SEBI grants exemption for family trust acquisition in Gujarat Themis Biosyn

The acquisition involves a restructuring of promoter holdings where shares are transferred to a family trust.

Who it concerns: Gujarat Themis Biosyn Limited (Target Company), Vividhmargi Trust (Proposed Acquirer), Mr. Dinesh Shantilal Patel (Settlor/Trustee), Pharmaceutical Business Group (India) Limited (PBGL), Themis Medicare Limited (TML), and other listed promoters including Jayshree D Patel, Sachin Dinesh Patel, and Reena S Patel.

What SEBI found or ordered

• SEBI granted an exemption under Regulation 11 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
• The exemption applies to the direct and indirect acquisition of shares and voting rights in the Target Company by the Vividhmargi Trust.
• The proposed transaction involves the transfer of approximately 0.61% of the Target Company's shares directly to the Trust and the acquisition of control over PBGL (47.02% of TC) and TML (23.19% of TC) indirectly.
• The Vividhmargi Trust is an irrevocable, discretionary, private trust settled under the Indian Trusts Act, 1882.
• The order notes that there would be no alteration in the total equity share capital of the Target Company as a result of the proposed acquisition.

Also in the document

• The acquisition is structured as a family trust arrangement where promoters (including Mr. Dinesh Shantilal Patel and his relatives) transfer their holdings to the trust.
• The Target Company's shares are listed on both the BSE Ltd. and National Stock Exchange of India Ltd.
• The order references a revised application dated September 03, 2025, which corrected shareholding patterns and paid-up capital details.