Vividhmargi Trust has pledged 2,53,17,620 equity shares, representing 27.49% of the total paid-up capital, of Themis Medicare Ltd in favor of CTL Trusteeship Limited. The encumbrance was established on June 29, 2026, to secure unrated, unlisted, secured, redeemable non-convertible debentures issued by OSS Software Solutions Labs Private Limited. The disclosure was submitted to the stock exchanges on July 3, 2026, under Regulation 31 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The pledged shares, valued at ₹284,19,02,845 based on a price of ₹112.25 per share, secure a debt amount of ₹135,00,00,000. The ratio of the value of shares to the amount involved is 1:2.10. The debenture trust deed governing this arrangement was entered into on June 25, 2026, between OSS Software Solutions Labs Private Limited as the issuer and CTL Trusteeship Limited as the debenture trustee. The borrowed funds are intended for personal use by the promoters and PACs.

Details of the Encumbrance

The disclosure specifies that the acquisition is treated as such under the takeover regulations due to the creation of an encumbrance. CTL Trusteeship Limited, acting in its capacity as the debenture trustee, now holds rights over the pledged shares. The acquirer clarified that it does not belong to the promoter or promoter group of the target company.

Capital Structure

The total equity share capital of Themis Medicare Limited remains unchanged at INR 9,21,00,120, comprising 9,21,00,120 fully paid-up equity shares of INR 1 each. The total diluted share and voting capital also stands at 9,21,00,120 shares. The aggregate holding of CTL Trusteeship Limited by way of encumbrance constitutes 27.49% of the total share capital as well as the total diluted share and voting capital of the company. The total promoter shareholding in the listed company is 6,18,03,990 equity shares, with the encumbered shares representing 40.96% of the promoter shareholding.

Themis Medicare Limited returned to profitability on a consolidated basis in FY26, reporting a net profit of ₹1.14 crore compared to ₹29.83 crore in the previous year. The company's consolidated revenue from operations stood at ₹342.24 crore, a decrease from ₹405.51 crore in FY25. The Board of Directors, at its meeting held on May 28, 2026, approved the audited standalone and consolidated financial results for the year ended March 31, 2026, reviewed by the Audit Committee and accompanied by the report of Statutory Auditors M/s. Krishaan & Co., Chartered Accountants. The Board also recommended a final dividend of Re. 0.50 per equity share (face value Re. 1 each), aggregating to ₹4,60,50,060, subject to shareholder approval at the forthcoming Annual General Meeting.

Q4 FY26 Performance: Sharp Turnaround

For the quarter ended March 31, 2026 (Q4 FY26), Themis Medicare reported a consolidated net profit of ₹8.89 crore, a significant turnaround from a loss of ₹9.66 crore in the corresponding period of the previous year. Revenue for the quarter rose 6.7% year-on-year to ₹76.53 crore. EBITDA for the quarter turned positive at ₹3.76 crore against a loss of ₹5.78 crore in Q4 FY25, reflecting improved operational efficiencies and cost rationalization. The Hospital segment emerged as a major growth driver during the year, contributing 50% of total revenue.

Consolidated Financial Highlights (Q4 FY26)

The table below summarizes the consolidated quarterly performance:

Consolidated Financial Highlights (FY26)

The full-year consolidated performance is presented below:

Standalone Financial Results

On a standalone basis, the company reported a net loss of ₹1,418.55 lakhs for the year ended March 31, 2026, compared to a net profit of ₹2,392.15 lakhs in the previous year. Standalone revenue from operations for FY26 stood at ₹34,223.55 lakhs versus ₹40,551.16 lakhs in FY25. For Q4 FY26, standalone revenue from operations was ₹7,653.05 lakhs against ₹7,170.16 lakhs in Q4 FY25, with a net profit of ₹196.56 lakhs compared to a net loss of ₹774.48 lakhs in the year-ago quarter. Basic and diluted EPS on a standalone basis for FY26 stood at ₹(1.54) each, against ₹2.60 (basic) and ₹2.59 (diluted) in FY25.

The standalone results include two exceptional items: an impact of ₹86.53 lakhs related to the four Labour Codes notified by the Government of India on November 21, 2025, and a provision of ₹129.39 lakhs for investments and receivables in M/s. Carpo Medicals Limited (UK), a wholly owned subsidiary that was struck off effective April 14, 2025, pending RBI approval under FEMA for write-off.

Standalone Statement of Assets and Liabilities

Key balance sheet items on a standalone basis are presented below:

Consolidated Statement of Assets and Liabilities

Key consolidated balance sheet items are as follows:

Corporate Governance and Auditor Appointments

The Board re-appointed M/s. R. Nanabhoy & Co., Cost Accountants (FRN - 000011), a firm established in 1948 by Late Shri. Ruttonshaw Nanabhoy, as Cost Auditor for the financial year 2026-27. The statutory auditors, M/s. Krishaan & Co., Chartered Accountants, issued an unmodified audit opinion on both the standalone and consolidated financial results, with no audit qualifications or reservations. The financial results have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013. Dr. Sachin Patel, Managing Director & CEO, attributed the recovery to ongoing cost rationalization, improved business productivity, and better operational efficiency.