Themis Medicare reports pledge of 2.53 crore shares (27.5% of capital) by Vividhmargi Trust

What Themis Medicare announced

On 21 July 2026, Themis Medicare Limited (BSE: 530199, NSE: THEMISMED) submitted a revised disclosure under Regulation 31(1) and 31(2) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. The filing, addressed to the Corporate Relationship Department of BSE and the Listing Department of NSE, informs the exchanges that Vividhmargi Trust has created a pledge over 2,53,17,620 equity shares of Themis Medicare. The pledge was effected on 29 June 2026 and is recorded as a “creation” of encumbrance.

Details of the pledge

• Number of shares pledged: 2,53,17,620 (approximately 2.53 crore shares).
• Percentage of total share capital: 27.49 % (the filing states the pledged shares constitute 27.49 % of Themis Medicare’s diluted share capital).
• Promoter holding: Vividhmargi Trust holds 6,18,03,990 shares in total, which means the pledged portion represents 40.96 % of the promoter’s stake.
• Date of creation: 29 June 2026.
• Nature of encumbrance: Pledge of equity shares pursuant to a Debenture Trust Deed.
• Beneficiary of the pledge: CTL Trusteeship Limited, acting as the Debenture Trustee, on behalf of Kotak Credit Opportunities Fund Trust (the lender).
• Trustees of Vividhmargi Trust: The shares are held in the names of three trustees – Mr Dinesh Shantilal Patel, Mrs Jayshree Dinesh Patel and Dr Sachin Dinesh Patel – as indicated in the filing.

Promoter shareholding and encumbrance ratios

The filing provides a snapshot of the promoter’s overall equity position and the extent of encumbrance:

• Total promoter shareholding: 6,18,03,990 shares.
• Encumbered shares as a % of promoter holding: 40.96 %.
• Encumbered shares as a % of total share capital: 27.49 % (above the 20 % threshold that SEBI flags for heightened disclosure, but below the 50 % threshold that would trigger a mandatory open‑offer).
• Regulatory thresholds: The filing explicitly confirms that the encumbered share percentage does not cross the 50 % mark, and therefore no additional takeover offer obligation arises at this stage.

Key facts at a glance

Why this matters for investors

The disclosure is a regulatory requirement under SEBI’s takeover code. Whenever a promoter or a person acting in concert creates an encumbrance over a material portion of its shareholding, the company must inform the stock exchanges within seven working days. The filing does not imply any new issuance of shares, nor does it dilute existing shareholders. However, the pledged shares are subject to the terms of the underlying debenture trust deed, which may restrict the promoter’s ability to vote those shares or to sell them without the lender’s consent. Investors should note that the pledged portion (27.49 % of total capital) is significant enough to be monitored for any future changes, such as a release of the pledge or a conversion of the underlying debt into equity, which could affect voting dynamics.

Conclusion

Themis Medicare’s revised Reg‑31 filing on 21 July 2026 confirms that Vividhmargi Trust has pledged 2.53 crore shares, representing 27.49 % of the company’s total share capital, to CTL Trusteeship Limited on behalf of Kotak Credit Opportunities Fund Trust. The pledge does not breach SEBI’s 50 % threshold for mandatory open‑offer obligations, but it does place a sizable block of promoter shares under encumbrance. The filing satisfies the statutory disclosure timeline; any subsequent release or modification of the pledge will require a fresh filing.