Company Disclosures: EGM Notice for Shareholder Approvals

Key Resolutions for Shareholder Approval

1. Approval of Material Related Party Transactions (Ordinary Resolution)
  • Purpose: To borrow funds and obtain guarantees from promoter/promoter group entities for strategic acquisitions, investments in subsidiaries, working capital augmentation, and other corporate purposes
  • Borrowing Limit: Up to ₹450 Crores from Pharmaceutical Business Group India Limited, Dr. Sachin Patel, and/or Themis Medicare Limited
  • Guarantee Limit: Up to ₹1000 Crores for borrowings by Company and/or its subsidiaries
  • Tenure: Up to 5 years or as mutually agreed
  • Interest Rate: Not more than rates charged by financial institutions for similar borrowing or market standards
  • Security: Unsecured unless otherwise mutually agreed
  • Conversion Option: Outstanding borrowing amount may be converted into equity shares or applied as application money for equity shares
  • Previous Transactions:
  • TML: FY 2025-26: ₹6.00 Crores, FY 2024-25: ₹1.50 Crores, FY 2023-24: ₹1.65 Crores
  • Dr. Sachin Patel: Remuneration FY 2025-26: ₹1.56 Crores
  • Current FY Transactions (till approval date):
  • Remuneration to Dr. Sachin Patel: ₹0.3 Crores
  • TML: ₹12.14 Crores
2. Amendment to Articles of Association (Special Resolution)
  • Purpose: To align Articles with current legal framework by removing mandatory valuation requirement for share issuances
  • Specific Change: Delete the requirement in Article 13(1)(c) that share price "be determined by a registered valuer or a valuer approved for this purpose"
  • Rationale: Current Companies Act 2013 and SEBI Regulations already prescribe specific circumstances where valuation is required
3. Private Placement of NCDs/Debt Securities (Special Resolution)
  • Purpose: To raise funds through private placement of debt instruments
  • Limit: Up to ₹1500 Crores outstanding principal amount
  • Instruments: Secured/unsecured redeemable non-convertible debentures, subordinated debentures, bonds, and other debt securities
  • Investors: Bodies corporate, banks, financial institutions, mutual funds, NBFCs, QIBs, FIIs, AIFs, and other eligible persons in India and abroad
  • Terms: To be determined by Board based on market conditions
  • Utilization: For business requirements including strategic acquisitions

Financial Impact Assessment

  • Borrowing Impact: Up to ₹450 Crores (271% of FY 2024-25 standalone turnover)
  • Guarantee Impact: Up to ₹1000 Crores (603% of FY 2024-25 standalone turnover)
  • NCD Issuance Impact: Up to ₹1500 Crores additional debt capacity
  • Current Debt Metrics: Debt to Equity Ratio: 0.64, Debt Service Coverage Ratio: 15.83

Shareholder Information

  • Record Date: 15th August 2026 for e-voting eligibility
  • E-voting Period: 19th August 2026 (9:00 AM) to 21st August 2026 (5:00 PM)
  • Voting Methods: Remote e-voting through CDSL/NSDL systems and physical voting at EGM
  • Scrutinizer: Mr. Ketan R. Shirwadkar of KRS AND CO
  • RTA: MUFG Intime (India) Private Limited

Promoter Shareholding Structure

  • Pharmaceutical Business Group India Limited: 47.02%
  • Dr. Sachin Patel: 2.29%
  • Themis Medicare Limited: 20.90%
  • Total Promoter & Promoter Group: 70.86%