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Gayatri BioOrganics Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 94.55 Cr. P/BV -2.63 Book Value (Rs.) -4.56
52 Week High/Low (Rs.) 14/5 FV/ML 10/1 P/E(X) 0.00
Bookclosure 28/09/2023 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

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

1. FINANCIAL SUMMARY/HIGHLIGHTS:

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

(Rs. in lakhs)

Particulars

2024-25

2023-24

Revenue from operations

-

-

Other income

-

-

Profit/loss before Depreciation, Finance Costs,

(72.65)

(68.12)

Exceptional items and Tax Expense

-

-

Less: Depreciation/ Amortisation/ Impairment

0.14

0.24

Profit /loss before Finance Costs, Exceptional items and Tax Expense

(72.65)

(68.12)

Less: Finance Costs

-

-

Share of loss of an Associate

-

-

Profit /loss before Exceptional items and Tax Expense

(72.65)

(68.12)

Add/(less): Exceptional items

-

-

Profit /loss before Tax Expense

(72.65)

(68.12)

Less: Tax Expense (Current & Deferred)

-

-

Profit /loss for the year (1)

(72.65)

(68.12)

Total Comprehensive Income/loss (2)

-

-

Total (1 2)

(72.65)

(68.12)

Balance of profit /loss for earlier years

-

-

Less: Transfer to Reserves

-

-

Less: Dividend paid on Equity Shares

-

-

2. REVIEW OF OPERATIONS:

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

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

3. DIVIDEND:

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

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

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

5. RESERVES:

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

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

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

7. MATERIAL CHANGES AND COMMITMENTS:

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

8. REVISION OF FINANCIAL STATEMENTS:

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

9. SHARE CAPITAL:

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

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

10. UNPAID / UNCLAIMED DIVIDEND:

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

11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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

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

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

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

Appointments/Re-appointments:

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

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

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

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

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

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

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

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

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

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

13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

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

The Independent Directors have also confirmed that they have complied Company's Code of
Conduct. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors
have confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence.

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

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

14. BOARD MEETINGS:

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

15. BOARD EVALUATION:

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

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

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

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

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

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

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

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

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

17. RATIO OF REMUNERATION TO EACH DIRECTOR:

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

18. DIRECTOR’S RESPONSIBILITY STATEMENT:

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

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

(b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of the financial year and of the profit and loss of the
company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

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

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

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

19. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

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

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

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

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

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

21. CEO/ CFO CERTIFICATION:

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

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

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

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

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

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

The Company complied with this requirement within the prescribed timelines.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

25. RELATED PARTY TRANSACTIONS:

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

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

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

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

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

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

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

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

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: NIL

2. Foreign Exchange Outgo: NIL

27. COMMITTEES:

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

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

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

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

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

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

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

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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

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

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

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

31. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

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

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

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

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

32. ANNUAL SECRETARIAL COMPLIANCE REPORT:

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

33. SECRETARIAL AUDIT REPORT:

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

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

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

34. INTERNAL AUDITORS:

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

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

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

35. SECRETARIAL STANDARDS:

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

36. DECLARATION BY THE COMPANY:

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

37. ANNUAL RETURN:

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

38. DISCLOSURE ABOUT COST AUDIT:

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

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

40. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

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

41. INSURANCE:

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

42. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

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

43. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

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

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

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

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

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

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

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

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

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

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

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

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

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

48. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

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

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

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

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

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

51. POLICIES:

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

52. EVENT BASED DISCLOSURES:

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

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

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

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

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

53. INTERNAL AUDIT AND FINANCIAL CONTROLS:

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

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

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

55. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

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

56. CREDIT & GUARANTEE FACILITIES:

The Company has not availed credit and guarantee facilities.

57. RISK MANAGEMENT POLICY:

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

58. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

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

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

59. STATUTORY COMPLIANCE:

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

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

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

61. ACKNOWLEDGEMENTS:

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

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

For and on behalf of the Board of
Gayatri Bioorganics Limited

Sd/- Sd/-

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

Date:29.07.2025 DIN: 00005573 DIN: 09608890


 
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