Promoters create encumbrance over entire 75.4% stake via covenants under USD 480,000,000 loan facility

Blackstone-linked promoters have disclosed an encumbrance over their full stake.

Wed 30 Sep 2026

Promoter Holding

2,173,652,856 shares = 75.4% of share capital (fully diluted)

Shares Encumbered

2,173,652,856 = 75.4%

Loan Facility Amount

USD 480,000,000

Event Date

28 September 2026

Previously Encumbered

Nil (0%)

What was shared

This is a disclosure under Regulation 31(1) of the SEBI Takeover Regulations, reported on 30 September 2026, about encumbrance created on promoter shareholding.

Who is involved

The three promoters are BREP Asia II Indian Holding Co VI (NQ) Pte. Ltd., BREP Asia II EIP Holding (NQ) Pte. Ltd. and BREP Asia III India Holding Co III Pte. Ltd. — Blackstone real estate entities based offshore.

The numbers

• Total promoter holding: 2,173,652,856 shares, being 75.4% of total share capital (fully diluted)
• Shares encumbered: 2,173,652,856, i.e. 75.4%
• Previously encumbered: Nil (0%)
• BREP Asia II Indian Holding Co VI (NQ): 528,913,367 shares, 18.35%
• BREP Asia II EIP Holding (NQ): 818,868,788 shares, 28.4%
• BREP Asia III India Holding Co III: 825,870,701 shares, 28.65%
• Date of event: 28 September 2026

What exactly happened

Each promoter has agreed to certain covenants under a facility agreement dated 28 September 2026, in relation to all equity shares of the company held by it from time to time, that are in the nature of encumbrance. The update states clearly, more than once, that the promoters have not created any pledge on the equity shares of the company.

Separately, the parent entities of each promoter (which hold no shares in the company directly) have created a pledge over 100% of the shares of the promoter companies themselves, under two Singapore law-governed security documents dated 28 September 2026, in favour of DB International Trust (Singapore) Limited as offshore security agent.

Why

The security is to support term loan facilities of up to USD 480,000,000 availed by the promoters. Lenders listed are Barclays Bank PLC, Deutsche Bank AG Singapore Branch, First Abu Dhabi Bank PJSC Gift City Branch and Sumitomo Mitsui Banking Corporation Singapore Branch. Deutsche Bank AG, Singapore Branch acts as agent and calculation agent, with CTL Trusteeship Limited as onshore security agent. The security agent is noted as an overseas bank and financial institution, not a scheduled commercial bank.

How investors may read it

The update confirms both trigger thresholds are crossed: the encumbered shares are 50% or more of promoter shareholding, and 20% or more of total share capital. The borrowing sits at the promoter/holding level, not at the listed company. Restrictive covenants on promoter shares mean the promoters' ability to freely deal with their stake is limited while the facility is outstanding, and lenders' rights at the holding-company level could matter for ownership continuity if the loan were ever to face stress. Investors often watch promoter-level leverage of this scale, while noting that the listed company's own shares carry no pledge here.

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