Shareholders meeting

TML/BSE/NSE/2026-27/23 08th September, 2026 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, Sub:- Notice of the 56th Annual General Meeting (AGM) and Annual Report of the Company for the financial year ended 31st March, 2026: Ref: Regulation 30 and 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) Pursuant to Regulation 30 and 34 of the SEBI Listing Regulations, we attach herewith a copy of the Annual Report of the Company for the financial year ended 31st March, 2026 along with the Notice convening the 56th AGM to be held on Wednesday, 30th September, 2026 at 11:00 A.M. at the Registered Office of the Company situated at 69/A, G.I.D.C Industrial Estate, Vapi - 396195, Dist. Valsad, Gujarat, to transact the Ordinary and Special businesses set out in the Notice of AGM. Copy of the Notice of AGM and Annual Report is also available on the Company Website i.e. www.themismedicare.com We request you to kindly take the same on record. For Themis Medicare Limited 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: themis@themismedicare.com*Website: www.themismedicare.com ANNUAL REPORT 2025-2026 2025 2026 Board of Directors Dr. Dinesh S. Patel Mrs. Reena S. Patel Ms. Manjul Sandhu Executive Chairman Alternate Director to Independent Director Dr. Adam Demeter (Ceased w.e.f. 10th November, 2025) Dr. Sachin D. Patel Managing Director & CEO Mr. Rajneesh K. Anand Mr. Nikunt K. Raval Non-Executive Director Independent Director Dr. Adam Demeter Non-Executive Director Mr. Shishir V. Dalal Ms. Neha Thakore Representative of Independent Director Independent Director Foreign Collaborator (Appointed w.e.f. 1st August, 2025) Mr. Bhaskar Iyer Independent Director Mr. Pradeep M. Chandan Mr. Tushar J. Dalal Mr. Nagraj Mogaveera Director – Legal, Compliance Chief Financial officer Interim Company Secretary & Company Secretary (Appointed w.e.f. 14th February, 2026) (Ceased w.e.f. 13th February, 2026) REGISTERED OFFICE Plot No. 69/A, GIDC Industrial Estate, Contents Vapi - 396 195, Dist. Valsad, Gujarat CIN: L24110GJ1969PLC001590 Message from the Managing CORPORATE OFFICE Director & CEO .................................................2 11/12, Udyog Nagar, S. V. Road, Goregaon (W), Mumbai - 400 104. Notice to Members ..........................................3 STATUTORY AUDITORS Directors’ Report ............................................18 M/s. Krishaan & Co. (Chartered Accountants) Management Discussion & Analysis Report ...36 COST AUDITORS M/s. R. Nanabhoy & Co. (Cost Accountants) Report on Corporate Governance ..................45 SECRETARIAL AUDITORS M/s. SAV & Associates LLP Business Responsibility and (Practicing Company Secretaries) Sustainability Report ......................................67 REGISTRAR & SHARE TRANSFER AGENTS MUFG Intime India Pvt. Ltd Auditors’ Report on (Formerly Link Intime India Pvt. Ltd) Consolidated Accounts .................................105 C 101, 247 Park, L B S Marg, Vikhroli (W), Mumbai 400 083. Consolidated Financial Statements ..............114 Email: Investor.helpdesk@in.mpms.mufg.com Website: in.mpms.mufg.com Auditors’ Report on Standalone Accounts ...170 BANKERS Union Bank of India Standalone Financial Statements .................182 Bank of Baroda E-mail: cfoassist@themismedicare.com | visit us at: www.themismedicare.com 2025 2026 Message from Managing Director & CEO Dear Shareholders, It gives me immense pleasure to present to you the Annual Report for the Financial Year 2025-26. The year gone by witnessed market headwinds and macro-economic challenges. However, the Company’s focused execution and strong foundations reflect our resilience and unwavering commitment to innovation, operational excellence and strategic agility. Throughout the year, the Company focused on strengthening its core business fundamentals amid a challenging operating environment. The Formulations business continued its strategic restructuring, with a focus on improving market positioning, product mix, field force productivity and clinic effectiveness. The API business continued to witness traction in existing molecules, while the Hospital Business remained a key strategic growth area, with an increased focus on our expanding presence across chain hospitals and nursing homes and driving higher-margin products. Our Trade Business also continued to perform well, posting good growth in the second quarter and sustaining momentum through the rest of the year. Investments made in the past quarters in strengthening our sales team, talent acquisition and market presence have been yielding tangible results. The API business faced some headwinds during the year, particularly from pricing pressures in China and domestic players. Despite this, our continued efforts in driving cost efficiency, sourcing optimization and structural realignment have helped us contain the impact and maintain business resilience. Coming to our financial performance for the financial year 2025-26, consolidated revenue stood at Rs. 342.24 crores, compared with Rs. 405.51 crores in FY25. EBITDA was Rs. 0.39 crores, while PAT stood at Rs. 1.14 crores. However, Q4 FY26 witnessed a gradual recovery in profitability, with revenue growing 6.7% YoY to Rs. 76.5 crores, EBITDA improving to Rs. 3.8 crores and PAT turning positive at Rs. 8.9 crores, supported by operational efficiencies and cost rationalization. We have entered the new fiscal year with optimism and a sharpened focus on innovation-led growth. Our aim is to further strengthen our presence in high-potential therapeutic areas, deepen our hospital reach and fast- track high-value product launches. Moving forward, we are emphasizing cost rationalization, optimizing field force productivity, enhanced working capital management and selective investments in high-margin brands. We remain committed to building a future-ready organization — one that is agile, efficient and focused on creating sustained value for patients, healthcare providers and stakeholders alike. In conclusion, I would like to express my gratitude to our shareholders, customers, employees, bankers and all stakeholders for their unwavering support and dedication. Yours sincerely, SD/- Dr. Sachin D. Patel Managing Director & CEO 2025 2026 Notice to the Members NOTICE is hereby given that the 56th Annual General "RESOLVED THAT pursuant to the provisions of Meeting (the “AGM” or the “Meeting”) of the Sections 5, 14 and all other applicable provisions, Members of THEMIS MEDICARE LIMITED (the if any, of the Companies Act, 2013 read with the “Company”) will be held at the Registered Office of Rules made thereunder (including any statutory the Company at Plot No. 69-A, GIDC Industrial Estate, modification(s) or re-enactment(s) thereof for the Vapi, Dist. Valsad, Gujarat - 396195 on Wednesday, time being in force), the Securities and Exchange 30th September, 2026 at 11:00 AM to transact the Board of India (Listing Obligations and Disclosure following businesses: Requirements) Regulations, 2015 and other ORDINARY BUSINESS: applicable laws, rules and regulations, and subject 1. To receive, consider and adopt the Audited to such approvals, permissions and sanctions as Standalone and Consolidated Financial Statements may be necessary, the consent of the Members of of the Company for the financial year ended 31st the Company be and is hereby accorded to alter March 2026, tog [Showing first 8,000 characters — download PDF for full document]