Themis Medicare Limited pledge reaches 35.09% after top-up

Themis Medicare Limited disclosed that 40 lakh additional equity shares were pledged in October 2026, lifting CTL Trusteeship Limited’s aggregate encumbrance to 3,23,17,620 shares, or 35.09% of voting capital. The filing attributes the additional pledge to a top-up trigger under a debenture-linked share pledge arrangement.

What caused the additional Themis Medicare pledge?

The additional Themis Medicare pledge followed a top-up trigger under a share pledge agreement connected with debentures issued by OSS Software Solutions Labs Private Limited. CTL Trusteeship disclosed on 29 October 2026 that 40 lakh equity shares were pledged after the trigger, adding to an existing encumbrance of 2,83,17,620 shares.

The underlying debenture trust deed is dated 25 June 2026 and was amended from time to time, according to the disclosure. It identifies OSS Software Solutions Labs as the issuer of the debentures and CTL Trusteeship as the debenture trustee, while security over Themis Medicare shares took effect on 29 June 2026.

The filing identifies Vividhmargi Trust as the party that created security over shares held in the names of its trustees, Dinesh Shantilal Patel, Jayshree Dinesh Patel and Sachin Dinesh Patel. It states that the trust held 2,83,17,620 equity shares, equal to 30.75% of Themis Medicare’s issued and paid-up capital, before the October top-up transactions.

Under Regulation 29(2), read with Regulation 29(4), of the Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers Regulations, 2011, an encumbrance is treated as an acquisition for disclosure purposes. CTL Trusteeship therefore reported the 40 lakh-share transaction as an acquisition by encumbrance, while recording no acquisition of shares carrying voting rights.

How much did the Themis Medicare encumbrance increase?

Themis Medicare shares under encumbrance rose by 40 lakh, from 2,83,17,620 shares to 3,23,17,620 shares. The disclosed percentage increased by 4.34 percentage points, from 30.75% before the top-up to 35.09% after it, based on the same 9,21,00,120-share capital base.

The filing reports the same 35.09% result for total share or voting capital and total diluted share or voting capital. It defines diluted share or voting capital as the number of shares assuming full conversion of outstanding convertible securities or warrants, while reporting no warrants or convertible instruments in CTL Trusteeship’s disclosure table.

The additional encumbrance did not change Themis Medicare’s reported equity share capital. Before and after the October pledge, the filing lists capital of Rs 9.21 crore, comprising 9,21,00,120 fully paid-up equity shares with a face value of Rs 1 each, showing that the transaction involved existing shares rather than a new issue.

When were the additional Themis Medicare shares pledged?

Themis Medicare shares were pledged in two October 2026 tranches: 15 lakh shares on 22 October and 25 lakh shares on 27 October. Together, the two dates account for the 40 lakh shares, or 4.34% of voting capital, disclosed in the 29 October filing.

The earlier security arrangement had taken effect on 29 June 2026, four days after the 25 June 2026 debenture trust deed. CTL Trusteeship describes the October transactions as a pledge of Themis Medicare equity shares in its capacity as debenture trustee, rather than an open-market purchase, public issue, rights issue or preferential allotment.

The disclosure does not provide a monetary value for the debentures, their redemption date, conversion terms or the threshold that activated the top-up trigger. Its entry for the salient features of the securities provides the 22 October and 27 October encumbrance dates, but gives no further economic terms for the debentures.

Does the Themis Medicare filing report a change in voting ownership?

Themis Medicare’s filing does not report CTL Trusteeship as acquiring ordinary voting-share ownership; it reports 3,23,17,620 shares held by way of encumbrance. In the post-transaction table, the entry for shares carrying voting rights is blank, while shares in the nature of encumbrance are listed at 35.09%.

CTL Trusteeship marked “No” in response to whether it belongs to Themis Medicare’s promoter or promoter group. The 29 October 2026 disclosure was addressed to BSE Limited, the National Stock Exchange of India Limited and Themis Medicare under the takeover regulations, and identifies the company as listed on both exchanges.

The filing states that Vividhmargi Trust’s 2,83,17,620 shares represented 30.75% of issued and paid-up capital and diluted voting capital. After the two October pledges, CTL Trusteeship reported aggregate encumbrance of 3,23,17,620 shares, or 35.09%, but did not provide a revised standalone ownership figure for the trust.

The percentage calculations use the shareholding pattern for the quarter ended 31 March 2026, as specified in the filing’s note. As the stated base remained 9,21,00,120 shares before and after the transaction, the movement from 30.75% to 35.09% reflects the additional 40 lakh-share encumbrance.

Conclusion

Themis Medicare’s October 2026 top-up added 40 lakh pledged shares and increased CTL Trusteeship’s aggregate encumbrance from 30.75% to 35.09%. The filing characterises the change as security created under a debenture-linked arrangement, while reporting unchanged equity capital of Rs 9.21 crore and no acquisition of voting shares by the trustee.

The unresolved points in the 29 October 2026 disclosure are the debenture amount, redemption timeline, conversion terms and the precise top-up threshold. Any later filing that details those terms, changes the reported 3,23,17,620-share encumbrance, or records a release of security would clarify how the arrangement develops.