Themis Medicare Ltd reports pledge of 25.3 million shares by Vividhmargi Trust

What Themis Medicare announced

Themis Medicare Ltd (BSE: 530199, NSE: THEMISMED) disclosed that Vividhmargi Trust has created a pledge over 2,53,17,620 equity shares of the company. The pledge was effected on 29 June 2026 and reported to the stock exchanges on 3 July 2026 in compliance with Regulation 31 of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.

"Vividhmargi Trust pledged 2,53,17,620 shares of Themis Medicare Ltd on 29 June 2026."

The shares are held in the names of the Trust’s three trustees – Mr Dinesh Shantilal Patel, Mrs Jayshree Dinesh Patel and Dr Sachin Dinesh Patel – and have been pledged to CTL Trusteeship Limited, which is acting as the debenture trustee under a Debenture Trust Deed.

Details of the pledge

• Number of shares pledged: 2,53,17,620 (approximately 25.3 million shares).\
• Percentage of total share capital: 27.49% (the total share capital is derived from the latest filing under Clause 35 of the listing agreement).\
• Promoter holding: Vividhmargi Trust holds 6,18,03,990 shares in total, meaning the pledged portion represents 40.96% of the Trust’s holding.\
• Entity in whose favour the pledge is created: CTL Trusteeship Limited, acting as the debenture trustee.\
• Reason for encumbrance: Pledge of shares pursuant to the Debenture Trust Deed executed between the parties.\
• Date of creation: 29 June 2026.\
• Regulatory filing date: 3 July 2026, within the seven‑working‑day window prescribed by Regulation 31(1).

The filing also confirms that the pledged shares do not exceed the 50% threshold of the promoter’s shareholding that would trigger a mandatory open‑offer under the takeover code. However, the encumbrance does cross the 20% of total share capital mark, which is a material disclosure under the regulations.

Regulatory framework

Regulation 31(1) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 mandates that any promoter or person acting in concert (PAC) must disclose the creation, release or invocation of an encumbrance on shares within seven working days of the event. The disclosure must be filed with both the stock exchanges where the target company is listed and with the target company itself.

The purpose of this rule is to ensure market participants have timely visibility into any changes that could affect voting rights, control, or the liquidity of the shares. The filing by Vividhmargi Trust satisfies these requirements by providing a detailed table of the promoter’s total holding, the number of shares encumbered, and the percentage of both the promoter’s holding and the total share capital that is now pledged.

Key facts at a glance

Why this matters for investors

The creation of a pledge over more than a quarter of Themis Medicare’s share capital is a material event that investors need to be aware of. While the pledge does not transfer ownership, it does place a lien on the shares, potentially restricting the promoter’s ability to sell or vote those shares without the consent of the debenture trustee. This can affect the dynamics of control, especially if the pledged shares are later invoked or released.

From a regulatory standpoint, the disclosure satisfies the statutory requirement, ensuring that the market has transparent information about the encumbrance. Investors should monitor any subsequent filings that may indicate a release or invocation of the pledge, as those events could have further implications for voting rights and share liquidity.

Conclusion

Vividhmargi Trust has pledged 2,53,17,620 shares of Themis Medicare Ltd, representing 27.49% of the company’s total share capital, to CTL Trusteeship Limited under a Debenture Trust Deed. The disclosure was made on 3 July 2026, complying with SEBI Regulation 31(1) and 31(2). The pledge does not breach the 50% promoter‑share threshold, but it does exceed the 20% total‑capital threshold, making it a noteworthy regulatory filing for shareholders to track.

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FAQs

1. What type of encumbrance was created? The filing states that the shares were pledged to CTL Trusteeship Limited under a Debenture Trust Deed.

2. How many shares were pledged and what percentage of the company does that represent? A total of 2,53,17,620 shares were pledged, which equals 27.49% of Themis Medicare’s total share capital.

3. Does the pledge trigger any mandatory takeover obligations? No. The pledged shares are below the 50% promoter‑share threshold that would require a mandatory open‑offer under the SEBI takeover code.

4. When was the pledge created and when was it reported? The pledge was created on 29 June 2026 and reported to the exchanges on 3 July 2026, within the seven‑day window prescribed by Regulation 31(1).

5. Who is the beneficiary of the pledge? The shares were pledged in favour of CTL Trusteeship Limited, which is acting as the debenture trustee.

6. What should investors watch for after this filing? Investors should monitor any future disclosures indicating a release or invocation of the pledge, as those events could affect voting rights and the promoter’s ability to transact the pledged shares.