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Themis Medicare Ltd. — Proxy Solicitation & Information Statement 2026
Mar 10, 2026
59390_rns_2026-03-10_19ee97db-a3f3-4c91-ba11-0cfdc2c9ddd2.pdf
Proxy Solicitation & Information Statement
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TML/BSE/NSE/2025-26/58
10[th] March, 2026
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Corporate Relationship Department Listing Department BSE Limited National Stock Exchange of India Limited Floor 25, Phiroze Jeejeebhoy Towers Exchange Plaza, Dalal Street, Mumbai- 400001 Bandra Kurla Complex, Scrip Code – 530199 Bandra (East), Mumbai- 400051 Symbol: THEMISMED
Dear Sir / Madam,
Reference: Notice of Postal Ballot of Themis Medicare Limited (“Company”) dated 25[th] February, 2026 dispatched on 25[th] February, 2026 (“Postal Ballot Notice”)
Subject: Corrigendum to the Notice of Postal Ballot dated 25[th] February, 2026
Further to our earlier intimation dated 25[th] February, 2026 regarding issue of Postal Ballot Notice seeking approval of the Members, inter-alia for issue of convertible equity warrants on preferential basis, the Company has received few observations from National Stock Exchange of India Limited (“NSE”) vide its letter dated 6[th ] March, 2026, pursuant to the In-Principle Approval Application filed by the Company.
Accordingly, in continuation to the Postal Ballot Notice together with the explanatory statement annexed thereto, the Company has issued attached corrigendum to its members. The Corrigendum shall form an integral part of and should be read in conjunction with the said Postal Ballot Notice.
All other contents of the Postal Ballot Notice, save and except as modified or supplemented by the Corrigendum, shall remain unchanged.
This Corrigendum will be published in one English language newspaper and one Gujarati language newspaper having wide circulation in the district where the registered office of the Company is situated, namely The Indian Express (English edition) and in Financial Express (Gujarati edition) on 11[th] March, 2026. The Corrigendum shall also be made available on the websites of the stock exchanges, i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com, as well as on the website of the Company at www.themismedicare.com. Further, the Corrigendum is circulated to the members through electronic means, in the same manner as the Postal Ballot Notice, to ensure adequate dissemination of information prior to the commencement of e-voting.
This is for your information and record please.
For Themis Medicare Limited,
Dinesh Digitally signed by Dinesh Shantilal Patel Shantilal Patel Date: 2026.03.10 22:39:37 +05'30' 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.:* 91-22-67607080 Fax:* 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
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THEMIS MEDICARE LIMITED
CIN: L24110GJ1969PLC001590
Regd. Office. Plot no. 69-A, GIDC Industrial Estate, Vapi-396 195, Dist. Valsad, Gujarat Phone No: 91-22-67607080 Fax: 91-22-67607070
website www.themismedicare.com. E-mail: [email protected]
CORRIGENDUM TO THE POSTAL BALLOT NOTICE DATED 25[TH] FEBRUARY 2026
In furtherance to the Postal Ballot Notice dated 25[th] February 2026 issued by the Company seeking approval of the Members, inter alia, for issuance of Convertible Equity Warrants on preferential basis to Vividhmargi Investments Private Limited (VMIPL), Promoter Group Company, as set out in Item No. 4 of the Notice, the Company had filed an application with BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) for obtaining in-principle approval for the proposed preferential issue of warrants.
Pursuant to the review of the said application, NSE has asked the Company to furnish certain clarifications and additional information with respect to the disclosures contained in the Postal Ballot Notice. In order to comply with the said requirements, the Company hereby issues this Corrigendum to its Postal Ballot Notice and Explanatory statement dated 25[th] February 2026.
Accordingly, in continuation to the Postal Ballot Notice together with the explanatory statement annexed thereto, this corrigendum (“Corrigendum”) is being issued and same shall form an integral part of and should be read in conjunction with the Postal Ballot Notice dated 25[th] February 2026 and Explanatory statement annexed thereto.
Pursuant to the Corrigendum, Members are hereby informed and requested to note the following changes in the Resolution and explanatory statement to Item No. 4 as set out in the Notice:
| Sr. No. |
Point No. | Details |
|---|---|---|
| 1 | Resolution No. 4 – 1st Para |
The following: at a price of Rs. 100 (Rupees One Hundred only) each, {including premium of Rs. 99 (Rupees Ninety-Nine only) each} payable in cash (‘Warrants Issue Price’), aggregating up to Rs. 45,95,79,500 (Rupees Forty-Five Crore Ninety- Five Lakh Seventy-Nine Thousand Five Hundred only) To be replaced with: at a price of Rs. 102.87 (Rupees One Hundred Two and Eighty-Seven Paise only) each {including premium of Rs. 101.87 (Rupees One Hundred One and Eighty-Seven Paise only) each} payable in cash (‘Warrants Issue Price’), aggregating up to Rs. 47,27,69,432 (Rupees Forty-Seven Crores Twenty-Seven Lakh Sixty-Nine Thousand Four Hundred Thirty-Two only). |
| 2 | Resolution No. 4 – 3rd Para – Clause (b) |
The following: Minimum 25% of the Warrants Issue Price i.e. Rs. 11,48,94,875 (Rupees Eleven Crore Forty-Eight Lakh Ninety-Four Thousand Eight Hundred Seventy-Five only) shall be paid at the time of subscription and allotment of each Warrant. The warrant holder will be required to make further payments which is equivalent to 75% of the Warrants Issue Price i.e. Rs. 34,46,84,625 (Rupees Thirty-Four Crore Forty-Six Lakh Eighty-Four Thousand Six Hundred Twenty- |
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THEMIS MEDICARE LIMITED
CIN: L24110GJ1969PLC001590
Regd. Office. Plot no. 69-A, GIDC Industrial Estate, Vapi-396 195, Dist. Valsad, Gujarat Phone No: 91-22-67607080 Fax: 91-22-67607070
website www.themismedicare.com. E-mail: [email protected]
| Sr. No. |
Point No. | Details |
|---|---|---|
| Five only) at the time of exercise of the right attached to Warrant(s) to subscribe to equity share(s). To be replaced with: Minimum 25% of the Warrants Issue Price i.e. Rs. 11,81,92,358 (Rupees Eleven Crore Eighty-One Lakh Ninety-Two Thousand Three Hundred Fifty-Eight only) shall be paid at the time of subscription and allotment of each Warrant. The warrant holder will be required to make further payments which is equivalent to 75% of the Warrants Issue Price i.e. Rs. 35,45,77,074 (Rupees Thirty-Five Crore Forty-Five Lakh Seventy-Seven Thousand Seventy-Four only) at the time of exercise of the right attached to Warrant(s)to subscribe to equityshare(s). |
||
| 3 | Item No. 4 of the Explanatory Statement – Para 3 of the Introduction |
The following: at a price of Rs. 100 per Warrant determined in accordance with the SEBI (ICDR) Regulations including premium of Rs. 99 per Warrant payable in cash (Warrants Issue Price) To be replaced with: at a price of Rs. 102.87 per Warrant determined in accordance with the SEBI (ICDR) Regulations including premium of Rs. 101.87 per Warrant payable in cash(Warrants Issue Price). |
| 4 | Item No. 4 of the Explanatory Statement – Para 4 of the Introduction |
The following: at a price of Rs. 100 (Rupees One Hundred only) each {including premium of Rs. 99 (Rupees Ninety-Nine only) each} payable in cash (‘Warrants Issue Price’), aggregating up to Rs. 45,95,79,500 (Rupees Forty-Five Crore Ninety- Five Lakh Seventy-Nine Thousand Five Hundred only). To be replaced with: at a price of Rs. 102.87 (Rupees One Hundred Two and Eighty-Seven Paise only) each {including premium of Rs. 101.87 (Rupees One Hundred One and Eighty-Seven Paise only) each} payable in cash (‘Warrants Issue Price’), aggregating up to Rs. 47,27,69,432 (Rupees Forty-Seven Crore Twenty-Seven Lakh Sixty-Nine Thousand Four Hundred Thirty-Two only). |
| 5 | Item No. 4 of the Explanatory Statement – Sub Clause (1) (Note) |
The following: “Estimated Amount to be utilized shall be decided by the Board at their own discretion” To be replaced with: “Estimated Amount to be utilized shall be decided by the Board at their own discretion” “as per the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and in compliance with applicable laws.” |
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THEMIS MEDICARE LIMITED
CIN: L24110GJ1969PLC001590
Regd. Office. Plot no. 69-A, GIDC Industrial Estate, Vapi-396 195, Dist. Valsad, Gujarat Phone No: 91-22-67607080 Fax: 91-22-67607070
website www.themismedicare.com. E-mail: [email protected]
| Sr. No. |
Point No. | Details |
|---|---|---|
| 6 | Item No. 4 of the Explanatory Statement – Sub Clause (2) Para 2 |
The following: Minimum amount of Rs. 11,48,94,875 (Rupees Eleven Crore Forty-Eight Lakh Ninety-Four Thousand Eight Hundred Seventy-Five only), which is equivalent to 25% of the Warrant Issue Price shall be paid at the time of subscription and allotment of each Warrant. The warrant holder will be required to make further payments of Rs. 34,46,84,625 (Rupees Thirty-Four Crore Forty-Six Lakh Eighty-Four Thousand Six Hundred Twenty-Five only), being equivalent to 75% of the Warrants Issue Price at the time of exercise of the right attached to Warrant(s) to subscribe to equity share(s). To be replaced with: Minimum 25% of the Warrants Issue Price i.e. Rs. 11,81,92,358 (Rupees Eleven Crore Eighty-One Lakh Ninety-Two Thousand Three Hundred Fifty-Eight only) shall be paid at the time of subscription and allotment of each Warrant. The warrant holder will be required to make further payments which is equivalent to 75% of the Warrants Issue Price i.e. Rs. 35,45,77,074 (Rupees Thirty-Five Crore Forty-Five Lakh Seventy-Seven Thousand Seventy-Four only) at the time of exercise of the right attached to Warrant(s)to subscribe to equityshare(s). |
| 7 | Item No. 4 of the Explanatory Statement – Sub Clause (4) |
The following: Up to 45,95,795 Warrants at a price of Rs. 100 (Rupees One Hundred only)per Warrant including a premium of Rs. 99 (Rupees Ninety-Nine only)per Warrant. To be replaced with:Up to 45,95,795 Warrants at a price of Rs. 102.87 (Rupees One Hundred Two and Eighty-Seven Paise only) per Warrant including a premium of Rs. 101.87 (Rupees One Hundred One and Eighty-Seven Paise only) per Warrant. |
| 8 | Item No. 4 of the Explanatory Statement – Sub Clause (5) para 3 |
The following: In terms of the SEBI ICDR Regulations, the floor price at which the Warrants can be issued is Rs. 100 (Rupees One Hundred only) per Warrant including a premium of Rs. 99 (Rupees Ninety-Nine only) per Warrant, as per the pricing formula prescribed under the SEBI ICDR Regulations for the Preferential Issue and is the highest of the following: (a) 90 (ninety) trading days volume weighted average price (VWAP) of the equity shares of the Company preceding the Relevant Date: i.e. Rs. 99.76 (Rupees Ninety-Nine and Seventy-Six Paise only) per equity share which has been rounded off to Rs. 100 per equity share. To be replaced with: In terms of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), the floor price at which the Warrants can be issued is Rs. 102.87 (Rupees One Hundred Two and Eighty- Seven Paise only) per Warrant, including a premium of Rs. 101.87 (Rupees One Hundred One and Eighty-Seven Paise only) per Warrant,as determined in |
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THEMIS MEDICARE LIMITED
CIN: L24110GJ1969PLC001590
Regd. Office. Plot no. 69-A, GIDC Industrial Estate, Vapi-396 195, Dist. Valsad, Gujarat Phone No: 91-22-67607080 Fax: 91-22-67607070
website www.themismedicare.com. E-mail: [email protected]
| Sr. No. |
Point No. | Details |
|---|---|---|
| accordance with the pricing formula prescribed under the SEBI ICDR Regulations for the Preferential Issue and being the highest of the following: (a) 90 (ninety) trading days volume weighted average price (VWAP) of the equity shares of the Company preceding the Relevant Date: i.e. Rs. 102.87 (Rupees One Hundred Two and Eighty-Seven Paise only) per warrant. |
||
| 9 | Item No. 4 of the Explanatory Statement – Sub Clause (6) para 2 |
The following: at a price of Rs. 100 per Warrant in accordance with the SEBI (ICDR) Regulations including a premium of Rs. 99 per Warrant payable in cash (Warrants Issue Price). To be replaced with: at a price of Rs. 102.87 (Rupees One Hundred Two and Eighty-Seven Paise only) per Warrant in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 including a premium of Rs. 101.87 (Rupees One Hundred One and Eighty-Seven Paise only) per Warrant payable in cash (Warrants Issue Price). |
| 10 | Item No. 4 of the Explanatory Statement – Sub Clause (8) |
The reference FY 2024-2025 shall be replaced with FY 2025-26. |
| 11 | Item No. 4 of the Explanatory Statement – Sub Clause (20) |
The web-link www.themismedicare.com shall be replaced with https://sl1nk.com/jhZ8I |
On and from the date hereof, the Postal Ballot Notice dated February 25, 2026 shall always be read in conjunction with this Corrigendum. Other than the above modifications, all other contents of the Postal Ballot Notice dated February 25, 2026, save and except as modified or supplemented by this Corrigendum shall remain unchanged.
All Members, Stock Exchanges, depositories, registrar and share transfer agent, agencies appointed for e-voting, other authorities, regulators and all other concerned persons are requested to take note of the above changes.
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THEMIS MEDICARE LIMITED
CIN: L24110GJ1969PLC001590
Regd. Office. Plot no. 69-A, GIDC Industrial Estate, Vapi-396 195, Dist. Valsad, Gujarat Phone No: 91-22-67607080 Fax: 91-22-67607070
website www.themismedicare.com. E-mail: [email protected]
In order to provide shareholders with adequate opportunity to consider the above modifications, the Company is providing a window of 48 hours from the date of dissemination of this Corrigendum for shareholders to provide their comments on resolution No. 4 i.e., “Approval of Issuance of Convertible Warrants to VMIPL, Promoter Group Company on Preferential Basis”, if they so desire by e-mail to Company at [email protected]. All the members who have already casted their votes on the ongoing postal ballot and if they wish to modify their votes in light of the information provided in the Corrigendum, they can do so by writing an email to the scrutinizer at their email address [email protected] on or before conclusion of e-voting on Friday, 27[th] March, 2026 at 05:00 p.m. The scrutinizer will ensure that any modifications to the votes and comments by the members are duly recorded and taken into consideration while preparing Scrutinizer Report.
This Corrigendum shall be circulated to the Members through electronic means in the same manner as the Postal Ballot Notice and shall also be made available on the websites of the Stock Exchanges, CDSL and the Company.
By order of the Board For Themis Medicare Limited
Sd/Nagraj Mogaveera Interim Company Secretary Date: 10[th] March 2026 Place: Mumbai
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