SEBI grants exemption for Vividhmargi Trust's 27.51% Themis Medicare acquisition

The acquisition involves transferring shares directly and indirectly from the existing promoter group to the Trust.

Who it concerns: Themis Medicare Limited (Target Company), Vividhmargi Trust (Proposed Acquirer), Mr. Dinesh Shantilal Patel (Trustee/Settlor), and other promoter group members including Jayshree Dinesh Patel, Sachin Dinesh Patel, and Reena Sachin Patel.

What SEBI found or ordered

• Exemption granted from Regulations 3, 4, and 5 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
• Proposed direct acquisition of 27.51% of shares (2,53,17,620 shares) by Vividhmargi Trust from promoters.
• Proposed indirect acquisition through the transfer of shares in three private companies (Vividhmargi Investments Pvt. Ltd., Vividh Distributors Pvt. Ltd., and Themis Distributors Pvt. Ltd.) to the Trust.
• The transaction is described as a succession and welfare arrangement for the promoter group and their lineal descendants.
• No change in the total equity share capital of the Target Company is expected.

Also in the document

• The order is an 'Exemption Order,' meaning SEBI has approved the request to bypass standard takeover offer requirements.
• The transaction involves a complex structure of direct share transfers and indirect control via holding companies.
• The Trust was registered on April 17, 2025, shortly before the application date of May 30, 2025.