Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Meeting Details

  • Date: Wednesday, 30th September, 2026
  • Time: 12:30 PM
  • Location: 69/A, GIDC Industrial Estate, Vapi-396195, Dist. Valsad, Gujarat
  • Type of Meeting: Annual General Meeting

Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt the Audited Financial Statements for the financial year ended 31st March, 2026 together with Reports of the Board of Directors and Auditors.

2. Director Re-appointment: To appoint Dr. Dinesh S. Patel (DIN: 00033273) who retires by rotation and offers himself for re-appointment. Dr. Patel is the Non-Executive Chairman, holds 10 shares, and has been on the board since May 25, 1992.

3. Dividend Declaration: To declare dividend on equity shares for the financial year ended 31st March, 2026.

Special Business

4. Ratification of Cost Auditor Remuneration: Ordinary Resolution to ratify remuneration of ₹50,000 per annum plus applicable taxes and out-of-pocket expenses to M/s. Raja Dutta & Co., Cost Accountants (Firm Registration No. 101555) for conducting cost audit for FY 2026-27.

5. Payment of Commission to Dr. Dinesh S. Patel: Special Resolution to approve payment of commission of ₹42,00,000 to Dr. Dinesh S. Patel, Non-Executive Chairman for FY 2025-26.

6. Payment of Commission to Dr. Sachin D. Patel: Special Resolution to approve payment of commission of ₹65,00,000 to Dr. Sachin D. Patel, Managing Director for FY 2025-26.

7. Approval for Promoter Loans/Guarantees: Ordinary Resolution to approve availing loans up to ₹450 crores and guarantees up to ₹1000 crores (aggregate ₹1450 crores) from promoters/promoter group to finance acquisition/growth opportunities. The related parties include Dr. Sachin Patel, Pharmaceutical Business Group India Limited (PBGIL), and Themis Medicare Limited (TML).

8. Preferential Issue of Equity Shares: Special Resolution to raise ₹335,00,00,688 through preferential issue of 82,10,786 equity shares at ₹408 per share to the following allottees:

  • Pharmaceutical Business Group (India) Limited: 61,27,453 shares (₹250,00,00,824) - Promoter Group
  • Yusuf Khwaja Hamied: 2,45,100 shares (₹10,00,00,800) - Public
  • Special Situation India Fund: 4,59,558 shares (₹18,74,99,664) - Public
  • India Special Assets Fund III: 6,83,823 shares (₹27,89,99,784) - Public
  • ISAF III Onshore Fund: 6,94,852 shares (₹28,34,99,616) - Public

Objects of Preferential Issue

  • ₹310,00,00,688 for repayment/prepayment of borrowings for acquisition of 100% equity stake in MicroBiopharm Japan Co., Ltd. through subsidiary Themis Biosyn Japan Limited
  • ₹25,00,00,000 for General Corporate Purposes (not exceeding 25%)
  • Timeline for utilization: 12 months from allotment date

Voting Process and Methods

  • Remote e-voting: Available through CDSL e-voting system at www.evotingindia.com
  • Voting period: Sunday, 27th September 2026 at 9:00 AM to Tuesday, 29th September 2026 at 5:00 PM
  • Physical voting: Ballot paper voting available at the AGM venue
  • Scrutinizer: Mr. Ketan R. Shirwadkar (FCS: 13938; CP 15386) of M/s. KRS AND CO., Practicing Company Secretaries

Key Voting Outcomes

Voting results will be available after the meeting. The scrutinizer will submit his report within two working days from conclusion of the AGM.

Shareholding Pattern Impact

Pre-Issue (as of September 1, 2026):

  • Promoter & Promoter Group: 7,72,18,083 shares (59.33%)
  • Public Shareholding: 5,29,33,622 shares (40.67%)
  • Total: 13,01,51,705 shares

Post-Issue (Projected):

  • Promoter & Promoter Group: 8,33,45,536 shares (60.24%)
  • Public Shareholding: 5,50,16,955 shares (39.76%)
  • Total: 13,83,62,491 shares

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Companies Act, 2013
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • Companies (Management and Administration) Rules, 2014
  • Secretarial Standard 2 on General Meetings

Additional Information

  • Record Date: Wednesday, 23rd September, 2026
  • Register Closure: 24th September to 30th September, 2026 (both days inclusive)
  • Dividend Payment: If declared, within 30 days of AGM
  • TDS on Dividend: 10% for residents with PAN, 20% without PAN; 20% for non-residents plus applicable surcharge and cess
  • e-Voting Helpdesk: helpdesk.evoting@cdslindia.com or toll-free 1800 21 09911

Financial Parameters for Related Party Transactions

  • PBGIL Standalone Turnover (FY 2024-25): ₹2.57 Crores
  • TML Standalone Turnover (FY 2025-26): ₹342.24 Crores
  • Company's Debt to Equity Ratio: 0.64 (before transaction)
  • Debt Service Coverage Ratio: 15.83 (before transaction)

The Board of Directors recommends all resolutions for approval by the members.