Vividhmargi Investments Private Limited has disclosed the acquisition of additional equity shares in Themis Medicare Limited through a scheme of amalgamation, as per regulatory filings submitted to stock exchanges on March 27, 2026.

Amalgamation Details

The acquisition stems from the Scheme of Amalgamation involving Vividh Distributors Private Limited (VDPL) and Themis Distributors Private Limited (TDPL) with Vividhmargi Investments Private Limited (VMIPL). The scheme was approved by the Central Government acting through the Regional Director, Western Region, Ministry of Corporate Affairs via order no. RD/WR/Sec.233/Vividhmargi/AC0118511/2025/7877 dated February 23, 2026.

All three entities—VDPL, TDPL, and VMIPL—are part of the promoter group of Themis Medicare Limited. The equity shares previously held by VDPL and TDPL in the target company were vested in VMIPL as on the effective date of March 24, 2026.

Shareholding Changes

The transaction resulted in significant changes to the shareholding structure:

Acquisition Details

The regulatory disclosure under Regulation 29(2) of SEBI Takeover Regulations provides comprehensive transaction details:

Regulatory Compliance

The disclosure was made under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The acquirer is exempted from making an open offer under the takeover regulations as the acquisition occurred through an approved amalgamation scheme.

The transaction represents a consolidation of shareholding within the promoter group, with Vividhmargi Investments Private Limited emerging as the primary holding entity for the promoter group's stake in Themis Medicare Limited. The filing confirms that no shares are encumbered and no voting rights exist otherwise than by shares.

Themis Medicare Limited has received a notice from the Income Tax Department regarding outstanding tax demands totaling approximately ₹13.32 crore across multiple assessment years. The pharmaceutical company disclosed this development under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Tax Demand Details

The notice was issued under Section 226(3) of the Income Tax Act, 1961 by the Office of the Assistant Commissioner of Income Tax, Vapi Circle, Vapi. The company received the communication on 25th March, 2026.

The outstanding demands comprise income tax, penalty, interest, and fine components across the three assessment years mentioned.

Company's Response Strategy

Themis Medicare has indicated it is in the process of taking necessary steps to address the matter, including preferring an appeal within the prescribed timelines. The company plans to defend the case before Higher Appellate Forums against the said order.

Management's Position

The pharmaceutical company has expressed confidence in its legal standing, stating it believes it has adequate factual and legal grounds to reasonably substantiate its position in the matter. Management has clarified that the tax demand does not have any adverse impact on the company's financial position and operations.

Regulatory Compliance

The disclosure was made pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company provided detailed information as required under Para A (20) of Part A of Schedule III of the SEBI LODR Regulations, ensuring full transparency with stakeholders regarding this regulatory development.