacturing (30%-35% lower than in the US and Europe), cost-efficient R&D (about 87% less than in developed markets), and cheap skilled labour.

India, as the second-largest contributor to the global biotech and pharmaceutical workforce, plays a pivotal role on the global stage. The industry encompasses a diverse spectrum, including generic drug development, over-the-counter (OTC) medicines, bulk drug manufacturing, vaccines, contract research, biosimilars, and biologics.

The heart of this pharmaceutical revolution beats within India''s 118 pharmaceutical clusters spread across 19 states and union territories. Maharashtra takes the lead with the highest number of 40 pharma clusters, followed by Gujarat, Andhra Pradesh, Himachal Pradesh, and other key regions contributing to this thriving ecosystem. In addition to pharma production, Telangana boasts India''s largest medtech R&D and manufacturing cluster at the Medical Devices Park, attracting investors.

The future of India''s pharmaceutical industry is not limited to domestic growth alone. Indian drugs are exported to over 200 countries, with the United States, Belgium, South Africa, UK, and Brazil leading as the top destination markets. The exports of Indian drugs and pharmaceuticals reached INR 2.04 trillion (US$24.51 billion) in 2022-23, constituting 5.71 percent of the country''s total exports.

As we navigate this landscape, it is clear that India''s pharmaceutical industry is on a trajectory of unprecedented growth, driven by supply-side and demand-side factors. This evolution is poised to redefine the global pharmaceutical landscape and create remarkable opportunities for investors, professionals, and healthcare providers.

In a world where healthcare is more vital than ever, India''s pharmaceutical industry stands as a beacon of hope, innovation, and progress, dedicated to improving global health outcomes.

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

h ttps://www.linkedin.com/pulse/future-indian-pharma-opportunities-growth-projections-boyapati-a3bqc/

Government Initiatives

• The Union Cabinet, on April 26, 2023, approved the National Medical Devices Policy, 2023. The National Medical Devices Policy, 2023 is expected to facilitate an orderly growth of the medical device sector to meet the public health objectives of access, affordability, quality and innovation.

• Strengthening of Pharmaceutical Industry (SPI): The Ministry''s scheme "Strengthening of Pharmaceutical Industry (SPI) with a total financial outlay of Rs. 500 crore (US$ 60.6 million) extends support required to existing pharma clusters and MSMEs across the country to improve their productivity, quality and sustainability.

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

• 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 is US$ 21.58 billion during the period April 2000- September 2023. This constitutes almost 3.3% of the total FDI inflow received across sectors.

• Indian pharma companies have a substantial share in the prescription market in the US and EU. The largest number of FDA-approved plants outside the US is in India.

As per the Union Budget 2023-24:

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 business to spend money on R&D in a few chosen priority fields. At the grassroots level, government has also announced on building 157 nursing colleges in colocation with government medical colleges.

• Ayushman Bharat Digital Mission (ABDM): Under the ABDM, citizens will be able to create their ABHA (Ayushman Bharat Health Account) numbers, to which their digital health records can be linked. This will enable creation of longitudinal health records for individuals across various healthcare providers and improve clinical decision making by healthcare providers.

• The pilot of ABDM is completed in the six Union Territories of Ladakh, Chandigarh, Dadra & Nagar Haveli and Daman & Diu, Puducherry, Andaman and Nicobar Islands and Lakshadweep with successful demonstration of technology platform developed by the NHA.

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

Outlook on Indian Pharmaceutical Sector:

The pharmaceutical industry in India is a significant part of the nation''s foreign trade and offers lucrative potential for investors. Millions of people around the world receive affordable and inexpensive generic medications from India, which also runs a sizable number of plants that adhere to Good Manufacturing Practices (GMP) standards set by the World Health Organization (WHO) and the United States Food and Drug Administration (USFDA).

Among nations that produce pharmaceuticals, India has long held the top spot. 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 therapies such as such as cardiovascular, anti-diabetes, anti-depressants and anti-cancers for chronic diseases, which are on the rise.

The Indian Government has taken many steps to reduce costs and bring down healthcare expenses. The National Health Protection Scheme, which aims to offer universal healthcare, the ageing population, the rise in chronic diseases, and other government programmes, including the opening of pharmacies

that offer inexpensive generic medications, should all contribute to boost the Indian pharmaceutical industry.

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

ACTIVE PHARMACEUTICAL INGREDIENTS (APIS)

• Active Pharmaceutical Ingredient (or API) is a crucial segment of the pharma industry, contributing to around 35% of the market. API is the biologically active component of a drug that causes an intended medical effect.

• India is the 3rd largest producer of API accounting for an 8% share of the Global API Industry. About 500 different APIs are manufactured in India, and it contributes 57% of APIs to prequalified list of the WHO.

FORMULATIONS

• India is the largest exporter of formulations in terms of volume, with 14% market share and 12th in terms of export value.

• Double-digit growth is expected over the next five years.

• According to Allied Market Research, the Indian pharmaceutical packaging market was valued at US$ 1,434.1 million in 2020 and is expected to reach US$ 3,027.14 million by 2030, at a CAGR of 7.54%.

Supply-side drivers of Indian pharmaceuticals sector

• Following the introduction of product patents, several multinational companies are expected to launch patented drugs in India.

• Growth in the number of lifestyle diseases in India could boost the sale of drugs in this segment.

• High Court allowing to export patent drugs, to foreign players in the Indian market.

• The presence of a skilled workforce as well as high managerial and technical competence is a source of attraction for private players. Pharma companies have already increased spending in the country to tap rural markets and develop better infrastructure.

• Promotion of Medical Devices Parks: Objective of the scheme is Creation of world class infrastructure facilities in order to make Indian medical device industry a global leader

• About 120 drugs are expected to go off-patent

over the next 10 years; with expected worldwide revenue between US$ 80 to 250 billion.

• A draft notification issued by the Union health ministry has proposed that the 16 drugs, which include common antipyretic medicine such as paracetamol 500 mg, some laxatives, nasal decongestants and topical antifungal creams be included in the OTC drug category.

Demand drivers of Indian pharmaceuticals sector

• Rising levels of education to increase acceptability of pharmaceuticals.

• Patients to show greater propensity to self-medicate, boosting the OTC market.

• Acceptance of biologics and preventive medicines to rise.

• Surge in medical tourism due to increased patient inflow from other countries

• As per Mckinsey''s report (July 2019), > US$ 200 billion to be spent on medical infrastructure in the next decade.

• New business models expected to penetrate tier-2 and 3 cities.

• Over 160,000 hospital beds expected to be added each year in the next decade.

• India''s generic drugs account for 20% of global exports in terms of volume, making the country the largest provider of generic medicines globally.

• Patient pool expected to increase over 20% in the next 10 years (until 2030), mainly due to rise in population.

• New diseases and lifestyle changes to boost demand.

Source: IBEF Report Dec 2023

Outlook on Global Pharmaceutical Industry

The Global Pharmaceutical Manufacturing Market is projected to reach a size of US$ 2,346.33 billion by 2032, up from US$ 859.5 billion in 2023, at a CAGR of 11.56% during the forecast period 20242032.

Digitalization and automation trends are transforming the landscape of pharmaceutical manufacturing market, resulting in greater efficiency and cost savings. Furthermore, drug manufacturers are increasingly outsourcing parts of their R&D to clinical research organizations (CROs) as a cost-reduction strategy. The application of big data in clinical research is another significant

development within the pharmaceutical R&D sphere.

The projections indicate that top global biopharma drugs could achieve lifetime sales of up to $28 billion by 2028. However, pharmaceutical companies face patent expiration risks between 2023-2028, with estimated revenue losses ranging from $23-28 billion.

The global active pharmaceutical ingredients (API) market continues to grow, reaching a value of $238.47 billion in 2023. This market is expected to expand at a CAGR of 6.6% from 2024 to 2032, with the Asia-Pacific region holding the largest share in 2023. China maintains its position as the largest producer and exporter of APIs worldwide.

Contract manufacturing organizations (CMOs) are vital components of the pharmaceutical industry. The global pharmaceutical contract manufacturing market was valued at $172.8 billion in 2023, projected to grow at a CAGR of 7.7% from 2024 to 2032. Pharmaceutical companies benefit from outsourcing to CMOs, reducing costs, enhancing efficiency, and allowing them to focus on core competencies.

The United States holds the highest pharmaceutical spending per capita globally, reaching $1,310 in 2022. Germany and Japan follow with per capita spending of $883 and $864 respectively. These figures underscore the substantial role pharmaceutical spending plays in the overall healthcare expenditures of many nations.

Overall, against the backdrop of evolving technologies, shifting demographics, and persistent health challenges, the global pharmaceutical sector stands poised for continued growth and advancement, offering investors and stakeholders abundant opportunities to contribute to improved health outcomes and societal well-being.

Source: https://www.globenewswire.com/ news-release/2024/04/16/2863741/0/en/ Pharmaceutical-Manufacturing-Market-to-Surpass-USD-2-301-6-Billion-By-2032-Generic-Prescription-Drugs-to-Remain-at-Top-with-Over-61-Contribution-Says-Astute-Analytica. html#:~:text=New%20Delhi%2C%20April%20 16%2C%202024,the%20forecast%20period%20 2024%E2%80%932032.

Indian & Global Hospital Sector

The Indian hospital industry is set to grow at a healthy Compound Annual Growth Rate (CAGR) of approximately 12 per cent over the next three fiscal years, driven by a confluence of positive factors driven by factors such as increasing healthcare awareness, a surge in lifestyle diseases, a growing elderly population, expanded health insurance coverage, improved disposable income, augmented public expenditure on healthcare, and the rise in medical tourism.

The global hospital services market was valued at USD 12.31 trillion in 2023 and is expected to reach around USD 22.57 trillion by 2033 and is poised to grow at a compound annual growth rate (CAGR) of 6.05% during the forecast period 2024 to 2033.

Rising cancer incidence globally, increasing number of knee replacement surgeries, and availability of next-generation stents are key factors that are anticipated to drive the global hospital services industry over the years. However, high cost of surgical procedures coupled with lack of insurance coverage will subsequently restrain the market growth.

Cost of medical facilities has seen a spike in the past few decades. Advanced diagnostic technologies have paved their way for early and improved detection of disease as well as

supported research for terminal disease treatment such as cancer. Due to increasing affordability and awareness among people, medical services market expected to spur, which is already evident in many countries, as it contributes significantly towards the growth of Gross Domestic Product (GDP). Pharmaceutical companies, term care services, medical devices sector, medical consumables industry, and healthcare facility management services together contribute prominently toward the healthcare services market. As an end-use segment, hospitals capture significant consumer base in the healthcare industry.

Hospitals, therefore, are an integral part of healthcare industry as well as a major revenue source for the overall industry that also fuels research & innovation in the stream. Various healthcare product manufacturers invest prominently in terms of both marketing strategies and revenue to promote their product and services among hospitals. Hence, strategic decisions within the hospital sector affects notably to the other associated industry within healthcare steam. Source: https://www.business-standard.

com/industrv/news/hospital-industrv-set-to-grow-at-12-cagr-driven-bv-post-pandemic-recoverv-123121101085 1.html https://www.precedenceresearch.com/hospital-services-market

Company''s Strategy

The company is focusing primarily on expanding its presence in the hospital business across the country. We believe there are numerous opportunities in this sector, especially with our strong lineup of products.

TML is one of the top three players in the country and offers a comprehensive range of anesthesia products, which is advantageous for the hospital business. We also have divisions in critical care and intensive care, which are key parts of their longterm growth plan.

Besides the hospital and API business, the company is also investing in trade and co-marketing, seeing them as areas with potential for growth.

Discussion on financial performance with respect to operational performance

The consolidated Profit after Tax decreased by 23.51% compared to previous year. The production capacity was utilized to the optimum level during the year. Your Company has generated profit during the year under review as well as in the previous year.

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

The core of the Human Resource philosophy at Themis Medicare 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 1541.

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

(h) 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 (%)	9%	17%

The Return on net worth decreased during the year 2023-24 as compared to previous year 2022-23 due to decrease in Net Profit after tax compare to increase in Shareholders'' equity. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, collaborators, employees, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

Sr. No.	Particulars	2023-24	2022-23
1	Interest Coverage Ratio	4.70: 1	7.16 : 1
2	Operating Profit Margin (%)	12%	19%
3	Net Profit Margin (%)	6%	12%

---

Mar 31, 2023

The Directors take pleasure in presenting the 53^rd Annual Report along with the Audited Financial Statements for the financial year ended 31^st March, 2023. The Company operates only in one business segment viz., "Pharmaceuticals" and this report covers its Pharmaceutical business performance.

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)
Particulars	31st Mar, 2023	31st Mar, 2022
Income	36,582.81	40,115.51
Less: Expenses	30,691.95	31,721.61
Profit/(Loss) before tax	5,890.86	8,393.90
Current tax	1,500.00	1,675.00
Deferred tax	61.41	563.13
Profit after Tax	4,329.45	6,155.77

b. OPERATIONS:

The Company continues to be engaged in the activities pertaining to manufacturing of pharmaceutical products, especially in formulation and API activity.

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

During the year under review, the Company had, vide a Special Resolution passed through Postal Ballot resolved to transfer its Active Pharmaceutical Ingredients Business to Themis Lifestyle Private Limited, its wholly owned subsidiary subject to requisite consents, approvals and completion of various formalities.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTuRE COMPANIES:

As on the last day of the financial year, the Company had two non-material subsidiaries namely, Artemis Biotech Limited and Themis Lifestyle Private Limited and two overseas subsidiaries in UK namely, Carpo Medical Limited & Carpo Investments Ltd.

The performance and financial position of each of the subsidiaries and associates for the year ended 31^st March 2023 in Form AOC-1 is attached and marked as Annexure I and forms part of this Report.

d. DIVIDEND:

Your Directors are pleased to recommend dividend of Rs.5/- per equity share having face value of Rs. 10/- each on 92,02,770 Equity shares, aggregating to Rs.460.14 Lakhs. The dividend, if declared at the AGM, would be paid/ dispatched within thirty days from the date of declaration of dividend to those Members/ Beneficial holders as on Book Closure date fixed for the said purpose.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), the top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company has formulated its Dividend Distribution Policy, which is available on the Company''s website at https:// www.themismedicare.com/uploads/statutory/ pdf/dividend-distribution-policy-300.pdf

e. TRANSFER TO RESERVES:

Your Board has not recommended transfer of any amount of profit to reserves during the year under review. The Company has not transferred any amount to reserves and not withdrawn any amount from the reserves.

f. REVISION OF FINANCIAL STATEMENT:

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

g. DEPOSITS:

The Company does not have any outstanding deposits from public.

Your Company has not accepted any deposits falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

h. 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.

i. statement on declaration under section

149(6) Of THE ACT:

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 Regulation 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.

j. STATEMENT uNDER SECTION 178 OF THE ACT:

Your Company has constituted Nomination and Remuneration Committee as well as Stakeholders Relationship Committee as provided 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. The remuneration is being paid to Managing and Whole time Directors in line with Schedule V of the Act as also commission and sitting fees are paid to other Directors for attending Board and Audit Committee meetings at present.

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 II and forms part of this Report.

k. COMMENTS OF THE BOARD ON AuDITORS'' REPORT:

i. Observations of Statutory Auditors on Accounts for the year ended 31^st March 2023:

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. Secretarial Audit Report for the year ended

31^st March, 2023: Provisions of Section 204 read with Section 134(3) of the Act, mandates to obtain Secretarial Audit Report from a Practicing Company Secretary. M/s. SAV & 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. SAV & Associates LLP, Practicing Company Secretaries, in Form MR-3 for the financial year 2022-23 forms part of this report. The Secretarial Audit Report is annexed here with as Annexure III.

In respect of the observations made in the Secretarial Audit report, there are no qualifications, or adverse remarks by the Secretarial Auditor in respect of Secretarial Audit for the year ended 31^st March, 2023.

l. PARTICuLARS OF LOANS, GuARANTEES, INVESTMENTS AND SECuRITIES:

Details of Loans granted, Guarantees given or Investments made during the year under review, covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

m. PARTICuLAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm''s length basis and in the ordinary course of business.

All related party transactions are placed for the approval before the Audit Committee and also before the Board and Shareholders wherever necessary in compliance with the provisions of the Act and the SEBI Listing Regulations. The Audit Committee had granted omnibus approval for Related Party Transactions as per the provisions contained in the SEBI Listing Regulations.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board has been adopted by the Company and uploaded on the

Company''s website at the link: https://www. themismedicare.com/uploads/statutory/pdf/ related-party-transaction-policy-25.pdf

n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by your Company are adequate. 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.

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

Internal Audit function of the Company is carried out through Independent Chartered Accountants Firms to test and verify the Company''s Internal Control System. The Company''s assets are adequately safeguarded against significant misuse or loss. The Company has in place, adequate Internal Financial Controls with respect to maintenance of accounting records and financial transactions. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

0. DISCLOSURE OF ORDERS PASSED BY

REGULATORS OR COURTS OR TRIBUNAL:

There are no orders passed by the regulators or courts or Tribunals for/or against the Company during the year under review.

p. DISCLOSURE UNDER SECTION 43(a)(ii) Of THE ACT:

The Company has not issued any shares with differential rights and hence no information 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 is furnished.

q. 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.

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

As per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable Regulations, details of equity shares issued if any under Employees Stock Option Scheme during the financial year under review is furnished in Annexure IV attached herewith which forms part of this Report.

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

The provisions of Section 67(3) as well as disclosure under rule 16(4) of Companies (Share Capital and Debentures) Rules 2014 are not applicable in respect of Equity shares allotted against ESOPs granted to employees.

t. BUSINESS Responsibility AND SUSTAINIBLITY REPORT (BRSR):

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 202223 has been prepared in accordance with the format prescribed by SEBI. The summary of the BRSR is appended herewith as Annexure VIII to this Report.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rajneesh Anand (DIN: 00134856), Non - Executive Non-Independent Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends to the members the re- appointment of Mr. Rajneesh Anand (DIN: 00134856) as a Director in the ensuing Annual General Meeting (AGM) of the Company.

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

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

During the year, Mr. Lajos Kovacs, representative of foreign collaborator has resigned as a Non-Executive Director of the Board w.e.f. 6^th September, 2022. Your Directors place on record their appreciation of the services rendered by Mr. Kovacs during his tenure as Director of the Company.

Mr. Hoshang Sinor (DIN: 00074905) ceased to be the Chairman and Independent Director at the previous AGM held on 19^th September, 2022 due to completion of his second term as Independent Director. Your Directors place on record their appreciation of the services rendered by Mr. Sinor during his tenure as Chairman and Director of the Company.

Further, after completion of the financial year, Mr. Gabor Gulacsi (DIN: 06975242), Non - Executive Non-Independent Director of the Company, has resigned from the directorship of the Company w.e.f. 2^nd May, 2023. Consequently, the office of Mrs. Reena Patel (DIN: 00228669), Alternate Director to Dr. Gabor Gulasci also gets vacated pursuant to section 161 of the Act and she ceases to be an Alternate Director with effect from 2^nd May, 2023. Directors have placed on record their appreciation of the services rendered by both Directors during their tenure as Director of the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

A calendar of regular meetings is prepared and circulated in advance to the Directors. Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder, the Board met four (4) times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations.

b. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the 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 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, 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.

c. COMMITTEES OF THE BOARD OF DIRECTORS / OTHER COMMITTEES:

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees as on 31^st March, 2023:

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.

d. VIGIL MECHANISM Policy/ WHISTLE BLOWER 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 whistleblower 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 https://www.themismedicare. com/uploads/statutory/pdf/vigil-mechanism-whistle-blower-policy-31.pdf The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

e. RISK MANAGEMENT:

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

As per amendment prescribed under Regulation 21 of the SEBI Listing Regulations, the Company was required to constitute a Risk Management Committee.

Accordingly a Risk Management Committee of the Company has been constituted by the Board on 11^th February, 2022 comprising four Board members and a Senior Executive of the Company.

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

i. Mr. Bhaskar V. Iyer

ii. Ms. Manjul Sandhu Directors & Members

iii. Mr. H Subramaniam

iv. Dr. Sachin D. Patel

v. Mr. Tushar Dalal Member & Chief

Financial Officer

The mandate of the Risk Management Committee is to discuss various aspects involved in Business risks to the Company and the manner to mitigate the same.

f. 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 V and forms an integral part of this Report.

The Company has formulated policy for CSR activities and is placed on the website of the Company at https://www.themismedicare.com/ uploads/statutorv/pdf/csr-policv-29.pdf

During the year under the review one CSR committee meeting has been conducted.

g. annual evaluation of directors, committee AND BOARD:

The Board of Directors has 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.

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

The performance of the Committees was evaluated by the Board with the help of inputs received from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The Board concluded that all Board Committees were discharging its functions effectively.

The Board andtheNominationandRemuneration 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 of Executive Directors and 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.

Also, the Company had provided facility of performance evaluation to Directors through online platform for convenience of the Board members.

h. DISCLOSURE UNDER SECTION 197(12) OF THE ACT AND OTHER DISCLOSURES AS PER RULE 5 Of COMPANIES (APPOINTMENT & REMuNERATION) RuLES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review has been marked as Annexure VI.

i. particulars of employees

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 appended as Annexure VI to this report.

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 the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at [e-mail].

j. PAYMENT OF remuneration / COMMISSION TO DIRECTORS FROM HOLDING OR SuBSIDIARY COMPANIES:

None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company is in receipt of remuneration/ commission from any Subsidiary Company of the Company.

k. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Non-Executive Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and the SEBI Listing Regulation as amended.

4. AuDITORS'' REPORTS:

a. APPOINTMENT OF AuDITORS:

M/s Krishaan & Co., were appointed as Statutory Auditors of the Company at the 52^nd Annual General Meeting of the Company to hold office from the conclusion of the said meeting till the conclusion of the 57^th Annual General Meeting.

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. B. J. D. Nanabhoy & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2023-24 for the applicable Product(s).

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 53^rd AGM of the Company.

d. SECRETARIAL AUDITORS:

The Board of Directors of the Company had appointed M/s. SAV & Associates LLP, Practicing Company Secretaries, Mumbai, to conduct Secretarial Audit for the financial year 2022-23.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

The Secretarial Audit Report and the Secretarial Compliance Report forms a part of this report.

5. 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, 2023 will be available on the Company''s website on https://www.themismedicare.com.

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND Foreign EXCHANGE EARNINGS AND OuTGO:

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

c. CORPORATE GOVERNANCE:

Report on Corporate Governance and Certificate of Practicing Company Secretary regarding compliance of the Conditions of Corporate Governance as stipulated in regulation 17 to

27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI Listing Regulations with the Stock Exchanges, are enclosed as a separate section and forms part of this report.

d. 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 relating to sexual harassment.

6. MANAGEMENT DISCuSSION & Analysis: Cautionary Statement:

The statements in the "Management Discussion and Analysis Report" describe your 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 consolidated revenue from operations stood at Rs. 354.32 Crores for the year ended 31^st March, 2023, as against Rs. 394.61 Crores for the corresponding previous period, a decrease of 10.21%, FY22 includes one-time COVID related export order.

The total cost of raw materials rendered for the financial year ended 31^st March, 2023 was Rs. 118.36 Crores as against Rs. 148.14 Crores for the corresponding previous period.

The EBIDTA (earnings before interest, depreciation and tax, excluding other income) was Rs. 67.45 Crores for the year ended 31^st March, 2023, as against Rs. 95.64 Crores for the corresponding previous period, a decrease of 29.47%.

The finance cost for the financial year ended 31^st March, 2023 was Rs. 9.56 Crores as against Rs. 8.77

Crores for the corresponding previous period.

The PAT (profit after tax) was Rs. 56.90 Crores for the year ended 31^st March, 2023, as against Rs. 72.88 Crores for the corresponding previous period, a decline of 21.93%.

Resources and Liquidity:

The cash and cash equivalents at the end of 31^st March, 2023 were Rs. 12.55 Crores. The total debt to equity ratio of the Company stood at 0.27 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 formulations and API.

Risk & Concerns:

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

unfavorable 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, Themis Medicare 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.

Interest Rate Risk

The Company has judiciously managed the debt-equity ratio. It has been using a mix of loans and internal cash accruals. Themis Medicare has well

managed the working capital to maintain the overall interest cost at reasonable levels.

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 multinational companies. Themis Medicare 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, our product portfolio and specialized formulation methodologies, coupled with prudent financial and human resources management and better control over costs.

Input Cost Risk

Our profitability and cost effectiveness may be affected due to change in the prices of raw materials, power and other input costs.

opportunities & THREATS Opportunities

India is 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. 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 country also has a large pool of scientists and engineers with a potential to steer the industry ahead to greater heights. Over 80% of the antiretroviral drugs used globally to combat AIDS (Acquired Immune Deficiency Syndrome) are supplied by Indian pharmaceutical firms. India is rightfully known as the "pharmacy of

the world" due to the low cost and high quality of its medicines.

Source: https://www.ibef.ora/industrv/ pharmaceutical-india

Threats

Adoption of cost control policies along with tightening of rules by governments in key markets are expected to affect the growth prospect of the global pharmaceuticals industry. Pharmaceuticals companies are forced to reduce their research and development (R&D) spending due to slowdown of growth in last few years, which is also expected to hamper growth of the global pharma market as new drugs revenue form large part of pharma firm''s revenue due to exclusivity of the drug. Apart from this generics pharma market is facing decreasing return on investment due to price erosion in key markets which is forcing many firms to look for other avenues and markets to sustain growth.

Source: https://www.globenewswire.com/ news-release/2020/01/17/1972092/0/en/ Global-Pharmaceuticals-Industry-Analysis-and-Trends-2023.html

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. This involves the timely and accurate communication of financial and operational information to stakeholders, both internal and external. The company identifies and asses the risks it faces and develop necessary strategies to mitigate or manage those risks.

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 on Indian Pharmaceutical Industry:

The pharmaceutical industry in India is a significant part of the nation''s foreign trade and

offers lucrative potential for investors. Millions of people around the world receive affordable and inexpensive generic medications from India, which also runs a sizable number of plants that adhere to Good Manufacturing Practices (GMP) standards set by the World Health Organization (WHO) and the United States Food and Drug Administration (USFDA).

Among nations that produce pharmaceuticals, India has long held the top spot. 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 such as cardiovascular, antidiabetes, anti-depressants and anti-cancers, which are on the rise.

In addition, the Indian pharmaceutical industry placed a high value on research and development. By expanding its R&D ecosystem and increasing pharmaceutical exports, India has emerged as a global medical giant in 2022. The COVID-19 pandemic has altered public perception of pharmaceutical research. It has demonstrated the significance of investigating novel therapeutic modalities, conducting complex clinical studies, and cultivating specialized knowledge and abilities to navigate the drug research and development process.

According to the EY FICCI report, the Indian pharmaceutical market is expected to reach $130 billion in value by the end of 2030, as there has been a growing consensus on providing new innovative therapies to patients. Meanwhile, the global market for pharmaceutical products is expected to exceed $1 trillion by 2023. This is due in part to the thousands of compounds that are currently in the final stages of clinical development, as well as hundreds of new products that are expected to be approved in 2023 and beyond. This concentration of pharmaceutical products is unusual and has not been seen in over a decade.

India is working to develop a policy framework that includes intellectual property and technology commercialization, government procurement, scientificresearch,education, andskilldevelopment, as well as ease of doing business, regulatory legislation, and tax and financial incentives. These

regulatory changes will allow for additional private-sector investment in pharmaceutical R&D.

Speedy introduction of generic drugs into the market has remained in focus and is expected to benefit the Indian pharmaceutical companies. In addition, the thrust on rural health programmes, lifesaving drugs and preventive vaccines also augurs well for the pharmaceutical companies.

Themis Medicare is prepared to seize the opportunity because to its extensive experience in the field of producing APIs and medicinal formulations. It is present in a number of drug delivery systems and is thinking about extending its portfolio in this area as well.

The long-term market outlook for hospitals in India is stable, with annual revenues likely to grow robustly over the next few years on account of rising domestic demand for healthcare as well as medical tourism.

While metropolitan cities like Delhi, Mumbai, Chennai, and Kolkata host super specialty hospital groups (Apollo, Fortis, Max, etc.) with world class infrastructure, healthcare players are now looking to expand in Tier-2 and Tier-3 cities, such as Nashik (Maharashtra), Indore (Madhya Pradesh), Visakhapatnam (Andhra Pradesh), Jaipur (Rajasthan), Mohali (Chandigarh), Surat (Gujarat), and Dehradun (Uttarakhand).

The hospital industry in India offers huge investment opportunities for both global and domestic investors. At present, there are 582 investment opportunities worth US$32.16 billion in the medical infrastructure sector.

Source: https://www.ibef.org/industrv/ pharmaceutical-india

https://www.livemint.com/companies/news/what-

pharmaceutical-india-has-accomplished-in-2022-

what-to-expect-in-2023-11672160844579.html

Government Initiatives

The government has a role in boosting research and manufacturing capacities, as well as expanding the PLI scheme so that more local manufacturers can access incentives and support needed to play in the API sector. Additionally, the center''s recent decision to make the QR code mandatory on the packaging label of the top 300 drug formulations is a much-needed and well-thought-out step by the government. It will likely curb the sale of spurious

and counterfeit drugs in India.

The Indian Government has taken many steps to reduce costs and bring down healthcare expenses. The National Health Protection Scheme, which aims to offer universal healthcare, the ageing population, the rise in chronic diseases, and other government programmes, including the opening of pharmacies that offer inexpensive generic medications, should all contribute to boost the Indian pharmaceutical industry.

Source: https://www.ibef.ora/industry/ pharmaceutical-india

https://www.livemint.com/companies/news/what-

pharmaceutical-india-has-accomplished-in-2022-

what-to-expect-in-2023-11672160844579.html

As per the Union Budget 2022-23:

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

Rs. 37,000 crore (US$ 4.83 billion) has been allocated to the ''National Health Mission''. Rs. 10,000 crore (US$ 1.28 billion) has been allocated to Pradhan Mantri Swasthya Suraksha Yojana.

The Ministry of AYUSH has been allocated Rs. 3,050 crore (US$ 399.4 million), up from Rs. 2,970 crore (US$ 389 million). In March 2022, under the Strengthening of Pharmaceutical Industry (SPI) Scheme, a total financial outlay of Rs. 500 crore (US$ 665.5 million) for the period FY 2021-22 to FY 2025-26 were announced.

To achieve self-reliance and minimize import dependency in the country''s essential bulk drugs, the Department of Pharmaceuticals initiated a PLI scheme to promote domestic manufacturing by setting up greenfield plants with minimum domestic value addition in four separate ''Target Segments'' with a cumulative outlay of Rs. 6,940 crore (US$ 951.27 million) from FY21 to FY30. Source: https://www.ibef.org/industrv/ pharmaceutical-india

Outlook on Global Pharmaceutical Industry

Global pharmaceutical market is expected to grow in the upcoming years despite recent slowdown in key markets across the globe. The reasons are simple: aging and growing population, rising

income levels, and emerging medical conditions and emergence of new diseases.

The global pharmaceutical industry will worth USD

1.57 trillion by 2023. The growth in this market is predicted on the basis of various factors like market drivers, current and upcoming trends, current growth pattern, and market challenges.

North America is expected to retain its leading position in the global pharmaceuticals market with market share of 45.33% in 2023 improving on its market share compared to 2017. Europe on the contrary is expected to see a decline in its market share compared to 2017 and be worth 20.24% of global pharma industry in 2023.

Asia Pacific pharmaceuticals market is expected to retain its second position with a market share of 24.07% in 2023. Latin America and Middle East and Africa (MEA) are expected to retain 7.53% and 2.96% market share of global pharmaceuticals market in 2023. This growth is fueled by the growing and ageing population in key markets.

As per World Population Prospects by United Nations, the worldwide population is likely to cross 9.3 billion by 2050 and around 21% of this population is expected to be aged 60 and above. Apart from ageing and rising population the improvements in purchasing power and access to quality healthcare and pharmaceuticals to poor and middle-class families worldwide also is driving the growth of global pharma industry.

The active pharmaceutical ingredients (API) market was valued at approximately USD 177.05 billion in 2021, and it is expected to reach USD 258.60 billion by 2027, registering a CAGR of nearly 7.50% during the forecast period 2022-2027. The API market has traditionally been dominated by drugs, such as anti-infectives and diabetes, cardiovascular, analgesics, and pain management drugs. However, as per the R&D trends, the demand is shifting toward developing complex APIs used in novel formulations, targeting niche therapeutic areas. The key factors boosting the growth of the active pharmaceutical ingredients market are the rising drug research and development activities for drug manufacturing, the increasing importance of generics, and the increasing uptake of biopharmaceuticals. However, the unfavourable drug price control policies across various nations and high manufacturing costs are expected to hinder the market''s growth.

The global sales of the critical care drugs market are

projected to grow at a steady CAGR of around 5% to 6% between 2022 and 2032, generating substantial revenues by the end of the forecast period. Growth in the market is attributable to the increasing prevalence of various chronic diseases across the world along with the rising need for better pain management during complex surgeries.

Another aspect, which is leading this growth, is rising focus of pharmaceuticals companies to tap the rare and speciality diseases market. Innovations in advanced biologics, nucleic acid therapeutics, cell therapies and bioelectronics & implantables has attracted investments in the industry by even non-pharma companies like Facebook, Qualcomm etc. which is also driving the global pharmaceuticals industry growth.

Source: https://www.alobenewswire.com/ news-release/2020/01/17/1972092/0/en/ Global-Pharmaceuticals-Industry-Analysis-and-Trends-2023.html

https://www.mordorintelliaence.com/industry-reports/alobal-active-pharmaceutical-inaredien ts-api-market

https://www.futuremarketinsiah ts.com/reports/ critical-care-druas-market

Indian & Global Hospital Sector

The long-term market outlook for hospitals in India is stable, with annual revenues likely to grow robustly over the next few years on account of rising domestic demand for healthcare as well as medical tourism.

While metropolitan cities like Delhi, Mumbai, Chennai, and Kolkata host super specialty hospital groups (Apollo, Fortis, Max, etc.) with world class infrastructure, healthcare players are now looking to expand in Tier-2 and Tier-3 cities, such as Nashik (Maharashtra), Indore (Madhya Pradesh), Visakhapatnam (Andhra Pradesh), Jaipur (Rajasthan), Mohali (Chandigarh), Surat (Gujarat), and Dehradun (Uttarakhand).

The hospital industry in India offers huge investment opportunities for both global and domestic investors. At present, there are 582 investment opportunities worth US$32.16 billion in the medical infrastructure sector.

In recent years, the hospital sector has undergone significant changes due to technological advancements, changes in healthcare policy, and

increasing patient demands. The COVID-19 pandemic has also had a profound impact on the hospital sector, leading to changes in healthcare delivery and a shift towards virtual care.

Despite these challenges, the hospital sector is expected to grow in the future. According to a report by Grand View Research, the global hospital market is projected to reach USD 7.1 trillion by 2028, with a compound annual growth rate (CAGR) of 8.9% from 2021 to 2028. The growing demand for healthcare services, increasing prevalence of chronic diseases, and technological advancements in medical devices and equipment are some of the key factors driving this growth.

Source: https://www.india-briefina.com/news/indias-healthcare-ecosvstem-kev-seaments-market-arowth-prospects-26225.h tml/

Key Developments during the year:

• Central Licensing Authority conveyed a no objection to the Company for manufacturing and marketing a key product, i.e. Diclofenac Injection 75mg/ml which the Company had stopped manufacturing and marketing pursuant to a directive from the State Food and Drug Administration authorities

• Received approval from Drug Controller General of India (DCGI) for import & marketing of Remifentanil 1 mg/2mg Powder for Injection. Remifentanil Hydrochloride is a potent opioid analgesic used for pain management in critically ill patients

• Launched a new product - Lenzetto Global brand of Estradiol Novel Drug Delivery System for treatment of Menopausal symptoms"

• Entered into a partnership to develop NFL-101 with NFL BIOSCIENCES, a biopharmaceutical company developing botanical drugs for the treatment of addictions, the company''s drug candidate for smoking cessation, for the Indian market. Themis Medicare will purchase from NFL Biosciences NFL-101 Active Pharmaceutical Ingredient (API). And NFL will also receive double digit royalties on sales

Company''s Strategy

Company''s focus continuous to be on the Hospital business and expand its presence throughout the country. We see many opportunities in the hospital business backed by a strong product offering. TML is among top 3 players in the country and offers complete range of products for Anesthesia which is favorable for Hospital business. Critical care and Intensive care are other divisions in the Hospital business which forms part of the long term growth strategy.

For API, currently, three products are in validation, which are expected to go into commercial production by second half of this year. With strong R&D pipeline, the Company is confident to take two exhibit batches per quarter of current financial year and typically it takes about six months for exhibit batch or validation batch to reach commercial launch. Forward integration of in-house APIs is also implemented in certain important FDFs to be used in Hospital business.

As part of our strategy to concentrate on both the API and the Hospital Business, the Company recently demerged and transferred the API segment of the Company, including both the API production facilities, to a 100% owned subsidiary company, Themis Lifestyle Private Limited.

Outlook

Over the next five years, India''s medical spending is expected to increase by 9-12%, making it one of the top 10 countries in the world. The ability of company to orient its product portfolio towards chronic therapies for diseases like cardiovascular, anti-diabetes, anti-depressants, and anti-cancers, which are on the rise, will also play a role in future domestic sales growth. The quick entry of generic medications into the market has remained a priority and is anticipated to help the company.

A lot of opportunities are foreseen in the hospital business backed by strong product offering. Themis''s expertise in Anaesthesia makes it one of the top players in the country and a complete range of portfolio gives the company an additional benefit for entering the hospital segment. Other segments of the hospital business where TML has a presence and is expanding, including critical care and intensive care, are included

in the long-term growth strategy. The company has also planned few new product launches to make sure a complete product portfolio for generics support its incremental penetration into the Hospitals.

The Company is also infusing CapEx towards R&D to enhance capabilities by adding more skilled manpower to the existing team, establishing new R&D lab at Baroda and making investments in Hyderabad facility.

The Indian API (Active Pharmaceutical Ingredient) market is expected to grow at a compound annual growth rate (CAGR) of around 8-9% between 2021 and 2026. This growth can be attributed to factors such as increasing demand for generic drugs, rising prevalence of chronic diseases, and the government''s initiatives to promote domestic manufacturing of APIs. Themis Medicare will continue on investing in the R&D facility for in-house API development, which will help the business to reach new heights. Three products under API segment are currently undergoing validation and should enter commercial production by the second half of this year.

As part of its recent strategy, change to focus more on the hospital business, the board recently decided to demerge and transfer the company''s API sector, including both API production facilities, to a 100% owned subsidiary company, Themis Lifestyle Private Limited. The company will be able to strategically focus on both the API and the Hospital Business by doing this.

Due to its considerable experience in the field of creating APIs and pharmaceutical formulations, Themis Medicare is prepared to take advantage of the opportunity prevailing in the Indian Pharmaceutical sector. It is present in many drug delivery systems and is considering expanding its product line in this sector as well.

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

In the previous fiscal year, FY22, the Company experienced a notable order directly influenced by the Covid pandemic within the hospital segment. Therefore, when reviewing the financials for the current year under consideration, it is essential to consider the impact of this extraordinary order.

The consolidated Net Profit after Tax decreased by 22.16% compared to previous year. The production capacity was utilized to the maximum level during the year.

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

The core of the Human Resource philosophy at Themis Medicare 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 31st March, 2023 the total employee strength was 996.

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)	150 days	93 days
2	Inventory Turnover (in days)	213 days	150 days
3	Interest Coverage Ratio	7.16 : 1	10.57 : 1
4	Current Ratio	1.71 : 1	1.76 : 1
5	Debt Equity Ratio	0.37 : 1	0.38 : 1
6	Operating Profit Margin (%)	19%	23%
7	Net Profit Margin (%)	12%	16%

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 (%)	17%	29%

7. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, collaborators, employees, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

---

Mar 31, 2018

The Members,

Themis Medicare Limited

The Directors take pleasure in presenting the 48^th Annual Report along with the Audited Financial Statements for the financial year ended 31^st March, 2018. The Company operates only in one business segment viz., "Pharmaceuticals" and this report covers its Pharmaceutical business performance.

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 laths)

Particular	2017-18	2016-17
Income	21,474.20	22,904.90
Less: Expenses	20,534.53	21,265,16
Profit/ (Loss) before tax	939.67	1,639.74
Deferred tax	10.18	160.44
Profit after Tax	929.49	1,479.30
APPROPRIATION
Final Dividend	-	-
Tax on distribution of dividend	-	-
Transfer to General Reserve	-	-
Balance carried to Balance sheet	929.49	1,479.30

b. OPERATIONS:

The Company continues to be engaged in the activities pertaining to manufacturing of pharmaceutical products, especially in Formulation and API activity.

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

c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, the Company had entered into a Joint Venture Agreement (JVA) with Well Medical Limited (UK) and in pursuance of the said JVA, a Joint Venture Company in the name and style of Crapo Medical Limited was incorporated in the United Kingdom (UK)., Wherein Themes Medicare Limited and Well Medical Limited (UK) hold 90% and 10% of the share capital respectively.

As on the last day of the financial year, the Company had two non material subsidiaries namely, Artemis Biotech Limited and Themis Lifestyle Private Limited and two Joint Venture Companies namely, Richter Themis Medicare (India) Private Limited and Crapo Medical Limited (UK).

The performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended 31^st March,

2018 in Form AOC-1 is attached and marked as Annexure - I and forms part of this Report.

d. DIVIDEND:

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

e. TRANSFER TO RESERVES:

Your Board has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year has been carried forward to the Statement of Profit and Loss.

f. REVISION OF FINANCIAL STATEMENT:

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

g. DEPOSITS:

Except for unclaimed deposits of Rs,3.20 lakhs, the Company does not have outstanding deposits from public. The Company has repaid outstanding deposits from Directors and Promoter Members for which the Humble Company Law Board, Regional Bench, Mumbai, had allowed repayment on or before 31.03.2018 on the original terms & conditions of deposits. Your Company has not accepted any deposits falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

h. 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.

k. COMMENTS OF THE BOARD ON AUDITORS'' REPORT:

i. Observations of Statutory Auditors on Accounts for the year ended 31^st March, 2018: 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, 2018.

ii. Secretarial Audit Report for the year ended 31^st March, 2018: Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from a Practicing Company Secretary. M/s. Shirish Shetye and Associates, 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. Shirish Shetye and Associates, Practicing Company Secretaries in Form MR-3 for the financial year 2017-18 forms part of this report. The Secretarial Audit Report does not contain any Qualifications/observations/ adverse remarks. The Secretarial Audit Report is annexed herewith as Annexure - III.

l. Particulars OF LOANS, Guarantees, INVESTMENTS AND Securities:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

m. Particulars OF CONTRACTS OR

ARRANGEMENT WITH RELATED PARTIES:

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm''s length basis and in the ordinary course of business. All related party transactions are placed for the approval before the Audit and Risk Management Committee and also before the Board wherever necessary in compliance with the provisions of the Act and Listing Regulations. The Audit & Risk Management Committee had granted omnibus approval for Related Party Transactions as per the provisions contained in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, the Company has not entered into any contracts/ arrangements/transactions with related parties which could be considered material

In terms of Special Resolution passed by members of the Company in Extra Ordinary General meeting held on 10^th June, 2016, the Company had issued and allotted 1,25,000 Equity Shares upon conversion of Warrants at the rate of Rs,500/- consisting of Rs,10/- as Face value and Rs,490/- as Premium, in accordance with SEBI (ICDR) Regulations, 2009. The said Warrants were issued subjected to the condition that an amount equivalent to at least 25% of the price shall become payable on or before the date of allotment of warrants and balance amount shall be paid before Conversion of warrants into equity shares.

The Company had raised Rs,468.75 lakhs through preferential issue as the balance amount of Rs,375/- per share was paid upon conversion of 1,25,000 warrants into Equity Shares allotted to promoters during the year.

i. 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 Companies Act, 2013 that they are not otherwise disqualified to be Independent Directors and meet the criteria of independence laid down in Regulation 25 of the Listing Regulations. 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.

j. STATEMENT UNDER SECTION 178:

Your Company has Constituted Nomination and Remuneration Committee as well as Stakeholders Relationship Committee as provided under section 178(1) of the Companies Act, 2013. 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. In view of inadequacy of profits, remuneration is being paid to Managing and Whole time Directors in line with Schedule V of the Companies Act,

2013 as also only sitting fees are paid to other Directors for attending Board and Audit and Risk Management Committee meetings at present. Nomination and Remuneration Policy as formulated under Section 178(3) of the Companies Act, 2013 is annexed as Annexure - II and forms part of this Report.

q. 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.

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

As per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable Regulations, details of equity shares issued under Employees Stock Option Scheme during the financial year under review is furnished in Annexure - IV attached herewith which forms part of this Report.

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

The provisions of Section 67(3) as well as disclosure under rule 16(4) of Companies (Share Capital and Debentures) Rules 2014 are not applicable in respect of Equity shares allotted against ESOPs granted to employees.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes took place in the Board Composition and Key Managerial Personnel:

Mr. Prakash D. Naringrekar ceased to be associated with the Company as Company Secretary on attaining the age of superannuation with effect from close of office hours on 30^th June, 2017. The Board places on record its appreciation for the services rendered by Mr. Prakash D. Naringrekar during his tenure as Company Secretary of the Company.

Mr. Sangameshwar Iyer was appointed as the Company Secretary and Compliance Officer of the Company w.e.f 21^st August, 2017. Upon such appointment, Mr. Sangameshwar Iyer is considered as 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. Sangameshwar Iyer, is a Qualified Company Secretary & Law Graduate with an extensive experience of over 2 decades in Company Secretarial & Legal functions in various

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 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.themismedicare.com/wp-content/uploads/2015/08/Related-Party-Policy.pdf

n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by your Company are adequate. 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.

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

Internal Audit function of the Company is carried out through Independent Chartered Accountants Firms to test and verify the Company''s Internal Control System. The Company''s assets are adequately safeguarded against significant misuse or loss. The Company has in place, adequate Internal Financial Controls with respect to maintenance of accounting records and financial transactions. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

There are no orders passed by the regulators or courts or Tribunals for/or against the Company during the year under review.

p. 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 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 is furnished.

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

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES a. BOARD MEETINGS:

A calendar of regular meetings was prepared and circulated in advance to the Directors. Pursuant to the provisions of the Companies Act, 2013 and rules made there under, the Board met seven (7) times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. 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 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, 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 ;

types of companies, both in the manufacturing and service sector.

Dr. Gabor Glacis, ceased to be a Director of the Company on account of vacation of his office as Director of the Company pursuant to Section 167(1)(b) of the Companies Act, 2013 with effect from 27^th March, 2018.

Dr. Gabor Glacis was appointed as an Additional Director by the Board with effect from 27^th March, 2018, as a representative of Gideon Richter Plc, Hungary, Joint Venture Partners of the Company. Dr. Gabor Glacis holds office up to the ensuing Annual General Meeting of the Company and is eligible for appointment as Director in compliance with Section 160 of the Companies Act, 2013. A brief profile of Dr. Gabor Glacis is given in the Notice convening the Annual General Meeting. The Company has received notice under Section 160 of the Companies Act, 2013 from a member company signifying its intention to propose the candidature of Dr. Gabor Glacis for the office of Director. The Board recommends to the members the appointment of Dr. Gabor Glacis as a Director in the ensuing Annual General Meeting of the Company.

The office of Mrs. Reena S. Patel, an Alternate Director to Mr. Lajos Kovacs, got vacated on arrival of Mr. Lajos Kovacs in India on 27^th March, 2018 in accordance with the provisions of second proviso to section 161(2) of the Companies Act, 2013.

Mrs. Reena Patel was appointed as an Alternate Director to Mr. Lajos Kovacs to attend Board meetings of the Company during his absence with effect from 30^th March, 2018.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rajneesh K. Anand (DIN 00134856), Non - Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends to the members the appointment of Mr. Rajneesh K. Anand as a Director in the ensuing Annual General Meeting (AGM) of the Company.

In accordance with the provisions of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (effective from April 1, 2019), approval of members is sought through Special Resolution for continuation of Mr. Homerun Dhanrajgir (DIN : 00004006) as Director of the Company, who has already attained the age of Seventy-five years.

Necessary resolutions for the appointment/

f. 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.

The composition of the CSR Committee of the Company is as under:

i. Mr. Humayun Dhanrajgir, Chairman of the Committee,

ii. Mr. H. Subramaniam, Member and

iii. Dr. Sachin D. Patel, Member

The Company has formulated policy for CSR activities and is placed on the website of the Company at http://www.themismedicare.com/ wp-content/uploads/2016/12/CSR-Policy.pdf

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

In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the financial year 2017-18, the Company has spent two percent of the average net profits of the Company during the three immediately preceding financial years. The detailed information on CSR activities are provided in the Annual Report on CSR activities.

g. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

The Board of Directors at its meeting held on 27^th March, 2018 has 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations"). The performance of the Board was evaluated by the Board with the help of inputs received from all the Directors on the basis of the criteria such as the Board Composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board with the help of inputs

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, 2018:

i. Audit and Risk Management Committee

ii. Stakeholders Relationship Committee

iii. Nomination and Remuneration Committee

iv. Corporate Social Responsibility Committee The details with respect to the aforesaid Committees forms part of the Corporate Governance Report.

d. VIGIL MECHANISM POLICY/ WHISTLE BLOWER 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 and Risk Management Committee.

The said Policy is available on the website of the Company at http://www.themismedicare.com/ wp-content/uploads/whistle-blower-policy.pdf The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

e. RISK MANAGEMENT:

We have an integrated approach to managing risks inherent in various aspect of our business. The Audit and Risk Management Committee and the Board discuss various aspects involved in Business risks to the Company and the manner to mitigate the same.

received from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The Board concluded that all Board Committees were discharging its functions effectively.

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 of Executive Directors and 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 an 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.

Also, the Company had provided facility of performance evaluation to Directors on online platform for convenience of the Board members.

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

The ratio of the remuneration of each Director to the median remuneration of the employees

of the Company for the financial year under review has been marked as Annexure - VI.

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

None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company is in receipt of remuneration/ commission from the Holding or Subsidiary Company of the Company.

4. AUDITORS'' REPORTS:

a. APPOINTMENT OF AUDITORS:

M/s. R. P. Sardar & Co., Chartered Accountants (FRN - 109273W), the Statutory Auditors of the Company, were appointed by the members at the 47^th Annual General Meeting (AGM) to hold such office till conclusion of the 52^nd AGM subject to ratification of their appointment by the members at every intervening AGM held after 47^thAGM.

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. R. P. Sardar & Co., Chartered Accountants (FRN - 109273W), will continue to hold office till conclusion of the 52^nd AGM and their appointment will not be subject to ratification by the members at every intervening AGM held after 47^th AGM.

b. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors on recommendation of the Audit and Risk Management Committee, appointed M/s. B. J. D. Nanabhoy & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2018-19 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

are appearing in the Notice convening the 48^th AGM of the Company.

5. 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

- VII 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 - VIII which forms part of this Report.

c. CORPORATE GOVERNANCE:

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

d. PREVENTION OF SEXUAL HARASSMENT:

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

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

6. MANAGEMENT DISCUSSION & ANALYSIS:

(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 demonetization 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. :

Pharma business being associated with basic human needs, introduction of newer and cost effective medicines in different therapeutic groups provides maximum opportunities in a densely populated country like India.

The share of generic drugs is expected to continue increasing; Due to their competence in generic drugs, growth in this market offers a great opportunity for Indian firms. Generic drug market is expected to grow in the next few years with many drugs going off-patent in the US and other countries.

With 70 per cent of India''s population residing in rural areas, pharmacy companies have immense opportunities to tap this market. Demand for generic medicines in rural markets has seen a sharp growth. Various companies are investing in the distribution network in rural areas. Availability of sub-standards products in the market, fierce competition as well as Government intervention in the pricing policies are major threats to the business stability for a relatively small size Company like ours. However,

the management is taking all necessary steps and continuously adopting strategies not only to stand in the market but to perform impressively under the current scenario. Your Company''s strong foothold on R&D has contributed for introduction of many new products over the years. The present thrust in mainly in introduction of marketing of differentiated injectables in India and abroad.

Indian pharmacy companies will face competition from big pharmacy 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 operates in a single segment

i.e. Pharmaceuticals. However, the Company has given more thrust for last many years on Formulations SKUs as compared to API. The results of the Company under review also depict that Formulation business has grown at a much faster rate than APIs.

(d) Outlook: Duet the price cuts on various products, and temporary impact of demonetization and GS T, the growth of Indian Pharmaceutical Market was muted in the financial year 2017-18. The market research reports indicate that the Indian Pharmaceuticals Market is expected to continue to grow at about 9% per annum over the next five years. Your Company''s capabilities are in introduction of new and differentiated pharmaceutical formulations. Fully aware of its strength, the Company is going ahead with hand holding strategy with Indian and International Pharmaceutical majors. This strategy has paid well in the recent past with introduction of the differentiated Pain management injections with support of an international major pharmacy company in India. The Company is also finding new avenues in the international market also and the work in this area is in advanced stage. Your Company will continue to work on productivity enhancement and efficiencies in supply chain management.

(e) Risks and concerns. The business of your Company is also exposed to few risks.

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 reduce margins of the Company. The proposed Pharmaceutical Policy, 2017 has stricter requirements and compliances which will require the Company to change some of its processes. This may enhance the cost of operations.

The proposal on prescription of products only by generic name, without mentioning the brand name may change the way the pharmaceutical products are promoted in India. In case of implementation of this proposal, the Company will have to rework its promotional strategies. Risks, liabilities and losses are part and parcel of any industry and need to be tackled through well forecasted strategies and actions. To mitigate and avoid risks in the current scenario, the Company is focusing on shifting API to Formulation business and also improving its market access for the existing products.

Besides, the risks in Domestic market there are various risks in the International markets as well, an important one being regulatory risk, Plant inspections, vendor approvals, etc.

(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. Internal Financial Control Audit is also conducted on continuous basis to plug the loop holes in the system, if any. 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 on expected lines. Shift of business focus to Formulation activity has started showing positive operational performance results. The financial performance is getting improved due to better margins, control over cost as well as reduction of interest cost in view of repayment of term loan installments and Public Deposits. Your Company has wiped off past losses and expects to continue with good operational results in the years to come.

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

The core of the Human Resource philosophy at Themes is empowering human resources towards achievement of Company aspirations. The overall industrial relations atmosphere continued to be cordial. Your Company has a diverse mix of youth and experience which nurtures the business. As on March 31, 2018 the total employee strength was 1229. Our objective to build organizational capability through skill development across levels ensures that we invest in training and enhancing people skills in line with the dynamic business needs. In our Endeavour to be employee centric, your Company revamped existing HR policies to be more people friendly and offered them a better work life balance. We continued to rely on technology to reach out to employees and improve efficiencies by automating policies and work flows. During the current year, HR would focus on enabling change to deliver the desired business outcomes. The objective is to create an HR organization focusing on responding to business challenges of tomorrow.

7. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, collaborators, employees, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board of Directors

SD/- SD/-

Dr. Sachin D. Patel Mr. H. Dhanrajgir

Managing Director & CEO Independent Director

DIN - 00033353 DIN - 00004006

Place: Mumbai

Dated: 9^th May, 2018

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 44th Annual Report together with the Audited Statement of Accounts for the 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 Financial Year 2014-15 and subsequent years.

FINANCIAL RESULTS

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

(Rs. in lacs)

PARTICULARS 2013-14 2012-13

Profit/(Loss) before

Depreciation and tax 712.38 (277.07)

Less: Depreciation 598.20 574.61

Profit/(Loss) before Tax 114.18 (851.68)

Less : Provision for Taxation

Current Tax - -

Deferred Tax 38.93 39.06

Profit/(Loss) after Tax 153.11 (812.62)

Add/ (Less): Net Adjustments in respect of earlier years. - -

Excess/(short) Provision for tax in respect of earlier years - -

Balance brought forward from previous year (3392.41) (2579.79)

Amount available for appropriation (3239.30) (3392.41)

Less: Final Dividend - -

Less: Dividend Tax - -

Less: Transfer to General Reserve - -

Balance carried forward (3239.30) (3392.41)

REVIEW OF OPERATIONS:

Sales/ Income from operations at Rs. 16799 Lacs, increased by 15.50% as compared to the previous year''s sale of Rs. 14545 Lacs. Your Company has recorded profit of Rs. 153.11 Lacs as against loss of Rs. 812.62 Lacs in the previous year.

BUSINESS ACTIVITIES

Your Company has posted higher topline (turnover) and bottomline (Net profit) during the year under consideration when compared to previous year. This was possible with increase in Formulation Business Activity and reduced dependence on API Activity. As is well known contribution from formulation business is always more than API Activity. With this shift, Company could turn the bottomline picture substantially.

CURRENT OUTLOOK

Your Company has changed its business strategy from API to Formulations. During the coming years, barring unforeseen circumstances, the outlook of Formulation business in India & overseas look promising. The Company has signed agreements for supply of its research based products with pharma majors in India & abroad. The Company expects this change in strategy to yield fruits in the coming years.

The cash losses suffered in 2012 and 2013 has made a major dent on the current business activities of the Company and severe stress is witnessed on the working capital requirements. Your Company is re- aligning its assets as well as long term loans so that interest burden is in line with industry norms.

With all the above measures, your Board expects to show better results in years to come.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Board has obtained Directors Responsibility Statement as on 31st March, 2014 u/s 217(2AA) of the Companies Act, 1956 (corresponding to Section 134(3) (c) of the Companies Act, 2013) from all the Directors. The said statements were taken on record by the Board at its meeting held on 1st April, 2014.

In view of the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state that in preparation of the Annual Accounts for the year ended 31.03.2014 :-

i) The applicable accounting standards have been followed by the Company.

ii) The accounting policies adopted and applied consistently, in the opinion of the Directors are reasonable and prudent and gives true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review.

iii) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) Accounts have been prepared on a going concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Dr. Laszlo Kovacs, director of the Company will retire by rotation at the forthcoming Annual General Meeting who is eligible for re-appointment.

The Independent Directors of the Company viz.

1. Mr. Hariharan Subrahmaniam who was appointed as an Additional Director (being Independent Director) at the Board Meeting held on 10th February, 2014.

2. Ms. Dharmishta Raval who was appointed as an Additional Director (being a woman Director) at the Board Meeting held on 06th August, 2014.

However, as per provisions of the Companies Act, 2013, the Independent Directors are required to be appointed by shareholders for a term upto five consecutive years and they are not be liable to retire by rotation. Mr. H. Subrahmaniam and Ms. Dharmishta Raval seek appointment as regular Directors of the Company. The Company has received notices from members proposing the candidature of Mr. Hariharan Subrahmaniam and Ms. Dharmishta Raval, as regular Director together with requisite deposit under section 160(1) of the Companies Act, 2013.

DIVIDEND:

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

CONVERSION OF WARRANTS:

In the Board Meeting held on 15th January, 2014, 400000 Equity shares were allotted on conversion of optionally fully convertible warrants, having a lock in period of three years with effect from 15/01/2014 to 14/01/2017 as per Regulation 78 of SEBI (ICDR) Regulations, 2009 and amendments thereof.

EMPLOYEES STOCK OPTION SCHEME:

Remuneration & Compensation Committee of the Board granted 1,33,000 Options to 34 employees and 4 Directors on 31st July 2012. The Options were granted at Rs 77.85 per option/share at the prevailing market price at the time of grant. Options will vest over a period of 3 years

So far none of the employees have exercised the stock option.

SUBSIDIARIES:

During the year under review, there were no business transactions in the Subsidiary Companies.

CONSOLIDATED ACCOUNTS:

Consolidated accounts are prepared and submitted to you consisting of your Company''s 49% interest in a Joint Venture Company.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a detailed Report on Corporate Governance is annexed to this Report.

MANAGEMENT DISCUSSION & ANALYSIS:

* Operational Overview

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.

FIXED DEPOSITS:

During the year your Company has not accepted/ renewed any Public Deposits in terms of section 58A of the Companies Act, 1956 and Acceptance of Deposit Rules, 1975. The Company does not have any unpaid deposits as at 31st March, 2014.

AUDITORS:

M/s. M. T. Ankleshwaria & Co., Chartered Accountants retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Members are requested to appoint the Auditors.

LABOUR:

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

GENERAL:

Statement giving particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1) (e) of the Companies Act, 1956 is annexed.

PARTICULARS OF EMPLOYEES:

None of the employee was in receipt of remuneration of more the prescribed limits. Hence the information required u/s 217(2A) of the Companies Act, 1956 is not given.

AUDITORS REMARKS:

As regards remarks in the Auditors'' Report, the notes wherever referred to, are self-explanatory.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to thank the Company''s Bankers, Medical Profession, Foreign collaborators and Trade for their continued co- operation and patronage. The Directors also wish to record their appreciation to Company''s personnel at all levels for their dedication, commitment and hard work.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

H.N. SINOR CHAIRMAN

Place: MUMBAI. Dated: 11th August, 2014

---

Mar 31, 2013

The Directors have pleasure in presenting the 43RD Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The results for the year ended 31st March, 2013 are summarized below: (Rs. in lacs) PARTICULARS 2012-13 2011-12

Profit/(Loss) before

Depreciation and tax (277.07) (2942.81)

Less: Depreciation 574.61 508.02

Profit/(Loss) before Tax (851.68) (3450.83)

Less : Provision for Taxation

Current Tax

Deferred Tax 39.06 16.57

Profit/(Loss) after Tax (812.62) (3467.40)

Add/ (Less): Net Adjustments in respect of earlier years.

Excess/(short) Provision for tax in respect of earlier years

Balance brought forward from previous year (2579.79) 887.61

Amount available for appropriation (3392.41) (2579.79)

Less: Final Dividend

Less: Dividend Tax

Less: Transfer to General Reserve

Balance carried forward (3392.41) (2579.79)

OPERATIONS:

Sales/ Income from operations at Rs.14545 lakhs, increased by 6% as compared to the previous year''s sale of Rs.13775 lakhs. Your Company has recorded loss of Rs. 812.62lakhs as against loss of Rs. 3467.40 lakhs in the previous year.

BUSINESS ACTIVITIES

Your Company had witnessed steady growth in the Formulation business as compared to last year. This

year Company has managed to curb losses substantially. API business of the Company has succeeded to stabilize itself in the field of production and performance. Your Company also look forward to commence it''s business with new entrants like Novartis, ASPEN group etc., which will assure business for long term.

CURRENT OUTLOOK

Your Company has started giving major thrust on Formulation business during the year. A Licensing cum Supply Agreement is already entered into with one of the major international Pharma Company i.e. Novartis India Ltd. The supply expected to commence by middle of the financial year 2013-14.

Further negotiations are at final stage for export of Companies research products overseas, especially the fast growing African markets.

After the drop on domestic formulation business witnessed during the last 2 financial years, the current year''s outlook is promising on the backdrop of market discipline as well as introduction of specialty division and institutional Business.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In view of the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state that in preparation of the Annual Accounts for the year ended 31.03.2013 :- i) The applicable accounting standards have been followed by the Company.

ii) The accounting policies adopted and applied consistently, in the opinion of the Directors are reasonable and prudent and gives true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review.

iii) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) Accounts have been prepared on a going concern basis.

DIVIDEND:

In view of losses incurred no dividend is recommended by the Directors for the year under review.

EMPLOYEES STOCK OPTION SCHEME:

Remuneration & Compensation Committee of the Board granted 1,33,000 Options to 34 employees and 4 Directors on 31st July 2012. The Options were granted at Rs 77.85 per option/share at the prevailing market price at the time of grant. Options will vest over a period of 3 years

The particulars as required under clause 12 of SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, are annexed.

SUBSIDIARIES:

There were no business transactions in the subsidiary Companies during the year under review.

CONSOLIDATED ACCOUNTS :

Consolidated accounts are prepared and submitted to you consisting of your Company''s 49% interest in a Joint Venture Company.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is annexed to this Report.

DIRECTORS:

In terms of Articles of Association of the Company as well as the requirements of the Companies Act, 1956, Mr. Humayun Dhanrajgir and Mr. Vijay Agarwal retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint directors retiring by rotation.

FIXED DEPOSITS:

During the year your Company accepted Public Deposits in terms of section 58A of the Companies Act, 1956 and Acceptance of Deposit Rules, 1975. The Company does not have any unpaid deposits as at 31st March, 2013.

AUDITORS:

M/s. M. T. Ankleshwaria & Co., Chartered Accountants retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Members are requested to appoint the Auditors.

LABOUR:

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

GENERAL:

Statement giving particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 is annexed.

PARTICULARS OF EMPLOYEES:

None of the employee was in receipt of remuneration of more than Rs. 60 Lakhs p.a. (Rs.5 Lakhs p.m) Hence the information required u/s 217(2A) of the Companies Act, 1956 is not given.

AUDITORS REMARKS:

As regards remarks in the Auditors'' Report, the notes wherever referred to, are self-explanatory.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to thank the

Company''s Bankers, Medical Profession, Foreign collaborators and Trade for their continued co-operation and patronage. The Directors also wish to record their appreciation to Company''s personnel at all levels for their dedication, commitment and hard work.

For and on behalf of the Board of Directors

H. N. Sinor

Chairman

Place: MUMBAI.

Dated: 15th May, 2013

---

Mar 31, 2011

The Directors have pleasure in presenting the 41st Annual Report together with the Audited Statement/ of Accounts for the year ended 31st March, 2011.

Financial Results

The results for the year ended 31st March, 2011 are summarized below:

(Rs. in lacs)

Particulars 2010-11 2009-10

Profit / (Loss)before Depreciation and tax 1537.00 2311.42

Less: Depreciation 513.60 522.00

Profit / (Loss) before Tax 1023.40 1789.42

Less: Provision for Taxation Current Tax (MAT) - - Deferred Tax (15.05) (17.56)

Profit / (Loss) after Tax 1038.45 1806.98

Add/ (Less): Net Adjustments in respect of earlier years. (24.71) (5.15)

Excess/(short) Provision for tax in respect of earlier years - 64.67

Balance brought forward from previous year 455.08 (828.85)

Amount available for appropriation 1468.82 1037.65

Less: Final Dividend 241.52 241.52

Less: Dividend Tax 39.69 41.05

Less: Transfer to General Reserve 300.00 300.00

Balance carried forward 887.61 455.08

Operations:

Sales / Income from operations at Rs.23971 lakhs, increased by 9.68% as compared to the previous years sale of Rs.21855.54 lakhs. Your Company has recorded profit after tax and prior years adjustments Rs 1013.74 lakhs as against profit of Rs. 1866.50 lakhs in the previous year.

Business Achievements / Developments

- The year witnessed substantial shift in ratio of business activities from API to Formulation, the latter contributing 43% of the turnover against 31% in the previous year.

- Within Formulation business domestic trade business increased by 64% and co-marketing by 56%.

- Your Company continued its philosophy of introduction of new research based products in various therapeutic segments. We abide by this philosophy and will continue with same strength in coming years also.

- During the year your Hyderabad manufacturing facility was conferred with EUGMP accreditation.

Directors Responsibility Statement:

In view of the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state that in preparation of the Annual Accounts for the year ended 31.03.2011:-

i) The applicable accounting standards have been followed by the Company.

ii) The accounting policies adopted and applied consistently, in the opinion of the Directors are reasonable and prudent and gives true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) Accounts have been prepared on a going concern basis.

Details of Directors seeking appointment / re-appointment at the 41st Annual General Meeting pursuant to Clause 49 of the Listing Agreement.

Name of the Director Dr. Lazlo Kovacs Mr. Erik Bogsch

Date of Birth 14.02.1944 31.10.1947

Date of appointment 09.08.2008 09.12.2009

Expertise in specific International R & D functional areas Commerce and Management & Marketing Manufacturing

Qualifications Ph.D. in Chemical Economic Science Engineer

List of Companies - - (Excluding foreign and private Ltd. Companies) in which outside Directorship held as on 31st March, 2011

Chairman / Member - - of the Committees of the Board of the Companies on which he is a director as on 31st March 2011.

Name of the Director Mr. Hoshang N. Sinor

Date of Birth 05.12.1944

Date of appointment 09.12.2009

Expertise in specific Banking & Finance at Senior Management Level functional areas

Qualification B.Com LLB

list of Companies 1. 3i Infotech Ltd. (Excluding foreign 2. ICICI Venture Funds Management Company Ltd and private Ltd. 3.ICICI Lombard General Insurance Company Ltd. Comapnies) in which 4.CRISIL outside Directorship 5.Sahara India Financial Corporation Ltd held as on 6.Tata Capital Ltd. 31st March,2011 7.Tata Motor Finance Ltd. 8.Tata Investments Corporation Ltd. 9.Zorastrian Cooperative Bank Ltd. 10.Tata Capital Financial Services Ltd.

Chairman/Member 1. Chairman of the Committees Audit Committee: of the Board of the a. CRISIL Companies on which he b. Tata Investment Corporation Ltd. is a director as on c. Zorastrian Cooperative Bank Ltd^ 31st March 2011 d. Tata Motor Finance Ltd.

2. Membership

Audit Committee:

a. ICICI Venture Funds Management Company Ltd.

b. ICICI Lombard General/Insurance Company Ltd

c. Sahara India Financial Corporation Ltd.

d. Tata Capital Ltd.

e. Themis Medicare Ltd.

DIVIDEND :

Your Directors have recommended a dividend of 30% (Previous year - 30%) which will absorb Rs 241.52 lakhs and Rs 39.69 lakhs towards Dividend tax.

SUBSIDIARIES :

During the year under review a Private Ltd Subsidiary Company in the name and style of Themis Lifestyle Pvt. Ltd was incorporated on 3rd November, 2010 and another Public Ltd Subsidiary Company in the name and style of Artemis Biotech Ltd. was incorporated on 14th January 2011. However there are no business transactions in the subsidiary Companies till 31st March, 2011.

CONSOLIDATED ACCOUNTS :

As required by Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is annexed to this Report.

CORPORATE GOVERNANCE :

As required by Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is annexed to this Report.

DIRECTORS :

- Shri. Shantilal D. Patel - Chairman Emeritus left for his heavenly abode on 22nd February, 2011. Shri Shantilal Patel, a pioneer in Indian Pharmaceuticals Business was the promoter / founder of Themis Medicare Ltd and was associated with the company right from its inception. He always guided and supported the management, staff and workers with his vast experience to grow the business of the Company to its present level. The Board places on record its sincere appreciation for the yeomen services rendered by him.

- At the Board Meeting held on 3rd May, 2011, Mrs. Jayshree D. Patel Whole Time Director requested the board to relieve her from the present responsibilities, due to personal reasons. The Board, with much reluctance, agreed to relieve her as a Whole Time Director, however made a request to her to guide the Company as a Consultant. The Board places on record the contribution made by Mrs. Jayshree D. Patel during her tenure as a Whole Time Director.

- In terms of Articles of Association of the Company as well as the requirements of the Companies Act, 1956, Dr. Laszlo Kovacs, Mr. Erik Bogsch and Shri Hoshang N. Sinor who retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Members are requested to appoint directors retiring by rotation.

- The Company has made applications to the Central Government for waiver of excess remuneration paid to Dr. Dinesh Patel (for the year 2008-09 & 2009-10), Mrs. Jayshree D. Patel and Dr. Sachin D. Patel (for the year 2009-10.) Further for the year under review similar application is being made for waiver of excess remuneration paid due to inadequacy of profits.

MANAGEMENT DISCUSSION & ANALYSIS: Operational Overview

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.

FIXED DEPOSITS :

During the year your Company accepted Public Deposits in terms of section 58A of the Companies Act, 1956 and Acceptance of Deposit Rules, 1975. The Company does not have any unpaid deposits as at 31st March, 2011

AUDITORS :

M/s. M. T Ankleshwaria & Co., Chartered Accountants retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Members are requested to appoint the Auditors.

LABOUR :

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

GENERAL :

Statement giving particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 is annexed.

PARTICULARS OF EMPLOYEES:

Particulars of employees as contemplated under Section 217(2A) of the Companies Act, 1956 is attached as Annexure I to this report.

AUDITORS REMARKS:

As regards remarks in the Auditors Report, the notes wherever referred to, are self-explanatory.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to thank the Companys Bankers, Medical Profession, Foreign collaborators and Trade for their continued co- operation and patronage. The Directors also wish to record their appreciation to Companys personnel at all levels for their dedication, commitment and hard work.

For and on behalf of the Board of Directors

H. N. Sinor Chairman

Place: MUMBAI. Dated: 3rd May, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 40th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

Financial Results

The results for the year ended 31st March, 2010 are summarized below: (Rs in lacs)

Particulars 2009-10 2008-09 Profit / (Loss)before Depreciation and tax 2311.42 (427.33) Less: Depreciation 522.00 509.98 Profit / (Loss) before Tax 1789.42 (937.31) Less: Provision for Taxation Current Tax (MAT) Fringe Benefit Tax - 32.17 Deferred Tax (17.56) 49.98 Profit / (Loss) after Tax 1806.98 (1019.46) Add/ (Less): Net Adjustments in respect of earlier years. (5.15) (18.91) Excess/(short) Provision for tax in respect of earlier years 64.67 Balance brought forward from previous year (828.85) 209.52 Amount available for appropriation 1037.65 (828.85) Less: Final Dividend 241.52 - Less: Dividend Tax 41.05 - Less: Transfer to General 300.00 - Reserve Balance carried forward 455.08 (828.85)

Operations:

Sales / Income from operations at Rs. 21855.54 lakhs, increased by 6.08% as compared to the previous year’s sale of Rs.20603.65 lakhs. Your Company has recorded profit after tax and prior year’s adjustments Rs 1866.50 lakhs as against loss of Rs 1038.37 lakhs in the previous year.

Business Achievements / Developments

As reported in the last Directors Report, the year 2008-09 was of consolidation of business and activities.

Your Directors are happy to state that the Formulation and API Biotech business has shown encouraging results post consolidation of Business activities.

Co-marketing Business as expected by your directors was major contributor to the turnover and bottom line of your Company and would remain so in future.

New product developments and marketing will be the key growth driver of your Company in the years to come.

Directors’ Responsibility Statement:

In view of the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state that in preparation of the Annual Accounts for the year ended 31.03.2010 :-

i) The applicable accounting standards have been followed by the Company.

ii) The accounting policies adopted and applied consistently, in the opinion of the Directors are reasonable and prudent and gives true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) Accounts have been prepared on a

DIVIDEND :

Your Directors have recommended a dividend of 30% (Previous year - Nil) which will absorb Rs 241.52 lakhs and Rs 41.05 lakhs towards Dividend tax.

SCHEME OF ARRANGEMENT :

Your Company had proposed a Scheme of Arrangement with members under section 78, section 100 and section 391 of the Companies Act, 1956 for undertaking financial restructuring exercise as reported in the last Director’s Report.

The Scheme was approved by the Members of the Company as well as by the Honble Gujarat High Court. The accounts presented before you are after giving effect of the Scheme.

SUBSIDIARY :

The disclosure on Themis Medicare Singapore Pte Ltd., a wholly owned subsidiary of the Company, as required u/s 212 of the Companies Act, 1956, is attached to this report. As there were no material operations in the overseas subsidiary Company in the past couple of years, your Directors have decided to close the subsidiary Company. An application for striking off the Company has been made to the appropriate Government authorities at Singapore.

CONSOLIDATED ACCOUNTS :

As per the requirements of Accounting Standard (AS 21 & AS 27) consolidated accounts are prepared and submitted to you consisting of your Company’s 49% interest in a Joint Venture Company.

CORPORATE GOVERNANCE :

As required by Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is annexed to this Report.

DIRECTORS :

- Mr. Mahesh Bhatt - Director passed away on 20th October, 2009. He was associated with your Company for many years. The Board places on record its sincere condolences to his family and appreciation for the yeomen services rendered by him during his association with the Company.

- In terms of Articles of Association of the Company as well as the requirements of the Companies Act, 1956, Shri Vijay Agarwal, Shri Humayun Dhanrajgir and Shri Shantibhai D. Patel who retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

- Members are requested to appoint directors retiring by rotation.

- The terms of appointment of Dr. Dinesh S. Patel MD & CEO, Dr. Sachin D. Patel - Director - Business Development and Mrs. Jayshree D. Patel - Whole-time Director will expire on 28th June, 2010. It is proposed to re-appoint them on revised remuneration for a period of 5 years we.f 29th June, 2010. The appointment, remuneration, designation and other terms of appointment are approved by the Remuneration Committee as well as by the Board of Directors. Abstracts of terms of contract in appointment of the aforesaid three whole-time Directors as envisaged u/s 302 of the Companies Act,1956, is being sent to the Members separately. The Board recommends their appointment for Member’s approval.

MANAGEMENT DISCUSSION & ANALYSIS:

Operational Overview

- 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.

FIXED DEPOSITS :

During the year your Company accepted Public Deposits in terms of section 58A of the Companies Act, 1956 and Acceptance of Deposit Rules, 1975. The Company does not have any unpaid deposits as at 31st March, 2010.

AUDITORS :

M/s. M. T. Ankleshwaria & Co., Chartered Accountants retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer them selves for re- appointment. Further, M/s. Ramanatham & Rao, Chartered Accountants, Branch Auditors for Artemis Biotech, a Division of the Company at Hyderabad retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer them selves for re- appointment.

The Members are requested to appoint the Auditors / Branch Auditors.

LABOUR :

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

GENERAL :

Statement giving particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the

Companies Act, 1956 is annexed.

PARTICULARS OF EMPLOYEES :

Particulars of employees as contemplated under Section 217(2A) of the Companies Act, 1956 is attached as Annexure I to this report.

AUDITORS REMARKS :

As regards remarks in the Auditors’ Report, the notes wherever referred to, are self- explanatory.

ACKNOWLEDGMENTS :

Your Directors take this opportunity to thank the Companys Bankers, Medical Profession, Foreign collaborators and Trade for their continued co-operation and patronage. The Directors also wish to record their appreciation to Companys personnel at all levels for their dedication, commitment and hard work.

For and on behalf of the Board of Directors Place: Mumbai H. N. Sinor Date : 27th April 2010 Chairman