NSEDisclosure under SEBI Takeover Regulations28 Jul 2026 · 28 Jul 2026, 12:33 pm
Disclosure under SEBI Takeover Regulations
Gujarat Themis Biosyn Limited · GUJTHEM
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CTL Trusteeship Limited has submitted a disclosure under SEBI Takeover Regulations regarding the creation of indirect encumbrance by Vividhmargi Investments Private Limited over shares of Gujarat Themis Biosyn Limited, resulting in a 47.02% stake in the company.
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Full Announcement
CTL Trusteeship Ltd has submitted to the Exchange a copy of Disclosure under Regulation 29(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
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Ref. No. CTL/SAST/26-27/00050/02 01 July 2026
1. Department of Corporate Services,
BSE Limited
Floor 25, P J Towers,
Dalal Street,
Mumbai - 400 001
2. National Stock Exchange of India Limited
Exchange Plaza,
Bandra Kurla Complex, Bandra (E),
Mumbai - 400 051
3. Gujarat Themis Biosyn Limited
Plot No 69-C, GIDC Industrial Estate,
Valsad District, Vapi, Gujarat, India, 396195
Sub: Disclosure under Regulation 29(1) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Dear Sir/ Ma’am,
Enclosed is a disclosure made by CTL Trusteeship Limited under Regulation 29 (1) of the Securities
and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
(the “Takeover Code”).
A debenture trust deed dated June 25, 2026, as amended from time to time (“Debenture Trust
Deed”) has been entered into between, inter alia, OSS Software Solutions Labs Private Limited (as
issuer) (“Issuer”) and CTL Trusteeship Limited (“Debenture Trustee”) for the purpose of issuance
of debentures by the Issuer (“Debentures”).
Pharmaceutical Business Group (India) Limited (“PBGIL”) holds 5,12,40,000 equity shares,
constituting 47.02% of the issued and paid-up share capital as well as the total diluted share/ voting
capital of Gujarat Themis Biosyn Limited (“Target Company”). Vividhmargi Investments Private
Limited (“VIPL”) holds 49,49,500 equity shares in PBGIL, constituting 98.988% of the issued and
paid-up share capital of PBGIL.
In connection with the Debentures, the following encumbrances have been created by VIPL over
the following shares of PBGIL, in favor of the Debenture Trustee, thereby resulting in an indirect
encumbrance over shares of the Target Company:
(a) pledge over 25,24,245 equity shares, constituting 51% of the issued and paid-up share
capital as well as the total diluted share/ voting capital of PBGIL, with effect from June 29,
2026 (“Pledged Shares”); and
(b) non-disposal undertaking over 21,57,855 equity shares, constituting 47.988% of the issued
and paid-up share capital as well as the total diluted share/ voting capital of PBGIL.
(collectively, “Shares”)
This disclosure is being made by the Debenture Trustee in relation to the creation of indirect
encumbrance by VIPL over the shares of the Target Company on account of creation of
encumbrance (by way of pledge and non-disposal undertaking) over the Shares of PBGIL.
Yours faithfully,
For CTL Trusteeship Limited
Authorised Signatory
Name: Deesha Srikkanth
Designation: Senior Vice President
Place: Mumbai
Date: 01 July 2026
Disclosure under Regulation 29(1) of SEBl (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
Part-A - Details of the Acquisition
Name of the Target Gujarat Themis Biosyn Limited
Company (TC)
Name(s) of the acquirer CTL Trusteeship Limited acting in its capacity as the debenture
and Persons Acting in trustee under the Debenture Trust Deed (defined below)
Concert (PAC) with the
acquirer
Whether the acquirer No
belongs to
Promoter/Promoter group
Name(s) of the Stock BSE Limited and National Stock Exchange of India Limited
Exchange(s) where the
shares of TC are Listed
Number % w.r.t. total % w.r.t. total
share/voting diluted
Details of the acquisition capital wherever share/voting
as follows applicable(*) capital of the
(**)
Before the acquisition Refer to Note below Refer to Note below Refer to Note
under consideration, below
holding of acquirer along
with PACs of:
(a) Shares carrying
voting rights
(b) Shares in the Refer to Note below Refer to Note below Refer to Note
nature of below
encumbrance
(pledge/ lien/ non-
disposal
undertaking/
others)
(c) Voting rights (VR) Refer to Note below Refer to Note below Refer to Note
otherwise than by below
equity shares
(d) Warrants/convertib Refer to Note below Refer to Note below Refer to Note
le securities/any below
other instrument
that entitles the
acquirer to receive
shares carrying
voting rights in the
TC (specify
holding in each
category)
(e) Total (a+b+c+d) Refer to Note below Refer to Note below Refer to Note
below
Details of acquisition Refer to Note below Refer to Note below Refer to Note
(a) Shares carrying below
voting rights
acquired
(b) VRs acquired Refer to Note below Refer to Note below Refer to Note
otherwise than by below
equity shares
(c) Warrants acquired Refer to Note below Refer to Note below Refer to Note
by way of below
encumbrance#
(d) Shares in the Refer to Note below Refer to Note below Refer to Note
nature of below
encumbrance
(pledge/ lien/non
disposal
undertaking/others
(e) Total (a+b+c+/-d) Refer to Note below Refer to Note below Refer to Note
below
After the acquisition,
holding of acquirer along
with PACs of:
(a) Shares carrying Refer to Note
voting rights Refer to Note below Refer to Note below below
(b) VRs otherwise Refer to Note below Refer to Note below Refer to Note
than by equity below
shares
(c) Warrants/convertib Refer to Note below Refer to Note below Refer to Note
le securities/any below
other instrument
that entitles the
acquirer to receive
shares carrying
voting rights in the
TC (specify
holding in each
category) after
acquisition in the
nature of
encumbrance#
(d) Shares in the Refer to Note below Refer to Note below Refer to Note
nature of below
encumbrance
(pledge/ lien/non
disposal
undertaking/others
(e) Total (a+b+c+d) Refer to Note below Refer to Note below Refer to Note
below
Mode of acquisition (e.g. There is no acquisition of any shares of the Target Company at
open market/public present. This disclosure is being made considering creation of
issue/rights encumbrance (by way of pledge and non-disposal undertaking) over
issue/preferential the Shares, which may result in an indirect encumbrance on shares
allotment/inter se of Target.
transfer/encumbrance,
etc.)
Salient features of the Not applicable
securities acquired
including time till
redemption, ratio at which
it can be converted into
equity shares, etc.
Date of acquisition of/ date In relation to encumbrance by way of:
of receipt of intimation of
allotment of shares / VR/ (a) pledge over 25,24,245 equity shares, constituting 51% of the
warrants/convertible issued and paid-up share capital as well as the total diluted
securities/ any other share/ voting capital of PBGIL - June 29, 2026; and
instrument that entitles the
acquirer to receive shares (b) non-disposal undertaking over 21,57,855 equity shares,
in the TC. constituting 47.988% of the issued and paid-up share capital
as well as the total diluted share/ voting capital of PBGIL.
Equity share capital / total INR 10,89,65,265, comprising of 10,89,65,265 fully paid-up equity
voting capital of the TC shares of INR 1/- each
before the said acquisition
Equity share capital/ total INR 10,89,65,265, comprising of 10,89,65,265 fully paid-up equity
voting capital of the TC shares of INR 1/- each
after the said acquisition
Total diluted share/voting INR 10,89,65,265, comprising of 10,89,65,265 fully paid-up equity
capital of the TC after the shares of INR 1/- each
said acquisition
Note #-
1. Pharmaceutical Business Group (India) Limited (“PBGIL”) holds 5,12,40,000 equity
shares, constituting 47.02% of the issued and paid-up share capital as well as the total diluted
share/ voting capital of Gujarat Themis Biosyn Limited (“Target Company”). Vividhmargi
Investments Private Limited (“VIPL”) holds 49,49,500 equity shares in PBGIL, constituting
98.988% of the issued and paid-up share capital of PBGIL.
2. A debenture trust deed dated June 25, 2026, as amended from time to time (“Debenture
Trust Deed”) has been entered into between, inter alia, OSS Software Solutions Labs
Private Limited (as issuer) (“Issuer”) and CTL Trusteeship Limited (“Debenture Trustee”)
for the purpose of issuance of debentures by the Issuer (“Debentures”).
3. In connection with the Debentures, the following encumbrances have been created by VIPL
over the following shares of PBGIL, pursuant to a Pledge Agreement cum Non-Disposal
Underta
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