Gujarat Themis Biosyn Ltd

Resolution 1: Fundraising via QIP

• Special resolution to raise funds through equity via QIP approved; 77,845,234 in favour, 20,680 against.

Resolution 2: Amend Articles of Association

• Special resolution to amend Articles of Association approved; in favour 77,863,513; against 2,401.

Resolution 3: Private placement of NCDs/debt securities

• Special resolution for private placement of NCDs/debt securities approved; in favour 77,844,780; against 21,134.

Related party approvals

• Ordinary resolution: Approves material related party transactions with promoter/promoter group entities; promoter interest: yes.

AoA amendment

• Special resolution: Amends Articles of Association; promoter group: no conflict; votes strongly in favour.

Debt securities private placement

• Special resolution: Private placement of NCDs and/or debt securities; promoter interest: none; majority approved.

Resolutions and outcome

• Resolution 1 (Special): Approval of material related party transactions with promoter/promoter group entities.
• Resolution 2 (Special): Amendment to Articles of Association approved.
• Resolution 3 (Special): Private placement of NCDs/debt securities approved.
• Outcome: All resolutions passed with requisite majority; percentages not disclosed.

Meeting details

• Date and time: Monday, August 10, 2026 at 2:30 PM IST.
• Type and mode: group investor/analyst conference call conducted virtually.
• Purpose: Share recording of investor/analyst conference call.
• Key company participant: Company Secretary and Compliance Officer.
• Recording availability: Audio recording available on the company's website.

Business Overview

• Core business is fermentation-based intermediates and APIs, with asset-light acquisitions for growth.
• Inorganic expansion includes Sanofi brand portfolio and MicroBiopharm Japan acquisitions.
• Broad global reach with Top 6 pharma customers; 40% revenues outside Japan.

Key Operational Highlights

• Q1 FY27 revenue rose to Rs 43.79 Cr, up 22.1% YoY.
• EBITDA 20.79 Cr; EBITDA margin 47.48%.
• PAT 11.07 Cr; EPS Rs 1.02.
• Acquisition of MicroBiopharm Japan Co., Ltd; Sanofi portfolio acquisition.
• New API facility commissioned; fermentation capacity expansion ongoing.
• Hybrid wind-solar project of ~18 MW for captive consumption.

Financial Performance

• FY26 revenue 165.82 Cr; EBITDA 75.53 Cr; PAT 46.68 Cr.
• FY26 EBITDA margin 45.55%; PAT margin 28.15%.
• Balance sheet: total equity & liabilities Rs 503.43 Cr; cash Rs 3.12 Cr.
• Total assets Rs 503.43 Cr; non-current assets Rs 414.64 Cr.
• Borrowings long-term Rs 128.06 Cr; current borrowings Rs 31.80 Cr.
• Equity capital Rs 10.90 Cr; reserves Rs 276.87 Cr.
• Trade receivables Rs 60.92 Cr; inventories Rs 15.42 Cr.

Capital Structure & Liquidity

• Debt increased: long-term borrowings up to Rs 128.06 Cr; current borrowings Rs 31.80 Cr.
• Equity base strengthened to Rs 287.77 Cr; reserves Rs 276.87 Cr.
• Liquidity: cash balance modest at Rs 3.12 Cr.

Strategic Priorities & Outlook

• Focus on inorganic growth, including API forward integration and global market diversification.
• Expand fermentation capacity; new API facility; R&D centre; pursue ESG and renewable energy.
• Open to organic and inorganic opportunities in specialty chemical space.
• Management commentary highlights EPS accretive acquisitions and margin upside.

Risks & Mitigation

• Forward-looking statements subject to market, regulatory, and execution risks.
• Acquisition integrations pose execution risk; expect EPS accretive.

Governance & Leadership

• MD Dr. Sachin Patel commented on performance; no governance changes disclosed.

Financial results approved

• Board approved unaudited standalone and consolidated Q1 FY2026 results for quarter ended 30 June 2026.
• Limited review reports of the statutory auditor attached.
• Audit Committee reviewed unaudited standalone results on 7 August 2026.

Subsidiaries and consolidation

• Two wholly-owned subsidiaries incorporated outside India: Themis Biosyn Japan Limited and Themis Biosyn Ireland Private Limited.
• Subsidiaries consolidated from respective dates; yet to commence operations and no capital remitted.
• No impact on current consolidated results due to absence of operations.

Auditor remarks and compliance

• Statutory auditors issued unmodified conclusions on standalone and consolidated results.
• No material misstatements disclosed in the results under SEBI LODR regulations.
• Interim information of subsidiaries Japan and Ireland not material to the group.

Notes on segment reporting

• Company operates in a single business segment; no reportable segments per Ind AS 108.

Resolution 1: Related Party Transactions

• Ordinary resolution to approve material related party transactions with promoter group and MD.
• Borrowings up to Rs 450 Cr and guarantees up to Rs 1000 Cr, with possible equity conversion.
• Board authorized to finalize terms and delegate powers to execute related agreements.
• Related parties include Dr. Sachin D. Patel, PBGIL, and Themis Medicare Limited.
• Promoter group/related parties have interest; other directors/KMP not involved beyond shareholding.

Resolution 2: Amend Articles of Association

• Special resolution to amend Article 13(1)(c) removing mandatory valuation report.
• Clause revised to permit issue for cash or non-cash, regardless of valuer report.
• Board, CFO and Company Secretary authorized to implement changes.
• Promoters and directors have no personal interest beyond shareholding.

Resolution 3: Private placement of NCDs and/or Debt Securities

• Special resolution to enable private placement of NCDs/debt securities.
• Maximum outstanding amount for debt securities up to Rs 1500 Cr.
• Uses: fund acquisitions, investments, repayments; terms to be set at issue.
• Board authorized to appoint lead managers, trustees, and other intermediaries.
• Promoters and KMP have no specific interest beyond directorship/shareholding.