BSEInsider Trading / SAST2d ago · 5 Aug 2026, 10:41 am
The Exchange has received the disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 for CTL Trusteeship Ltd
Themis Medicare Ltd · 530199
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Themis Medicare Ltd received a disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 from CTL Trusteeship Ltd regarding the creation of an encumbrance by Vividhmargi Trust over 2,53,17,620 equity shares of Themis Medicare Ltd, constituting 27.49% of the issued and paid-up share capital, in favor of CTL Trusteeship Ltd.
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Themis Medicare Ltd - 530199 - Disclosures under Reg. 29(2) of SEBI (SAST) Regulations, 2011
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Ref. No. CTL/SAST/26-27/00119 04 August 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. Themis Medicare Limited
Plot No 69-A, GIDC Industrial Estate,
Valsad District, Vapi, Gujarat, India, 396195
Sub: Disclosure under Regulation 29(2) 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 (2) 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”).
Vividhmargi Trust (“Trust”) holds 2,53,17,620 equity shares, constituting 27.49% of the issued and
paid-up share capital as well as the total diluted share/ voting capital of Themis Medicare Limited
(the “Target Company”) (“Shares”). The shares in Target owned by the Vividhmargi Trust are
held in the name of the trustees of the Trust, being Mr. Dinesh Shantilal Patel, Mrs. Jayshree Dinesh
Patel and Dr. Sachin Dinesh Patel, in the records of the Target and the depository.
In connection with the Debentures, a pledge has been created by the Trust on the Shares, in favor of
the Debenture Trustee, with effect from June 29, 2026.
This disclosure is being made by the Debenture Trustee in relation to the creation of encumbrance
by the Trust over the Shares of the Target Company held by the Trust in favor of the Debenture
Trustee.
Yours faithfully,
For CTL Trusteeship Limited
Authorised Signatory
Name: Deesha Srikkanth
Designation: Additional Director
Place: Mumbai
Date: 04 August 2026
Disclosure under Regulation 29(2) of SEBl (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
Part-A - Details of the Acquisition
Name of the Target Themis Medicare 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 - - -
under consideration,
holding of acquirer along
with PACs of:
(a) Shares carrying
voting rights
(b) Shares in the 2,53,17,620 27.49% 27.49%
nature of
encumbrance
(pledge/ lien/ non-
disposal
undertaking/
others)
(c) Voting rights (VR) - - -
otherwise than by
equity shares
(d) Warrants/convertib - - -
le securities/any
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) 2,53,17,620 27.49% 27.49%
Details of acquisition - - -
(a) Shares carrying
voting rights
acquired
(b) VRs acquired - - -
otherwise than by
equity shares
(c) Warrants acquired
by way of
encumbrance#
(d) Shares in the
nature of
encumbrance 30,00,000
(pledge/ lien/non 3.26 3.26
disposal
undertaking/others
(e) Total (a+b+c+/-d)
30,00,000
3.26 3.26
After the acquisition, - - -
holding of acquirer along
with PACs of:
(a) Shares carrying
voting rights
(b) VRs otherwise - - -
than by equity
shares
(c) Warrants/convertib - - -
le securities/any
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 2,83,17,620 30.75 30.75
nature of
encumbrance
(pledge/ lien/non
disposal
undertaking/others
(e) Total (a+b+c+d) 2,83,17,620 30.75 30.75
Mode of acquisition (e.g. By way of pledge of equity shares of the Target Company in favour
open market/public of CTL Trusteeship Limited, acting in its capacity as the debenture
issue/rights trustee under the Debenture Trust Deed (defined above).
issue/preferential
allotment/inter se
transfer/encumbrance,
etc.)
Salient features of the Pledge over 3000000 equity shares of the Target Company by
securities acquired Vividhmargi Trust (held in the name of its 3 trustees, being Mr.
including time till Dinesh Shantilal Patel, Mrs. Jayshree Dinesh Patel and Dr. Sachin
redemption, ratio at which Dinesh Patel) in favour of CTL Trusteeship Limited acting in its
it can be converted into capacity as the debenture trustee on behalf of the debenture holders.
equity shares, etc. See note below.
Date of acquisition of/ date July 31, 2026 (date of creation of encumbrance)
of receipt of intimation of
allotment of shares / VR/
warrants/convertible
securities/ any other
instrument that entitles the
acquirer to receive shares
in the TC.
Equity share capital / total INR 9,21,00,120, comprising of 9,21,00,120 fully paid-up equity
voting capital of the TC shares of INR 1/- each
before the said acquisition
Equity share capital/ total INR 9,21,00,120, comprising of 9,21,00,120 fully paid-up equity
voting capital of the TC shares of INR 1/- each
after the said acquisition
Total diluted share/voting INR 9,21,00,120, comprising of 9,21,00,120 fully paid-up equity
capital of the TC after the shares of INR 1/- each
said acquisition
Note #
1. 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”).
2. In connection with the Debentures, security has been created by the Trust (through the
trustees of the Trust, being Mr. Dinesh Shantilal Patel, Mrs. Jayshree Dinesh Patel and Dr.
Sachin Dinesh Patel) on the Shares, in favor of the Debenture Trustee, with effect from June
29, 2026.
3. In terms of Regulation 29(2) read with Regulation 29(4) of the Takeover Code, encumbrance
over shares shall be treated as an acquisition. Accordingly, this disclosure is being made in
respect of the encumbrance created over the Shares of the Target Company (as described in
note#1 above) in favour of the Debenture Trustee.
4. Pursuant to the acquisition (by way of encumbrance), the aggregate holding of CTL
Trusteeship Limited (by way of encumbrance) is 2,83,17,620 shares of the Target Company
(being 30.75% of the total share/voting capital as well as the total diluted share/voting capital
of the Target Company).
Note:
(*) Total share capital/ voting capital to be taken as per the latest filing done by the company to
the Stock Exchange under Clause 35 of the listing Agreement and under the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 as per the shareholding pattern for the quarter ended March 31, 2026, as publicly
disclosed by the Target Company.
(**) Diluted share/voting capital means the total number of shares in the Target Company
assuming full conversion of the outstanding convertible securities/warrants into equity
shares of the Target Company.
(***) Part-B shall be disclosed to the Stock Exchanges but shall not be disseminated.
Yours faithfully,
For CTL Trusteeship Limited
Authorised Signatory
Name: Deesha Srikkanth
Designation: Additional Director
Place: Mumbai
Date: 04 August 2026