Pharmaceutical Business Group (India) Limited has disclosed an indirect encumbrance over 5,12,40,000 equity shares of Gujarat Themis Biosyn Limited , representing 47.02% of the target company's equity share capital. The encumbrance follows the creation of a pledge and a non-disposal undertaking by Vividhmargi Investments Private Limited (VIPL) over shares held in Pharmaceutical Business Group (India) Limited. As Pharmaceutical Business Group (India) Limited is a promoter group entity, this action results in an indirect charge on the shares it holds in Gujarat Themis Biosyn Limited.

The disclosure was submitted to BSE Limited and National Stock Exchange of India Limited on July 3, 2026, in compliance with Regulation 31 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. VIPL executed a Pledge Agreement-cum-Non-Disposal Undertaking on June 28, 2026, in favour of CTL Trusteeship Limited, acting as the Debenture Trustee. This agreement is connected to a Debenture Trust Deed dated June 25, 2026.

The underlying encumbrance involves a pledge over 25,24,245 equity shares, constituting 51% of the issued and paid-up share capital of Pharmaceutical Business Group (India) Limited. Additionally, a non-disposal undertaking was created over 21,57,855 equity shares, representing 47.98% of the promoter group entity's capital. Consequently, the 5,12,40,000 shares held by Pharmaceutical Business Group (India) Limited in Gujarat Themis Biosyn Limited are now indirectly encumbered.

Details of Encumbrance

The following table outlines the shareholding and the details of the encumbrance event:

Gujarat Themis Biosyn Limited has secured shareholder approval to raise capital through a Qualified Institutions Placement (QIP) of equity shares. The special resolution was passed with 99.98% of votes in favour, authorizing the company to issue shares to qualified institutional buyers. This approval enables the company to access funds from institutional investors to support its financial objectives.

The voting process was conducted via remote e-voting, managed by Central Depository Services (India) Limited (CDSL). The e-voting period commenced on June 9, 2026, and concluded on July 8, 2026. A total of 79,477,366 votes were cast in favour of the resolution, while 18,941 votes were cast against it. The resolution required a special majority, which was comfortably met.

Voting Breakdown

The voting results were categorized by shareholder groups, with the promoter and promoter group casting 76,557,741 votes in favour, representing 100% of their polled votes. Public institutions and non-institutional shareholders also supported the resolution, with 98.54% and 99.98% of their respective votes in favour.

Procedural Details

The postal ballot notice was dispatched electronically to shareholders on June 8, 2026. Advertisements regarding the completion of dispatch were published in the 'Western Times' (English and Gujarati editions) on June 9, 2026. The scrutinizer, CS Ketan Ravindra Shirwadkar of KRS AND CO., confirmed that the voting process was conducted in a fair and transparent manner.

The scrutinizer's report, dated July 9, 2026, validated the results and confirmed the resolution's passage. The company will now proceed with the QIP process, subject to regulatory approvals and market conditions. The detailed voting results and scrutinizer's report are available on the company's website.