THEMISMED - Themis Medicare
📢 Recent Corporate Announcements
Dr. Dinesh S. Patel, on behalf of the promoter group of Themis Medicare Limited, has filed a disclosure under Regulation 31(4) of SEBI (SAST) Regulations. The declaration confirms that the promoters and persons acting in concert have not created any new encumbrances on their shares during the financial year ended March 31, 2026. The filing notes that existing pledges by Vividhmargi Investments Private Limited from FY 2023-24 were already disclosed. This is a routine annual compliance filing that ensures transparency regarding promoter shareholding stability.
- Declaration filed under Regulation 31(4) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
- Promoter group confirmed no new pledges or encumbrances were made during the financial year ended March 31, 2026.
- Disclosure covers 13 promoter and promoter group entities including Gedeon Richter Investment Management Ltd.
- Clarified that previous pledges by Vividhmargi Investments Private Limited (FY 2023-24) remain on record.
Themis Medicare Limited has submitted its quarterly compliance certificate under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018, for the quarter ended March 31, 2026. The certificate, issued by MUFG Intime India Private Limited, confirms that all securities received for dematerialization were processed and listed on the stock exchanges. It also verifies that physical certificates were mutilated and cancelled as per regulatory requirements. This filing is a standard administrative procedure to ensure the accuracy of the company's shareholding records.
- Compliance certificate issued for the quarter ended March 31, 2026.
- Confirmation provided by Registrar and Share Transfer Agent, MUFG Intime India Private Limited.
- Securities received for dematerialization were confirmed and listed on BSE and NSE.
- Physical security certificates were mutilated and cancelled within prescribed timelines.
Shareholders of Themis Medicare have approved four key resolutions via postal ballot, including a significant inter-se transfer of Gujarat Themis Biosyn Limited (GTBL) shares worth up to Rs 130 crore to Dr. Sachin D. Patel. The company also received approval for the issuance of convertible warrants to the promoter group entity, Vividhmargi Investments Private Limited, on a preferential basis. Additionally, material related party transactions with Themis Distributors and GTBL were cleared. All resolutions passed with a requisite majority, with the warrant issuance receiving 99.65% votes in favor.
- Approved inter-se transfer of GTBL equity shares held by the company to Dr. Sachin D. Patel for up to Rs 130 crore
- Authorized issuance of convertible warrants to promoter group company Vividhmargi Investments Private Limited on a preferential basis
- Passed material Related Party Transactions with Gujarat Themis Biosyn Limited (GTBL) and Themis Distributors Private Limited
- The resolution for warrant issuance received 99.65% votes in favor from participating shareholders
- Total of 4 resolutions were passed via remote e-voting with the required majority
Vividhmargi Investments Private Limited (VMIPL) has increased its stake in Themis Medicare from 15.77% to 26.52% following the merger of two other promoter entities into itself. The transaction involves the transfer of 99,01,040 equity shares (10.76% of total capital) from Vividh Distributors and Themis Distributors as part of a court-approved scheme of amalgamation. This is an internal restructuring within the promoter group and is exempt from open offer requirements under SEBI (SAST) Regulations. The total promoter holding in the company remains unchanged despite the consolidation of entities.
- Vividhmargi Investments (VMIPL) stake increased from 15.77% to 26.52% post-amalgamation.
- A total of 99,01,040 equity shares were transferred to VMIPL effective March 24, 2026.
- Vividh Distributors (7.78%) and Themis Distributors (2.98%) have ceased to hold shares individually.
- The transaction is an exempt inter-se transfer under Regulation 10(1)(d)(iii) of SEBI Takeover Regulations.
Themis Medicare Limited has received a notice under Section 226(3) of the Income Tax Act, 1961, for outstanding tax demands totaling ₹13.32 crore. The demand pertains to three assessment years: 2017-18, 2018-19, and 2020-21. The company has stated its intention to file an appeal before higher appellate forums to contest these demands. While the company claims no adverse impact on operations, the demand represents a significant potential cash outflow.
- Total aggregate tax demand of ₹13.32 crore received from Income Tax Department, Vapi.
- Major portion of the demand (₹8.71 crore) relates to Assessment Year 2017-18.
- Additional demands of ₹4.17 crore for AY 2018-19 and ₹0.44 crore for AY 2020-21.
- Notice issued under Section 226(3) which relates to recovery proceedings for outstanding dues.
- Company is in the process of preferring an appeal to defend its position.
Gujarat Themis Biosyn Limited has notified the exchanges regarding the closure of its trading window for all designated persons and their immediate relatives starting April 1, 2026. This action is in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, ahead of the Q4 FY2025-26 financial results. The window will remain closed until 48 hours after the audited financial results for the quarter ending March 31, 2026, are declared. The specific date for the Board Meeting to approve these results will be communicated at a later date.
- Trading window closure effective from Wednesday, April 1, 2026
- Closure pertains to the audited financial results for the quarter ending March 31, 2026
- Window to reopen 48 hours after the official declaration of financial results
- Compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015
- Board meeting date for result approval to be announced in due course
Themis Medicare Limited has announced the closure of its trading window for all designated persons and their immediate relatives starting April 1, 2026. This move is a standard regulatory requirement under SEBI (Prohibition of Insider Trading) Regulations, 2015, ahead of the declaration of financial results. The closure pertains to the audited financial results for the quarter and year ending March 31, 2026. The trading window will remain closed until 48 hours after the results are officially declared to the stock exchanges.
- Trading window closure effective from Wednesday, April 1, 2026.
- Closure is related to the audited financial results for the quarter ending March 31, 2026.
- The window will reopen 48 hours after the board meeting and result declaration.
- The specific date for the Board Meeting to approve results will be announced in due course.
Themis Medicare has issued a corrigendum to its postal ballot notice, increasing the issue price of 45,95,795 convertible warrants from Rs 100 to Rs 102.87 per warrant. This adjustment follows observations from the National Stock Exchange (NSE) regarding the pricing formula under SEBI (ICDR) Regulations. The total fundraise amount has consequently increased from approximately Rs 45.96 crore to Rs 47.28 crore. The warrants are being issued on a preferential basis to the promoter group entity, Vividhmargi Investments Private Limited.
- Issue price revised from Rs 100 to Rs 102.87 per warrant based on NSE regulatory observations
- Total aggregate fundraise increased by approximately Rs 1.32 crore to a total of Rs 47.28 crore
- Issuance of 45,95,795 warrants to promoter group company Vividhmargi Investments Private Limited
- Upfront payment of 25% revised to Rs 11.82 crore, with the remaining 75% due upon warrant exercise
- Shareholders who already voted have until March 27, 2026, to modify their votes in light of the changes
Themis Medicare's Preferential Issue Committee has revised the pricing for its upcoming warrant issuance to Vividhmargi Investments Private Limited. The issue price has been increased from Rs 100 to Rs 102.87 per convertible equity warrant to comply with SEBI (ICDR) pricing regulations. The company intends to issue up to 45,95,795 warrants, which represents approximately 4.99% of the total shareholding. This capital infusion is subject to shareholder and stock exchange approvals.
- Revised issue price of convertible equity warrants to Rs 102.87 from the previous Rs 100 per warrant
- Proposed issuance of up to 45,95,795 warrants to a single investor, Vividhmargi Investments Private Limited
- The total issuance represents up to 4.99% of the company's total shareholding post-conversion
- Pricing adjustment follows a modified certificate from practicing company secretaries to meet SEBI Regulation 164 requirements
- Approved a corrigendum to the Postal Ballot Notice dated February 25, 2026, to reflect these changes
Themis Medicare's Preferential Issue Committee has approved the issuance of 45,95,795 convertible equity warrants to Vividhmargi Investments Private Limited. The issue price is fixed at Rs 100 per warrant, which is a slight premium over the SEBI-mandated minimum price of Rs 99.76. This capital infusion will result in a total fundraise of approximately Rs 45.96 crore upon full conversion. The company has initiated a postal ballot process for shareholder approval, with voting ending on March 27, 2026.
- Approved allotment of 45,95,795 convertible equity warrants to M/s. Vividhmargi Investments Private Limited
- Issue price set at Rs 100.00 per warrant, exceeding the SEBI minimum price of Rs 99.76
- Total potential fundraise estimated at approximately Rs 45.96 crore
- Postal ballot for shareholder approval scheduled from February 26 to March 27, 2026
- Relevant date for the preferential issue fixed as February 25, 2026
Themis Medicare Limited has issued a postal ballot notice to obtain shareholder approval for material related party transactions (RPTs) scheduled for the 2026-27 financial year. The company is proposing a transaction limit of ₹250 crore with Themis Distributors Private Limited (or VMIPL post-merger) and ₹50 crore with Gujarat Themis Biosyn Limited. These transactions are stated to be in the ordinary course of business and conducted on an arm's length basis. The e-voting period for shareholders is set from February 26, 2026, to March 27, 2026.
- Proposed related party transactions with Themis Distributors/VMIPL capped at ₹250 crore for FY27
- Proposed transactions with Gujarat Themis Biosyn Limited (GTBL) capped at ₹50 crore for FY27
- Transactions involve the sale, purchase, or supply of goods and services in the ordinary course of business
- Remote e-voting period runs from February 26, 2026, to March 27, 2026
- Final results of the postal ballot will be declared on or before March 31, 2026
Themis Medicare Limited has announced the resignation of Mr. Pradeep M. Chandan from his roles as Company Secretary, Compliance Officer, and Key Managerial Personnel (KMP). The resignation is effective from February 13, 2026, as per the official communication filed with the exchanges. Mr. Chandan cited other professional commitments as the primary reason for his departure. The company will now need to appoint a successor to ensure continued adherence to regulatory and compliance standards.
- Mr. Pradeep M. Chandan resigned as Company Secretary, Compliance Officer, and KMP effective February 13, 2026.
- The resignation letter was submitted on February 12, 2026, and acknowledged by the board on February 14, 2026.
- The departure is attributed to other professional commitments rather than any internal disputes.
- The company is required to appoint a new Compliance Officer and KMP to maintain regulatory standards.
Themis Medicare reported a standalone net profit of ₹4.58 crore for Q3 FY26, showing recovery from a loss in the previous quarter, though 9-month performance remains at a net loss of ₹16.15 crore. The board has approved a preferential issue of up to 45,95,795 convertible warrants to the promoter group, representing a 4.99% stake. Additionally, the company approved an internal transfer of a 3% stake in Gujarat Themis Biosyn Limited within the promoter group. Management changes were also announced, with Nagraj Mogaveera appointed as the Interim Company Secretary and Compliance Officer.
- Standalone Revenue for Q3 FY26 stood at ₹90.13 crore, a slight decline from ₹93.81 crore in the previous year's quarter.
- Net Profit for the quarter improved to ₹4.58 crore, up from ₹3.08 crore YoY, despite a cumulative 9-month loss of ₹16.15 crore.
- Board approved a preferential allotment of convertible equity warrants to promoters for up to 4.99% of total shareholding.
- Approved inter-se transfer of up to 3% equity in Gujarat Themis Biosyn Limited (GTBL) within the promoter group at market price.
- Nagraj Mogaveera appointed as Interim Company Secretary & Compliance Officer effective February 14, 2026.
Themis Medicare reported a standalone net profit of ₹4.58 crore for Q3 FY26, showing recovery from previous losses despite a slight revenue dip to ₹90.13 crore. The board has approved a significant fundraise through the issuance of 45.96 lakh convertible warrants to the promoter group, representing a 4.99% stake. Additionally, the company announced a management change with the resignation of its Company Secretary and an internal transfer of a 3% stake in its subsidiary, Gujarat Themis Biosyn Limited. While the quarterly performance is positive, the company remains in a net loss position of ₹16.15 crore for the nine-month period ended December 2025.
- Standalone Revenue for Q3 FY26 stood at ₹90.13 crore compared to ₹93.81 crore in Q3 FY25.
- Net Profit for the quarter improved to ₹4.58 crore from ₹3.08 crore in the corresponding previous year quarter.
- Board approved preferential allotment of 45,95,795 convertible warrants (4.99% stake) to Promoters.
- Mr. Nagraj Mogaveera appointed as Interim Company Secretary effective February 14, 2026, following the resignation of Mr. Pradeep Chandan.
- Approved inter-se transfer of up to 3% equity stake in Gujarat Themis Biosyn Limited (GTBL) within the promoter group.
Themis Medicare reported a significant turnaround in Q3 FY26 with PAT reaching ₹10.09 crore compared to ₹0.52 crore in the previous year, despite a 3.9% dip in revenue to ₹90.13 crore. The API business showed strong momentum, more than doubling year-on-year, while the formulations segment faced regulatory headwinds in a major business line. EBITDA margins improved by 178 bps to 10.87% due to cost rationalization and a shift in the sales mix toward higher-margin products. However, the 9-month performance remains weak with a net loss of ₹7.74 crore, reflecting a challenging first half of the fiscal year.
- Q3 FY26 PAT grew by 1843% YoY to ₹10.09 Cr, significantly aided by a ₹5.52 Cr share of profit from associates/JV.
- API business revenue more than doubled YoY in Q3, helping offset a decline in the formulations segment.
- EBITDA margin expanded by 178 bps YoY to 10.87% through cost optimization and improved field force productivity.
- Hospital business remains the primary growth driver, contributing 49% to the revenue mix in 9M FY26.
- R&D investment remains steady at approximately 3% of revenue, focusing on complex injectables and differentiated products.
Financial Performance
Revenue Growth by Segment
The company operates in a single segment, Pharmaceuticals, which grew 6.22% in FY25 to INR 405.51 Cr from INR 381.76 Cr in FY24. However, Q2 FY26 revenue of INR 77.99 Cr represents a 33.3% YoY decline from INR 117.01 Cr in Q2 FY25 due to export order delays and market imitations.
Geographic Revenue Split
Exports contribute approximately 25-30% of total revenue, while the remaining 70-75% is derived from the domestic Indian market. Export revenue was specifically impacted in Q4 FY25 due to a temporary halt from a major customer.
Profitability Margins
Net Profit After Tax (PAT) margin declined from 11.35% in FY23 to 7.27% in FY25. The company reported a net loss margin of 4.0% (INR -3.1 Cr) in Q2 FY26 compared to a profit margin of 14.6% (INR 17.1 Cr) in Q2 FY25, driven by higher employee costs and JV losses.
EBITDA Margin
EBITDA margin (excluding other income) stood at 12.10% in FY25, down from 13.93% in FY24. In Q2 FY26, the EBITDA margin turned negative at -4.6% (INR -3.6 Cr loss) compared to 12.2% (INR 14.3 Cr profit) in Q2 FY25, reflecting a 137% drop in operating profitability.
Capital Expenditure
Not disclosed in available documents, though the company is investing in building teams for its new hospital segment, which increased employee costs in FY25.
Credit Rating & Borrowing
The company maintains a credit rating constrained by moderate scale. Positive rating action is tied to achieving a PBILDT margin exceeding 16% and interest coverage above 4x. Finance costs for the half-year ended September 2025 were INR 5.23 Cr.
Operational Drivers
Raw Materials
Synthetic Active Pharmaceutical Ingredients (APIs) and formulation excipients represent approximately 30-40% of the total cost structure. Raw material costs in FY25 were INR 131.99 Cr, a slight decrease from INR 136.71 Cr in FY24.
Import Sources
The company imports 5-10% of its total raw material purchases from international markets, providing a partial natural hedge against its 25-30% export revenue.
Key Suppliers
Not disclosed in available documents; however, the company maintains a moderately concentrated supplier base.
Capacity Expansion
The Richter Themis Medicare JV facility, which suffered a fire in November 2024, resumed operations in January 2025 with limited capacity. Full capacity restoration timelines are not specified.
Raw Material Costs
Raw material costs as a percentage of revenue stood at approximately 32.5% in FY25. Procurement is susceptible to price volatility, which directly impacts the PBILDT margin, currently at 13.10%.
Manufacturing Efficiency
Manufacturing efficiency was negatively impacted by a fire incident at the Richter Themis Medicare JV on November 7, 2024, which led to significant losses and reduced capacity utilization through early 2025.
Logistics & Distribution
Other expenses, including incremental travel and marketing costs for the hospital segment, contributed to the decline in operating margins to 12.10% in FY25.
Strategic Growth
Expected Growth Rate
20%
Growth Strategy
Growth is targeted through the expansion of the hospital segment, building specialized teams, and leveraging core competence in synthetic APIs and finished formulations. Management is also focusing on clearing export order backlogs and addressing market imitations.
Products & Services
The company sells finished pharmaceutical formulations and synthetic Active Pharmaceutical Ingredients (APIs). It is also expanding into hospital-segment-specific pharmaceutical services.
Brand Portfolio
Richter Themis (Joint Venture).
New Products/Services
The company is launching a dedicated hospital segment, which required an increase in employee costs in FY25 to build out the necessary sales and clinical teams.
Market Expansion
Targeting increased penetration in export markets (currently 25-30% of revenue) and the domestic hospital segment.
Market Share & Ranking
Not disclosed in available documents; industry is described as highly fragmented and intensely competitive.
Strategic Alliances
Richter Themis Medicare (India) Private Limited is a key Joint Venture; its performance significantly impacts consolidated PAT (losses incurred in FY25 due to fire).
External Factors
Industry Trends
The pharmaceutical industry is currently growing but faces disruption from substandard imitations and intense price competition. Themis is positioning itself by moving into the hospital segment to find higher-margin niches.
Competitive Landscape
Intense competition from both large players and fragmented smaller manufacturers in the API and formulation space.
Competitive Moat
The company's moat is based on accredited manufacturing and R&D facilities and a long track record. However, this moat is currently under pressure from imitations of its high-margin products.
Macro Economic Sensitivity
Highly sensitive to input price volatility, with raw materials making up 30-40% of costs. A 10% increase in raw material costs could potentially swing the current marginal EBITDA into deeper losses.
Consumer Behavior
Shift toward hospital-channel pharmaceutical procurement is the primary trend the company is currently exploiting.
Geopolitical Risks
Export revenue (25-30%) is subject to international trade regulations and customer-specific stability, as evidenced by the Q4 FY25 export halt.
Regulatory & Governance
Industry Regulations
Operations are governed by manufacturing standards for accredited facilities. The company must comply with stringent quality controls to prevent imitations from eroding its market share.
Taxation Policy Impact
The effective tax rate is impacted by deferred tax adjustments; the company recorded a tax credit in Q2 FY26 due to losses.
Risk Analysis
Key Uncertainties
The primary uncertainty is the duration of the impact from substandard imitations, which caused a net loss of INR 14.22 Cr in Q1 FY26. JV recovery post-fire also remains a key variable.
Geographic Concentration Risk
Approximately 70-75% of revenue is concentrated in India, with the remaining 25-30% in export markets.
Third Party Dependencies
Dependency on the Richter Themis JV for specific product lines is high, as evidenced by the significant PAT decline following the JV's fire incident.
Technology Obsolescence Risk
The company is mitigating technology risks through its accredited R&D facilities and synthetic API manufacturing capabilities.
Credit & Counterparty Risk
Trade receivables stood at INR 168.68 Cr as of Sept 2025. Export customers have a credit period of ~90 days, while domestic buyers have ~60 days, leading to an elongated operating cycle of 186 days.