Themis Medicare Limited has successfully concluded its postal ballot process, with shareholders approving all four proposed resolutions through remote e-voting. The company announced the results on 28th March, 2026, following the completion of the voting period on 27th March, 2026.

Postal Ballot Overview

The postal ballot was conducted in accordance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The voting process was overseen by Mr. Abhishek Wagh, Company Secretary (ACS 65319) of M/s. Abhishek Wagh & Associates, who was appointed as scrutinizer through a board resolution dated 13th February, 2026.

Resolution-wise Voting Results

All four resolutions received overwhelming shareholder support, with approval rates exceeding 99% for each proposal.

Resolution 1: Material Related Party Transactions

The first ordinary resolution approved material related party transactions with Themis Distributors Private Limited or Vividhmargi Investments Private Limited post-merger.

Resolution 2: Gujarat Themis Biosyn Limited Transactions

The second ordinary resolution approved material related party transactions with Gujarat Themis Biosyn Limited (GTBL).

Resolution 3: Dr. Sachin D. Patel Transaction

The third ordinary resolution approved material related party transactions with Dr. Sachin D. Patel up to Rs. 130 crores for promoters' inter-se transfer of equity shares of Gujarat Themis Biosyn Limited.

Resolution 4: Convertible Warrants Issuance

The special resolution approved the issuance of convertible warrants to Vividhmargi Investments Private Limited on a preferential basis.

Scrutinizer's Observations

The scrutinizer's report highlighted that promoter group votes were considered invalid for the first three resolutions as per Regulation 23 of SEBI (LODR) Regulations, 2015, since these involved related party transactions. A total of 2355780 promoter group votes were classified as invalid for resolutions 1-3, while no invalid votes were recorded for resolution 4.

The company confirmed that shareholders were provided an opportunity to comment on a corrigendum issued on 11th March, 2026, concerning modifications to Resolution 4, but no comments were received within the prescribed 48-hour period.

Compliance and Documentation

The postal ballot process was conducted entirely through electronic voting, with no physical ballot forms dispatched to shareholders. The company published advertisements in 'Indian Express' (English) and 'Financial Express' (Gujarati) newspapers on 26th February, 2026, informing shareholders about the completion of notice dispatch and e-voting procedures.

The voting results and scrutinizer's report have been made available on the company's website at www.themismedicare.com , ensuring transparency and regulatory compliance.

Vividhmargi Investments Private Limited has disclosed the acquisition of additional equity shares in Themis Medicare Limited through a scheme of amalgamation, as per regulatory filings submitted to stock exchanges on March 27, 2026.

Amalgamation Details

The acquisition stems from the Scheme of Amalgamation involving Vividh Distributors Private Limited (VDPL) and Themis Distributors Private Limited (TDPL) with Vividhmargi Investments Private Limited (VMIPL). The scheme was approved by the Central Government acting through the Regional Director, Western Region, Ministry of Corporate Affairs via order no. RD/WR/Sec.233/Vividhmargi/AC0118511/2025/7877 dated February 23, 2026.

All three entities—VDPL, TDPL, and VMIPL—are part of the promoter group of Themis Medicare Limited. The equity shares previously held by VDPL and TDPL in the target company were vested in VMIPL as on the effective date of March 24, 2026.

Shareholding Changes

The transaction resulted in significant changes to the shareholding structure:

Acquisition Details

The regulatory disclosure under Regulation 29(2) of SEBI Takeover Regulations provides comprehensive transaction details:

Regulatory Compliance

The disclosure was made under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The acquirer is exempted from making an open offer under the takeover regulations as the acquisition occurred through an approved amalgamation scheme.

The transaction represents a consolidation of shareholding within the promoter group, with Vividhmargi Investments Private Limited emerging as the primary holding entity for the promoter group's stake in Themis Medicare Limited. The filing confirms that no shares are encumbered and no voting rights exist otherwise than by shares.