Market
BSE Prices delayed by 5 minutes... << Prices as on Dec 12, 2025 >>  ABB India  5274.5 [ 0.62% ] ACC  1771.6 [ -0.41% ] Ambuja Cements  548.05 [ 2.20% ] Asian Paints Ltd.  2765.45 [ -0.49% ] Axis Bank Ltd.  1286.3 [ 1.09% ] Bajaj Auto  9014.25 [ -0.41% ] Bank of Baroda  284.5 [ -0.14% ] Bharti Airtel  2083.35 [ 1.47% ] Bharat Heavy Ele  285.4 [ 3.26% ] Bharat Petroleum  364.8 [ 3.78% ] Britannia Ind.  5915.3 [ 1.22% ] Cipla  1517.2 [ 0.34% ] Coal India  383.3 [ -0.14% ] Colgate Palm  2160.15 [ 0.34% ] Dabur India  494.65 [ -1.48% ] DLF Ltd.  699.45 [ 0.84% ] Dr. Reddy's Labs  1279.65 [ 0.53% ] GAIL (India)  170.8 [ 1.15% ] Grasim Inds.  2837.1 [ 1.42% ] HCL Technologies  1672.4 [ 0.00% ] HDFC Bank  1000.2 [ 0.00% ] Hero MotoCorp  5959 [ -0.35% ] Hindustan Unilever L  2261.05 [ -1.89% ] Hindalco Indus.  852.3 [ 3.37% ] ICICI Bank  1366 [ 0.44% ] Indian Hotels Co  734.8 [ 0.77% ] IndusInd Bank  845.7 [ 1.20% ] Infosys L  1598.75 [ 0.06% ] ITC Ltd.  400.5 [ -0.63% ] Jindal Steel  1029.55 [ 1.69% ] Kotak Mahindra Bank  2176.45 [ -0.23% ] L&T  4073.7 [ 1.71% ] Lupin Ltd.  2114.1 [ 1.62% ] Mahi. & Mahi  3678.9 [ 0.38% ] Maruti Suzuki India  16520.9 [ 1.59% ] MTNL  36.84 [ -1.84% ] Nestle India  1238.15 [ 1.92% ] NIIT Ltd.  88.23 [ 0.31% ] NMDC Ltd.  77.91 [ 3.40% ] NTPC  325.05 [ 0.76% ] ONGC  238.05 [ -0.08% ] Punj. NationlBak  117.8 [ 0.21% ] Power Grid Corpo  263.6 [ -0.42% ] Reliance Inds.  1556 [ 0.72% ] SBI  962.9 [ -0.05% ] Vedanta  543.55 [ 2.70% ] Shipping Corpn.  225.45 [ 1.14% ] Sun Pharma.  1794.3 [ -0.70% ] Tata Chemicals  758.9 [ 0.67% ] Tata Consumer Produc  1149.3 [ 0.72% ] Tata Motors Passenge  347.45 [ 0.23% ] Tata Steel  171.9 [ 3.34% ] Tata Power Co.  381.9 [ 0.47% ] Tata Consultancy  3220.15 [ 0.89% ] Tech Mahindra  1579.05 [ 0.66% ] UltraTech Cement  11725.05 [ 2.25% ] United Spirits  1447 [ 0.71% ] Wipro  260.55 [ 0.58% ] Zee Entertainment En  94.25 [ 0.59% ] 
Gujarat Themis Biosyn Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 4249.65 Cr. P/BV 19.02 Book Value (Rs.) 20.51
52 Week High/Low (Rs.) 479/208 FV/ML 1/1 P/E(X) 87.14
Bookclosure 05/09/2025 EPS (Rs.) 4.48 Div Yield (%) 0.17
Year End :2025-03 

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

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

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

(Rs. in Lakhs)

Particulars

31st March, 2025

31st March, 2024

Income

15,323.23

17,418.76

Less: Expenses

8,769.44

9,485.33

Profit/ (Loss) before Tax

6,553.79

7,933.43

Current Tax

1,669.92

1,950.90

Deferred Tax

28.05

37.51

Adjustment of Tax relating to earlier periods

(21.05)

28.70

Profit after Tax

4,877.17

5,916.32

b. OPERATIONS OF THE COMPANY:

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

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

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

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

c. SUBSIDIARY, ASSOCIATE & JOINT VENTURE COMPANIES:

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

d. DIVIDEND:

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

e. TRANSFER TO RESERVES:

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

f. REVISION OF FINANCIAL STATEMENTS:

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

g. FIXED DEPOSITS:

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

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

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

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

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

3. OTHER CONFIRMATIONS:

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

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

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

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

4. DECLARATION OF INDEPENDENCE:

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

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

5. NOMINATION & REMUNERATION POLICY:

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

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

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

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

7. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

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

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

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

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

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

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

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

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

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

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

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

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

c. Bonus Issue of Equity Shares of the Company:

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

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

11. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

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

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

12. DIRECTORS AND KEY MANAGERIAL PERSONNELS:

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

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

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

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

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

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

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

13. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

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

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

c. COMMITTEES OF THE BOARD OF DIRECTORS:

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

i. Audit Committee;

ii. Stakeholders Relationship Committee;

iii. Nomination & Remuneration Committee;

iv. Corporate Social Responsibility Committee;

v. Risk Management Committee.

vi. Allotment Committee

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

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

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

e. FAMILIARISATION PROGRAMS FOR INDEPENDENT DIRECTORS:

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

f. RISK MANAGEMENT POLICY:

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

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

i. Dr. Sachin D. Patel

Director & Member of the Committee

ii. Mr. Siddharth Kusumgar

Director & Member of the Committee

iii. Mr. Rajneesh Anand

Consultant & Member of the Committee

g. CORPORATE SOCIAL RESPONSIBILITY POLICY:

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

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

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

h. ANNUAL PERFORMANCE EVALUATION:

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

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

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

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

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

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

14. AUDITORS:

a. APPOINTMENT OF STATUTORY AUDITORS:

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

b. MAINTENANCE OF COST RECORDS:

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

c. COST AUDITORS:

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

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

d. SECRETARIAL AUDITORS:

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

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

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

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

e. QUALIFICATION/ RESERVATION IN THE STATUTORY AUDIT REPORT:

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

f. QUALIFICATION/ RESERVATION IN THE SECRETARIAL AUDIT REPORT:

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

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

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

g. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

15 OTHER DISCLOSURES:

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

a. ANNUAL RETURN:

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

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

c. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

d. CORPORATE GOVERNANCE:

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

e. REPORTING OF FRAUD BY AUDITORS:

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

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

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

g. PREVENTION OF SEXUAL HARASSMENT:

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

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

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

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

Sr. No.

Particulars

2024-25

2023-24

1

Debtors Turnover (in days)

70.51

48.29

2

Inventory Turnover (in days)

10.13

19.29

3

Interest Coverage Ratio

181.07

362.56

4

Current Ratio

2.53:1

2.94:1

5

Debt Equity Ratio

-

-

6

Operating Profit Margin (%)

43.70%

46.85%

7

Net Profit Margin (%)

32.34%

34.84%

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

Financial year

2024-25

2023-24

Return on net worth (%)

19.64%

29.38%

j. EMPLOYEES KELAIIUNS:

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

Industrial relations at all our manufacturing sites remained cordial.

16. ACKNOWLEDGEMENTS AND APPRECIATION

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

For and on behalf of the Board of Directors

Sd/- Sd/-

Dr. Dinesh S Patel Dr. Sachin D. Patel

Place: Mumbai Chairman Director

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


 
KYC IS ONE TIME EXERCISE WHILE DEALING IN SECURITIES MARKETS - ONCE KYC IS DONE THROUGH A SEBI REGISTERED INTERMEDIARY (BROKER, DP, MUTUAL FUND ETC.), YOU NEED NOT UNDERGO THE SAME PROCESS AGAIN WHEN YOU APPROACH ANOTHER INTERMEDIARY. | PREVENT UNAUTHORISED TRANSACTIONS IN YOUR ACCOUNT --> UPDATE YOUR MOBILE NUMBERS/EMAIL IDS WITH YOUR STOCK BROKER/DEPOSITORY PARTICIPANT. RECEIVE INFORMATION/ALERT OF YOUR TRANSACTIONS DIRECTLY FROM EXCHANGE/NSDL ON YOUR MOBILE/EMAIL AT THE END OF THE DAY .......... ISSUED IN THE INTEREST OF INVESTORS
Disclaimer Clause | Privacy | Terms of Use | Rules and regulations | Feedback| IG Redressal Mechanism | Investor Charter | Client Bank Accounts
Right and Obligation, RDD, Guidance Note in Vernacular Language
Attention Investors : "KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary."
  "No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
  "Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participants. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day.Issued in the interest of Investors."
Regd. Office: 76-77, Scindia House, 1st Floor, Janpath, Connaught Place, New Delhi – 110001
NSE CASH , NSE F&O,NSE CDS| BSE CASH ,BSE CDS |DP NSDL | MCX-SX SEBI NO: INZ000155732

Compliance Officer: Mukesh Rustagi, Company Secretary, Tel: 011-46890000, Email: mukesh_rustagi80@hotmail.com
For grievances please e-mail at: kkslig@hotmail.com

Important Links : NSE | BSE | SEBI | NSDL | Speed-e | CDSL | SCORES | NSDL E-voting | CDSL E-voting
 
Charts are powered by TradingView.
Copyrights @ 2014 © KK Securities Limited. All Right Reserved
Designed, developed and content provided by