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