Themis Medicare Ltd. — AGM Information 2021

Sep 18, 2021

BSE Limited. P. J. Towers, Dalal Street Mumbai-400 001

National Stock Exchange of India Ltd. "Exchange Plaza", Bandra - Kurla Complex, Bandra - East, Mumbai- 400 051

TML/CS/2020-21

18^th September, 2021

Dear Sir/Madam,

Sub: Proceedings of 51^st Annual General Meeting of Themis Medicare Limited held on 18^th September, 2021.

Ref: BSE Scrip Code: 530199 NSE Scrip Code: THEMISMED

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose gist of proceedings of 51st Annual General Meeting of the Company held on Saturday, 18^th September, 2021.

Kindly take the above intimation on your record.

Thanking You.

Yours Faithfully For Themis Medicare Limited

MUMBAI ш ╈

$DI$

Sangameshwar Iyer Company Secretary & Compliance Officer

Themis Medicare Limited

Corporate Office: 11/12. Udyog Nagar, S. V Road, Goregaon (Weat), Mumbai - 400 104. India Tel.: 91-22-6760 7080 · Fax: 91-22-6760 7070 / 2874 6621 Regd. Office: Plot No. 69-A. G.I.D.C Industrial Estate. Vapi - 396 195. Gujarat. CIN No.: L24110GJ1969PLC001590 . Tel / Fax No.: Regd. Off. : 0260 2431447 / 2430219 • E-mail: themis@themismedicare.com • Website: www.themismedicare.com

Sub-AGM Proceedings

Date, time and Venue of the Meeting:

The 51^th Annual General Meeting of Themis Medicare Limited commenced at 12.00 pm on Monday, 18^th September, 2021 through Video Conferencing ('VC")/Other Audio Visual Means ("OAVM). The meeting concluded at 1:10 P.M on same day.

Brief details of items deliberated at the Meeting and results thereof:

• 1. Shri. H. N. Sinor, Chairman of the Company, chaired the proceedings of the Meeting.
• 1. Forty Seven (47) Members were present in person or through representative for the Body Corporate.
• 1. The requisite quorum being present as per Section 103 of the Companies Act, 2013, the Chairman commenced the proceedings of the meeting.
• 1. Seven (7) Directors were present at the Meeting including Two (2) Independent Directors and one Alternate Director.
• 1. Mr. Vijay Agarwal, Member of Audit & Risk Management Committee was present to attend meeting on behalf of Mr. Humayun Dhanrajgir, Chairman of the Audit & Risk Management Committee, who could not attend the meeting due to some urgent commitments. Mr. Humayun Dhanrajgir had authorized Mr. Vijay Agarwal, to attend the meeting on his behalf.
• 1. Mr. Vijay Agarwal, Chairman of the Nomination and Remuneration Committee was present as per clause 4.1.1 of the Secretarial Standard -2 on General Meetings.
• 1. Dr. Sachin D. Patel, Member of Stakeholders Relationship Committee was present to attend meeting on behalf of Mr. H. Subramaniam, Chairman of the Stakeholders Relationship Committee, who could not attend the meeting due to some urgent commitments. Mr. H. Subramaniam had authorized Dr. Sachin D. Patel, to attend the meeting on his behalf.
• 1. Mr. Raju Sardar, Proprietor of M/s. R. P. Sardar & Co, Statutory Auditors was present.

ED MUMBA

• 1. The Chairman informed that remote e-voting period had begun on 14^th September, 2021 at 9:00 am to 17^th September, 2021 at 5:00 pm.
• 1. Mr. Shirish Shetye, Partner of M/s. SAV & Associates, Practicing Company Secretaries was present as required under the provisions of Secretarial Standards 2 on General Meeting. He was also appointed as Scrutinizer for conducting E-voting and e voting at the meeting.
• 1. With the permission of the members, notice of the meeting was taken as read. The reports of the Statutory Auditor on the standalone and consolidated financial statements did not contain any qualification or adverse remarks and hence were not required to be read. The Secretarial Audit Report contained some observations and reply for the same was already mentioned in the Annual Report hence it was taken as read.
• 1. The Managing Director & CEO of the Company, on the request of the Chairman, updated the members present about the business activities of the Company.
• 1. The following items of business as set out in the Notice calling the Meeting were put for shareholders' approval:

ORDINARY BUSINESS:

• To receive, consider and adopt the Audited Standalone and Consolidated $\mathbf{L}$ Financial Statements of the Company for the financial year ended 31^st March 2021, together with the Auditors' Report and Directors' Report thereon.
• To appoint a Director in place of Mr. Lajos Kovacs (DIN: 01297326) who $II.$ retires by rotation and being eligible, offers himself for re-appointment.
• Declaration of dividend for the financial year ended 31^st March, 2021. Ш.

SPECIAL BUSINESS:

• Ratification of remuneration of M/s. B.J.D. Nanabhoy & Co., Cost IV. Accountants, Mumbai for the Financial year 2021-22.
• To appoint Ms. Manjul Sandhu (DIN: 00330363), as an Independent Director V. of the Company.
• Enabling resolution for payment of Commission to Non-Executive Directors. VI.
• Resolution to approve entering into related party transactions. VII.

The Chairman declared that the result of e-voting shall be disseminated to the Stock Exchanges and also uploaded on the website of the Company, within two working days of the conclusion of the Meeting.

Method of Approval:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 44 of the Securities and Exchanges Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "listing Regulations"), the Company had provided remote e-voting facility to its members to cast votes electronically, on all the resolutions set out in the Notice.

Further, the facility for voting at the meeting through electronic voting system was made available to the members who were present at the Meeting and had not cast their votes by remote e-voting.

1. All the resolutions set out in the Notice calling the Annual General Meeting were passed with the requisite majority and are deemed to be passed on the date of the Annual General Meeting i.e. 18^th September, 2021.

For THEMIS MEDICARE LTD.

Sangameshwar Iyer Company Secretary and Compliance officer