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Themis Medicare Ltd. Earnings Release 2026

May 28, 2026

59390_rns_2026-05-28_9e0aeff6-1165-436d-b3ae-9ad31a4764fe.pdf

Earnings Release

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THEMIS

TML/BSE/NSE/2026-27/05

28th May, 2026

Corporate Relationship Department
BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai- 400001
Scrip Code – 530199

Listing Department
National Stock Exchange of India Limited
Exchange Plaza,
Bandra Kurla Complex,
Bandra (East), Mumbai- 400051
Symbol: THEMISMED

Dear Sir / Madam,

Sub: Outcome of Board Meeting under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Meeting Commencement time : 10:30 A.M
Meeting Conclusion Time : 01.35 P.M

Pursuant to Regulation 30 of the Listing Regulations, this is to inform you that the Board of Directors of the Company, at its meeting held today i.e. on Thursday, 28th May, 2026, have inter-alia transacted the following items of business:

  1. Approved the Audited Standalone and Consolidated Financial Results for the quarter and year ended 31st March, 2026 together with the Report issued by the Statutory Auditors, M/s. Krishnan & Co., Chartered Accountants which are attached herewith.
  2. Recommended final dividend of Re. 0.50 i.e. @ 50% per equity share having face value of Re.1/- each, aggregating to Rs. 4,60,50,060 /- for the Financial Year ended 31st March, 2026 subject to the approval of shareholders at the forthcoming Annual General Meeting.
  3. Appointment of M/s. R. Nanabhoy & Co., Cost Accountants (FRN - 000011) as the Cost Auditor of the Company for the Financial Year Financial Year 2026-27.

Requisite details as per SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 ("SEBI Master Circular") are attached as Annexure A.

Submitted for your information & record please.

Thanking you,

Yours faithfully,

For THEMIS MEDICARE LIMITED

Dinesh
Shantilal
Patel

Digitally signed by
Dinesh Shantilal Patel
Date: 2026.05.28
13:36:55 +05'30'

Dr. Dinesh S. Patel
Chairman & Director
DIN: 00033273

Themis Medicare Limited
Corporate Office: 11/12 Udyog Nagar, S V Road, Goregaon (W), Mumbai – 400 104, India
Tel.: 91-22-67607080Fax: 91-22-67607070/ 28746621
Regd. Office: Plot No. 69-A, G.I.D.C., Industrial Estate, Vapi-Gujarat
CIN No.: L24110GJ1969PLC001590 Tel/ Fax No.: Regd. Off.: 0260-2431447/ 2430219
E-mail: [email protected]*Website: www.themismedicare.com


THEMIS

Annexure 'A'

Disclosure of information pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule III and SEBI Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024:

Sr. No. Particulars Cost Auditor
1. Name of the Auditor M/s. R. Nanabhoy & Co., Cost Accountants (FRN - 000011)
2. Reason for change Re-appointment
3. Date & Term of appointment Re-appointed by the Board in its meeting held on 28th May, 2026 for the Financial Year 2026-27.
4. Brief Profile M/s. R. Nanabhoy & Co., is founded by Late Shri. R. Nanabhoy.
The firm was established in the year 1948 by Late Shri. Ruttonshaw Nanabhoy and provides spectrum of services in the areas of Cost and Management Accounting.

Themis Medicare Limited

Corporate Office: 11/12 Udyog Nagar, S V Road, Goregaon (W), Mumbai – 400 104, India

Tel.: 91-22-67607080Fax: 91-22-67607070/ 28746621

Regd. Office: Plot No. 69-A, G.I.D.C., Industrial Estate, Vapi-Gujarat

CIN No.: L24110GJ1969PLC001590 *Tel/ Fax No.: Regd. Off.: 0260-2431447/ 2430219

E-mail: [email protected]Website: www.themismedicare.com


KRISHAAN & CO., CHARTERED ACCOUNTANTS

FLAT NO. 10, 'C' WING
6TH FLOOR, PARSN MANERE
442 ANNA SALAI
CHENNAI 600 006
PH: +91-44-28272569
[email protected]

Independent Auditor's Report on Standalone Annual Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To the Board of Directors of Themis Medicare Limited

Report on the audit of the Standalone Annual Financial Results

Opinion

We have audited the accompanying standalone annual financial results of Themis Medicare Limited (hereinafter referred to as the "Company") for the year ended 31st March 2026, attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone annual financial results:

a. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
b. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of the standalone net loss and other comprehensive income and other financial information for the year ended 31st March 2026.

Basis for Opinion on the Audited Standalone Annual Financial Results

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibility for the Audit of the Standalone Financial Results section of our report. We are independent of the Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial results.

S


KRISHAAN & CO., CHARTERED ACCOUNTANTS

Continuation Sheet

Management's and Board of Directors' Responsibility for the Standalone Annual Financial Results

This Statement has been prepared on the basis of the standalone annual financial statements and has been approved by the Company's Board of Directors.

The Company's Management and the Board of Directors are responsible for the preparation and presentation of these standalone annual financial results that give a true and fair view of the net profit/loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone annual financial results, the Management and the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company's financial reporting process.

Auditor's Responsibility for the Audit of the Standalone Annual Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial results.

img-0.jpeg


KRISHAAN & CO., CHARTERED ACCOUNTANTS
Continuation Sheet

As part of an audit in accordance with the Standards on Auditing, specified under section 143(10) of the Act, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the standalone annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone annual financial results made by the Management and Board of Directors.

  • Conclude on the appropriateness of the Management and Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

  • Evaluate the overall presentation, structure and content of the standalone annual financial results, including the disclosures, and whether the standalone annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

82


KRISHAAN & CO., CHARTERED ACCOUNTANTS

Continuation Sheet

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matter(s)

The standalone annual financial results include the results for the quarter ended 31st March 2026 being the balancing figure between the audited figures in respect of the full financial year ended 31st March 2026 and the published unaudited year to date figures up to the third quarter of the current financial year, which were subject to limited review by us, as required under the Listing Regulations.

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For Krishaan & Co.,
Chartered Accountants
Firm Regn.No : 001453S

K Sundarrajan
Partner
M. No: 208431
UDIN: 26208431ZMPRBJ2148

Place: Mumbai
Dated: 28th May 2026


THEMIS MEDICARE LTD

CIN NO : L24110GJ1969PLC001590

Regd. Off. Plot No. 69-A, GIDC Indl, Estate, Vapi - 396195, Dist Valsad,

Gujarat. (T) 0260-2431447 / 0260-2430219,

Corporate Office : 11/12, Udyog Nagar, S. V. Road, Goregaon (West), Mumbai-400 104,

Email ID : [email protected]. Website Address : www.themismedicare.com.

Statement of Audited Standalone Financial Results for the quarter and year ended 31st March 2026

( Amount in INR Lakhs )

Particulars 3 months ended Preceding 3 months ended Corresponding 3 months ended Year Ended Year Ended
31/03/2026 31/12/2025 31/03/2025 31/03/2026 31/03/2025
(Audited) (Unaudited) (Audited) (Audited) (Audited)
Income:
1 Revenue from Operations (Net) 7,653.05 9,013.32 7,170.16 34,223.55 40,551.16
2 Other income 366.70 128.23 155.19 936.16 466.95
3 Total Income (1+2) 8,019.75 9,141.55 7,325.35 35,159.71 41,018.11
4 Expenses:
(a)Cost of materials consumed 1,426.99 1,449.53 1,897.50 5,730.34 7,630.85
(b)Purchases of Stock-in-Trade 1,146.36 1,163.49 1,629.79 6,300.24 7,366.65
(c)Changes in inventories of finished goods work-in-progress and Stock-in-Trade (198.35) 304.71 (1,468.47) 916.54 (1,798.44)
(d) Employee benefits expense 2,106.01 2,267.66 2,545.09 9,351.68 9,637.58
(e) Finance costs 270.38 274.97 245.04 1,068.86 1,003.93
(f) Depreciation and amortization expense 260.08 259.30 253.15 1,032.11 992.87
(g) Other expenses 2,794.70 2,848.13 3,143.94 11,884.12 12,808.31
Total Expenses (II) 7,806.17 8,567.79 8,246.04 36,283.89 37,641.75
5 Profit/(loss) before exceptional items and tax (3-4) 213.58 573.76 (920.69) (1,124.18) 3,376.36
6 Exceptional items [net] :
Impact of Labour Codes (Refer Note No. 4 (i)) - (86.53) - (86.53) -
Investments in wholly owned Subsidiary Company w/off (Refer Note No. 4(ii)) - - - (129.39) -
7 Profit/(Loss) before tax (5+6) 213.58 487.23 (920.69) (1,340.10) 3,376.36
8 Tax expense:
(a) Current Tax - - (250.00) - 830.00
(b) Deferred Tax 17.02 29.42 103.79 78.45 154.21
9 Profit/(Loss) for the Period (7-8) 196.56 457.81 (774.48) (1,418.55) 2,392.15
10 Other Comprehensive Income
(a i) Items that will not be reclassified to profit & loss (8.18) (69.41) (33.68) (98.24) (41.30)
(a ii) Income tax relating to items that will not be reclassified to profit or loss 2.05 17.47 8.48 24.72 10.40
(b) Items that will be reclassified to profit & loss - - - - -
11 Total comprehensive income for the period (9+10) 190.43 405.87 (799.68) (1,492.07) 2,361.25
12 Paid up Equity Share Capital (Face Value of Rs.1/- per Equity Share) 921.00 921.00 920.40 921.00 920.40
13 Other Equity (Excluding Revaluation Reserve) 25,916.47 27,811.14
Earnings per share (EPS) (of Rs. 1 each)
(a) Basic 0.21 0.50 (0.84) (1.54) 2.60
(b) Diluted 0.21 0.50 (0.84) (1.54) 2.59

MUMBAI 400 104


THEMIS MEDICARE LIMITED

NOTES :

1) The above Audited Financial Results were reviewed by the Audit Committee and have been considered and approved by the Board of Directors at its respective meeting held on May 28, 2026.

2) The above financial results have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Rules, 2016.

3) The Company operates in a single Business segment i.e Pharmaceuticals and hence does not have any reportable business segments as per Indian Accounting Standard (Ind AS) 108 - "Operating Segments".

4) (i) On November 21, 2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and working Conditions Code, 2020 - consolidating 29 existing labour laws. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations. The Company has assessed and disclosed the incremental impact of these changes on the best information available and consistent with the guidance provided by the Institute of Chartered Accountants of India. Considering the regulatory-driven and non-recurring nature of this impact, the Company has presented such incremental impact under Exceptional Items amounting to Rs. 86.53 lacs in the standalone financial results for the quarter and period ended December 31, 2025. The Company continues to monitor the finalisation of Central / State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments as needed.

(ii) The company has received an approval for struck off M/s. Carpo Medicals Limited (UK), a wholly owned subsidiary company by issue of a gazette notification on 01st April 2025 for dissolution w.e.f 14th April 2025 by the Company House, UK. Accordingly, the company has provided for Investment Rs. 0.76 lacs and Receivable and advances amounting to Rs. 128.63 Lacs in the Financial Statement as the Company is in the process of obtaining approval from the Reserve Bank of India (RBI) under the Foreign Exchange Management Act (FEMA), 1999, for writing off the said investments. The company has disclosed the investments, receivables and advances provided for, as an exceptional item in the Statement of Profit and Loss in accordance with Ind AS 1 and applicable accounting principles. Subject to approvals from RBI for striking off the said foreign subsidiary, as per the provisions of the FEMA and applicable ODI regulations, the amounts will be written-off.

5) The Board of Directors of the Company has recommended a dividend of Re. 0.50 per fully paid up equity share of the face value of Re. 1/- each for the Financial Year ended 31st March, 2026. This payment of dividend is subject to approval of members of the Company at ensuing Annual General Meeting of the Company.

6) The figures of the quarter ended March 31, 2026 are the balancing figures between audited figures for the full financial year and unaudited published year to date figures up to the third quarter of the financial year.

7) Figures for the corresponding previous year/period have been regrouped/rearranged, wherever necessary, to make them comparable.

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By Order of the Board
For THEMIS MEDICARE LTD

img-3.jpeg
Dr. SACHIN PATEL
(Managing Director & CEO)
(DIN No. 00033353)

Place : Mumbai
Date : 28th May, 2026


THEMIS MEDICARE LIMITED

Standalone Statement of Assets and Liabilities :

(Amount in INR Lakhs)

Particulars As at 31st March, 2026 As at 31st March, 2025
(Audited) (Audited)
I ASSETS
1 Non-current assets
(a) Property, Plant and Equipment 16,639.99 17,202.62
(b) Capital Work-in-Progress 247.21 250.67
(c) Right-of-use Assets - -
(d) Intangible assets 11.52 33.36
(e) Financial Assets
(i) Investments 1,112.13 1,110.98
(ii) Other Financial Assets 121.12 118.35
(f) Other Non-Current Assets 1,389.70 1,334.48
19,521.67 20,050.46
2 Current assets
(a) Inventories 8,108.72 8,431.45
(b) Financial Assets
(i) Trade receivables 17,811.66 17,745.60
(ii) Cash and Cash Equivalents 444.81 646.64
(iii) Bank Balances Other than (ii) above 461.18 627.73
(iv) Other Financial Assets 640.80 620.85
(c) Other Current Assets 3,031.94 2,442.56
30,499.11 30,514.83
TOTAL 50,020.78 50,565.29
II EQUITY AND LIABILITIES
1 Equity
(a) Equity Share capital 921.00 920.40
(b) Other Equity 29,173.57 31,108.26
30,094.57 32,028.66
2 Liabilities
Non-current liabilities
(a) Financial Liabilities
(i) Borrowings 2,186.23 1,861.18
(ii) Lease Liabilities - -
(b) Provisions 193.58 186.50
(c) Deferred Tax Liabilities (Net) 936.80 883.07
3,316.61 2,930.75
3 Current liabilities
(a) Financial Liabilities
(i) Borrowings 7,822.89 6,437.67
(ii) Lease Liabilities - -
(iii) Trade payables
Dues of Micro Enterprises and Small Enterprises 285.05 330.95
Dues of Creditor other than Micro Enterprises and Small Enterprises 4,798.48 4,812.80
(iv) Other Financial Liabilities 3,293.75 3,148.27
(b) Other current liabilities 72.69 110.83
(c) Provisions 336.74 180.36
(d) Current Tax Liabilities (Net) - 585.00
16,609.60 15,605.88
TOTAL 50,020.78 50,565.29

SINGHEDICAST 400 104


THEMIS MEDICARE LIMITED

Standalone Cash Flow Statement for the year ended 31st March 2026

(Amount in INR Lakhs)

Particulars As at 31st March, 2026 As at 31st March, 2025
(Audited) (Audited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit/(Loss) before tax : (1,340.10) 3,376.36
Adjustments for:
Depreciation and amortisation expense 1,032.11 992.87
(Profit) / Loss on sale of property, plant and equipment 7.17 (8.80)
Changes in fair value of financial instruments at fair value through profit or loss (1.91) 3.36
Dividend and interest income classified as investing cash flows (196.45) (154.80)
Finance costs 889.37 849.23
Change in operating assets and liabilities:
(Increase)/Decrease in trade receivables (66.06) 84.31
(Increase)/Decrease in inventories 322.73 (1,374.02)
Increase/(decrease) in trade payables (60.22) 414.52
(Increase)/Decrease in other financial assets (22.72) (135.80)
(Increase)/decrease in other assets (589.38) (316.17)
Increase/(decrease) in provisions 65.22 69.11
(Increase)/Decrease in Other bank balance 166.55 309.70
Increase/(decrease) in other financial liabilities 145.48 412.97
Increase/(decrease) in other current liabilities (38.14) 23.15
Cash generated from operations 313.65 4,545.99
Less: (Income taxes paid)/ refund received (Net) (640.22) (1,075.02)
Net cash inflow from operating activities (326.57) 3,470.97
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for property, plant and equipment (487.49) (1,542.64)
Proceeds from sale of investments (Payments for investments)(Net) 0.76 2.18
Proceeds from sale of property, plant and equipment 36.14 168.22
Dividends received 169.33 42.82
Interest received 27.12 111.98
Net cash outflow from investing activities (254.14) (1,217.44)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issues of equity shares 18.18 0.00
Receipts / (Repayment) of Current borrowings 1,385.22 (464.15)
Receipts / (Repayment) of non Current borrowings 325.05 (816.22)
Interest paid (889.37) (849.23)
Dividends paid (460.20) (460.20)
Net cash inflow (outflow) from financing activities 378.88 (2,589.80)
Net increase (decrease) in cash and cash equivalents (201.83) (336.27)
Cash and Cash Equivalents at the beginning of the financial year 646.64 982.91
Cash and Cash Equivalents at end of the year 444.81 646.64
Reconciliation of cash and cash equivalents as per the cash flow statement:
Cash and cash equivalents as per above comprise of the following:
Balances with banks on current accounts 439.47 642.52
Cash on hand 5.34 4.12
Balances per statement of cash flows 444.81 646.64

1


KRISHAAN & CO., CHARTERED ACCOUNTANTS

FLAT NO. 10, 'C' WING
6TH FLOOR, PARSN MANERE
442 ANNA SALAI
CHENNAI 600 006
PH: +91-44-28272569
[email protected]

Independent Auditor's Report on Consolidated Annual Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To the Board of Directors of Themis Medicare Limited

Report on the Audit of the Consolidated Annual Financial Results

Opinion

We have audited the accompanying consolidated annual financial results of Themis Medicare Limited (hereinafter referred to as the "Holding Company") its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group"), associates and joint venture for the year ended 31 March 2026, attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the audit reports of the others auditors on separate financial statements of subsidiaries, associates and joint venture referred to in Other Matters section below, the results for the year ended 31st March 2026:

(i) Includes the results of the following entities:

Subsidiaries

a) Themis Chemicals Private Limited
b) Artemis Biotech Limited
c) Dr. Themis Private Limited

Associates

a) Gujarat Themis Biosyn Limited
b) Long Island Nutritionals Private Limited

Associate (Joint Venture)

a) Richter Themis Medicare (India) Private Limited

(ii) are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

(iii) give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of consolidated net profit and other comprehensive income and other financial information of the Group and its associates and joint venture for the year ended 31st March 2026.

CHENNAI


KRISHAAN & CO., CHARTERED ACCOUNTANTS

Continuation Sheet

Basis for Opinion on the Audited Consolidated Annual Financial Results

We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Annual Financial Results section of our report. We are independent of the Group and its associates and joint venture in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our opinion on the consolidated annual financial results.

Management’s and Board of Directors’ Responsibility for the Consolidated Annual Financial Results

The Statement, which is the responsibility of the Holding Company’s management and has been approved by the Holding Company’s Board of Directors, has been prepared on the basis of the consolidated annual financial statements.

The Holding Company’s Management and the Board of Directors are responsible for the preparation and presentation of these consolidated annual financial results that give a true and fair view of the consolidated net profit/loss and other comprehensive income and other financial information of the Group and its associates and joint venture in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Management and the Board of Directors of the entities included in the Group and its associates and joint venture are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of each entity and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated annual financial results by the Management and the Board of Directors of the Holding Company, as aforesaid.

In preparing the consolidated annual financial results, the respective Management and the Board of Directors of the entities included in the Group and its associates and joint venture, are responsible for assessing the ability of each entity to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the entity or to cease operations, or has no realistic alternative but to do so.

The respective Management and the Board of Directors of the entities included in the Group and its associates and joint venture is responsible for overseeing the financial reporting process of each entity.

K RISHAAN & CO. CHATTERED ACCOUNTANTS


KRISHAAN & CO., CHARTERED ACCOUNTANTS
Continuation Sheet

Auditor’s Responsibility for the Audit of the Consolidated Annual Financial Results

Our objectives are to obtain reasonable assurance about whether the consolidated annual financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual financial results.

As part of an audit in accordance with the Standards on Auditing specified under section 143(10) of the Act, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the consolidated annual financial results made by the Management and the Board of Directors.

  • Conclude on the appropriateness of the Management and the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its associates and joint venture to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the consolidated annual financial results, including the disclosures, and whether the consolidated annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.

K


KRISHAAN & CO., CHARTERED ACCOUNTANTS
Continuation Sheet

  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group and its associates and joint ventures to express an opinion on the consolidated annual financial results. We are responsible for the direction, supervision and performance of the audit of the financial information of such entities included in the consolidated annual financial results of which we are the independent auditors. For the other entities included in the consolidated annual financial results, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding and such other entities included in the statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the circular No CIR/CFD/CMD1/44/2019 issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, as amended to the extent applicable.

Other Matter(s)

  • We did not audit the financial statements of 3 subsidiaries whose financial results reflects total assets of Rs. 9.30 Lakhs as at 31st March 2026 and total revenues of Rs. Nil and Rs. Nil for the quarter and year ended 31st March 2026 respectively, total net loss after tax of Rs. 0.90 Lakhs and Rs. 1.32 Lakhs and total comprehensive income of Rs. Nil and Rs. Nil for the quarter and year ended 31st March 2026 respectively, and net cash inflow/outflow of Rs. Nil for the year ended on that date, as considered in the consolidated annual financial results, which have been audited by their respective Independent auditors.

  • The Consolidated annual financial results include the financial results of 2 Associates and 1 Joint Venture, whose financial information reflect total assets of Rs. 67,864.61 Lakhs as at 31st March 2026 and total revenues of Rs. 7,047.62 Lakhs and Rs. 27,970.52 Lakhs, for the quarter and year ended 31st March 2026 respectively, total net Profit after tax of Rs. 1,987.68 Lakhs and Rs. 5,671.45 Lakhs and total comprehensive income of Rs. 0.42 Lakhs and Rs. 0.50 Lakhs for the quarter and year ended 31st March 2026 respectively, as considered in the consolidated unaudited financial results.

These financial statements have been audited / reviewed, as applicable, by the other auditors whose report has been furnished to us by the Management and our opinion and conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of this Associates and joint venture, is based solely on the report of the other auditor and the procedures performed by us as stated under Auditors Responsibilities section above.

K RISHAAN & CO. LLP


KRISHAAN & CO., CHARTERED ACCOUNTANTS

Continuation Sheet

  • Our opinion on the consolidated annual financial results is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financials certified by the Board of Directors.

  • The consolidated annual financial results include the results for the quarter ended 31st March 2026 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us as required under the Listing Regulations.

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For Krishaan & Co.,
Chartered Accountants
Firm Regn.No : 001453S

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Place : Mumbai
Dated : 28th May 2026

K Sundarrajan
Partner
M. No: 208431
UDIN: 26208431EXPPXK1046


THEMIS MEDICARE LTD

CIN NO : L24110GJ1969PLC001590

Regd. Off. Plot No. 69-A, GIDC Indl, Estate, Vapi - 396195, Dist Valsad,

Gujarat. (T) 0260-2431447 / 0260-2430219,

Corporate Office : 11/12, Udyog Nagar, S. V. Road, Goregaon (West), Mumbai-400 104,

Email ID : [email protected]. Website Address : www.themismedicare.com.

Statement of Audited Consolidated Financial Results for the quarter and year ended 31st March 2026

Particulars 3 months ended Preceding 3 months ended Corresponding 3 months ended Year Ended Year Ended
31/03/2026 31/12/2025 31/03/2025 31/03/2026 31/03/2025
(Audited) (Unaudited) (Audited) (Audited) (Audited)
Income:
1 Revenue from Operations (Net) 7,653.05 9,013.32 7,170.16 34,223.55 40,551.16
2 Other income 366.70 128.23 155.19 936.16 466.95
3 Total Income (1+2) 8,019.75 9,141.55 7,325.35 35,159.71 41,018.11
4 Expenses:
(a)Cost of materials consumed 1,426.99 1,449.53 1,897.50 5,730.34 7,630.85
(b)Purchases of Stock-in-Trade 1,146.36 1,163.49 1,629.79 6,300.24 7,366.65
(c)Changes in inventories of finished goods work-in-progress and Stock-in-Trade (198.35) 304.71 (1,468.47) 916.54 (1,798.44)
(d) Employee benefits expense 2,106.01 2,267.66 2,545.09 9,351.68 9,637.58
(e) Finance costs 270.38 274.97 245.03 1,068.86 1,003.95
(f) Depreciation and amortization expense 260.08 259.30 253.15 1,032.11 992.87
(g) Other expenses 2,795.59 2,848.13 3,144.68 11,885.43 12,809.70
Total Expenses (II) 7,807.06 8,567.79 8,246.77 36,285.20 37,643.16
5 Profit/(Loss) before exceptional items, share of Profit/(Loss) of associates and joint venture and tax (3-4) 212.69 573.76 (921.42) (1,125.49) 3,374.95
6 Exceptional item [net] :
Impact of Labour Codes (Refer Note No. 4) - (86.53) - (86.53) -
7 Profit/(Loss) before share of Profit/(Loss) of associates and joint venture and tax (5+6) 212.69 487.23 (921.42) (1,212.02) 3,374.95
8 Add: Share of Profit/(Loss) of associates and a joint venture for the Period 692.87 551.55 (191.24) 1,404.84 592.54
9 Profit/(Loss) before tax (7 + 8) 905.56 1,038.78 (1,112.66) 192.82 3,967.49
10 Tax expense:
(a) Current Tax (250.00) - 830.00
(b) Deferred Tax 17.02 29.42 103.79 78.45 154.21
11 Profit/(Loss) for the Period (9-10) 888.54 1,009.36 (966.45) 114.37 2,983.28
Attributable to :
Equity holders of the Parent 888.55 1,009.36 (966.44) 114.39 2,983.30
Non - Controlling interests (0.01) - (0.01) (0.02) (0.02)
12 Other Comprehensive Income
(a i) Items that will not be reclassified to profit & loss (8.18) (69.41) (33.68) (98.24) (41.30)
(a ii) Income tax relating to items that will not be reclassified to profit or loss 2.05 17.47 8.48 24.72 10.40
(a iii) Share of Other Comprehensive Income of Associates and Joint Ventures accounted using equity method 0.10 (0.57) 1.35 0.12 1.18
(b) Items that will be reclassified to profit & loss - - 0.79 4.65 0.07
13 Total comprehensive income for the period (11+12) 882.51 956.85 (989.51) 45.62 2,953.63
Attributable to :
Equity holders of the Parent 882.52 956.85 (989.50) 45.64 2,953.65
Non - Controlling interests (0.01) - (0.01) (0.02) (0.02)
14 Paid up Equity Share Capital (Face Value of Rs.1/- per Equity Share) 921.00 921.00 920.40 921.00 920.40
15 Other Equity (Excluding Revaluation Reserve) 35,680.28 36,042.59
16 Earnings per share (EPS) (of Rs. 1 each)
(a) Basic 0.96 1.10 (1.05) 0.12 3.24
(b) Diluted 0.96 1.09 (1.05) 0.12 3.24

A

MUMBAI 400 104


THEMIS MEDICARE LIMITED

NOTES :

1) The above Audited Financial Results were reviewed by the Audit Committee and have been considered and approved by the Board of Directors at its respective meeting held on May 28, 2026.

2) The above financial results have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Rules, 2016.

3) The Company operates in a single Business segment i.e Pharmaceuticals and hence does not have any reportable segments as per Indian Accounting Standard (Ind AS) 108 - "Operating Segments".

4) On November 21, 2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and working Conditions Code, 2020 - consolidating 29 existing labour laws. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations. The Company has assessed and disclosed the incremental impact of these changes on the best information available and consistent with the guidance provided by the Institute of Chartered Accountants of India. Considering the regulatory-driven and non-recurring nature of this impact, the Company has presented such incremental impact under Exceptional Items amounting to Rs. 86.53 lacs in the consolidated financial results for the quarter and period ended December 31, 2025. The Company continues to monitor the finalisation of Central / State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments as needed.

5) The Board of Directors of the Company has recommended a dividend of Re. 0.50 per fully paid up equity share of the face value of Re. 1/- each for the Financial Year ended 31st March, 2026. This payment of dividend is subject to approval of members of the Company at ensuing Annual General Meeting of the Company.

6) The figures of the quarter ended March 31, 2026 are the balancing figures between audited figures for the full financial year and unaudited published year to date figures up to the third quarter of the financial year.

7) Figures for the corresponding previous year/period have been regrouped/rearranged, wherever necessary, to make them comparable.

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By Order of the Board
For THEMIS MEDICARE LTD

Dr. SACHIN PATEL
(Managing Director & CEO)
(DIN No. 00033353)

Place : Mumbai
Date : 28th May, 2026


THEMIS MEDICARE LTD

Consolidated Statement of Assets and Liabilities :

(Amount in INR Lakhs)

Particulars As at 31st March, 2026 As at 31st March, 2025
(Audited) (Audited)
ASSETS
Non-Current Assets
(a) Property, Plant and Equipment 16,639.99 17,203.05
(b) Capital Work-in-Progress 247.21 250.67
(c) Right-of-use Assets - -
(d) Intangible Assets 11.52 33.36
(e) Investments accounted for using the equity method 10,849.83 9,444.87
(f) Financial Assets
(i) Investments 33.73 31.82
(ii) Other Financial Assets 121.12 118.35
(g) Other Non-Current Assets 1,389.70 1,334.48
29,293.10 28,416.60
Current assets
(a) Inventories 8,108.72 8,431.45
(b) Financial Assets
(i) Trade Receivables 17,811.66 17,710.24
(ii) Cash and Cash Equivalents 453.81 655.94
(iii) Bank Balances Other than (ii) above 461.18 627.73
(iv) Other Financial Assets 641.10 621.15
(c) Other Current Assets 3,021.22 2,340.07
30,497.69 30,386.58
TOTAL 59,790.79 58,803.18
EQUITY AND LIABILITIES
Equity
(a) Equity Share capital 921.00 920.40
(b) Other Equity 38,937.38 39,339.71
Equity attributable to equity holders of the parent 39,858.38 40,260.11
Non Controlling Interest (0.16) (0.14)
Total Equity 39,858.22 40,259.97
Liabilities
Non Current Liabilities
(a) Financial Liabilities
(i) Borrowings 2,186.23 1,861.18
(ii) Lease Liabilities - -
(b) Provisions 193.58 186.50
(c) Deferred Tax Liabilities (Net) 936.80 883.07
3,316.61 2,930.75
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 7,822.89 6,437.67
(ii) Lease Liabilities - -
(iii) Trade Payables
Dues of Micro Enterprises and Small Enterprises 285.05 330.95
Dues of Creditor other than Micro Enterprises and Small Enterprises 4,798.48 4,812.80
(iv) Other Financial Liabilities 3,298.78 3,152.72
(b) Other Current Liabilities 74.02 112.96
(c) Provisions 336.74 180.36
(d) Current Tax Liabilities (Net) - 585.00
16,615.96 15,612.46
TOTAL 59,790.79 58,803.18

MUMBAI 400 104


THEMIS MEDICARE LTD

Consolidated Cash Flow Statement for the year ended 31st March 2026

(Amount in INR Lakhs)

Particulars As at 31st March, 2026 As at 31st March, 2025
(Audited) (Audited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit before tax 192.82 3,967.49
Adjustments for:
Depreciation and amortisation expense 1,032.11 992.87
(Profit) / Loss on sale of property, plant and equipment 7.17 (8.80)
Changes in fair value of financial instruments at fair value through profit or loss (1.91) 3.36
Dividend and interest income classified as investing cash flows (196.45) (154.80)
Finance costs 889.37 849.23
Adjustment on account of strike off of Subsidiary (5.35) -
Exchange differences in translating the financial statements of a foreign operation 4.65 0.07
Share of (profit) Loss from joint ventures and associates (1,404.84) (592.54)
Change in operating assets and liabilities:
(Increase)/Decrease in trade receivables (101.42) 84.31
(Increase)/Decrease in inventories 322.73 (1,374.02)
Increase/(decrease) in trade payables (60.22) 414.52
(Increase)/Decrease in other financial assets (22.72) (135.80)
(Increase)/decrease in other assets (681.14) (315.39)
Increase/(decrease) in provisions 65.22 69.11
(Increase)/Decrease in Other bank balance 166.55 309.70
Increase/(decrease) in other financial liabilities 146.06 413.22
Increase/(decrease) in other liabilities (38.94) 23.50
Cash generated from operations 313.69 4,546.03
Less: (Income taxes paid)/ refund received (Net) (640.22) (1,075.02)
Net cash inflow from operating activities (326.53) 3,471.01
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for property, plant and equipment (487.07) (1,542.64)
Proceeds from sale of investments (Payments for investments)(Net) - 2.18
Proceeds from sale of property, plant and equipment 36.14 168.22
Dividends received 169.33 42.82
Interest received 27.12 111.98
Net cash outflow from investing activities (254.48) (1,217.44)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issues of equity shares 18.18 (0.00)
Receipts / (Repayment) of Current borrowings 1,385.22 (464.15)
Receipts / (Repayment) of non Current borrowings 325.05 (816.22)
Interest paid (889.37) (849.23)
Dividends paid (460.20) (460.20)
Net cash inflow (outflow) from financing activities 378.88 (2,589.80)
Net increase (decrease) in cash and cash equivalents (202.13) (336.23)
Cash and Cash Equivalents at the beginning of the financial year 655.94 992.17
Cash and Cash Equivalents at end of the year 453.81 655.94
Reconciliation of cash and cash equivalents as per the cash flow statement:
Cash and cash equivalents as per above comprise of the following:
Balances with banks
- On current accounts 448.22 651.56
Cash on hand 5.59 4.38
Balances per statement of cash flows 453.81 655.94

1

MEDICARE LTD


THEMIS
MEDICARE

TML/BSE/NSE/2026-27/06
28th May, 2026

Corporate Relationship Department
BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai- 400001
Scrip Code – 530199

Listing Department
National Stock Exchange of India Limited
Exchange Plaza,
Bandra Kurla Complex,
Bandra (East), Mumbai- 400051
Symbol: THEMISMED

Dear Sir / Madam,

Sub: Submission of declaration as per second proviso to the Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 for the Annual Standalone and Consolidated Audited Financial Results for the year ended 31st March, 2026:

We hereby submit the following declaration regarding unmodified Auditors Report on the Standalone and Consolidated Audited Financial Results for the year ended 31st March, 2026.

DECLARATION

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended, we, the undersigned do hereby declare that in the Audit Report, accompanying the Annual Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended on 31st March, 2026, the Statutory Auditor, M/s Krishaan and Co., Chartered Accountants does not express any Modified Opinion(s) / Audit Qualification(s) / or other Reservation(s) and accordingly the statement on impact of audit qualifications is not required to be given.

This may be taken as compliance under the SEBI (LODR) Regulations, 2015.

Kindly acknowledge.

Thanking you,

Yours faithfully,

For Themis Medicare Limited

Dinesh
Digitally signed by
Dinesh Shantilal Patel

Shantilal Patel
Date: 2026.05.28
13:37:47 +05'30"

Dr. Dinesh S. Patel
Chairman & Director
DIN: 00033273

Themis Medicare Limited
Corporate Office: 11/12 Udyog Nagar, S V Road, Goregaon (W), Mumbai – 400 104, India
Tel.: 91-22-67607080Fax: 91-22-67607070/ 28746621
Regd. Office: Plot No. 69-A, G.I.D.C., Industrial Estate, Vapi-Gujarat
CIN No.: L24110GJ1969PLC001590 Tel/ Fax No.: Regd. Off.: 0260-2431447/ 2430219
E-mail: [email protected]*Website: www.themismedicare.com