Promoters' entire 75.4% stake placed under encumbrance covenants for USD 480,000,000 loan facility

Blackstone-affiliated promoters of the company disclosed an encumbrance under SEBI Takeover rules.

Wed 30 Sep 2026

Promoter Shares Encumbered

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

Loan Facility Amount

USD 480,000,000

Facility Agreement Date

28 September 2026

Security Agent

DB International Trust (Singapore) Limited

Lenders

Barclays Bank PLC, Deutsche Bank AG Singapore Branch, First Abu Dhabi Bank PJSC Gift City Branch, Sumitomo Mitsui Banking Corporation…

What was shared

Three promoter entities — 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. — made a disclosure under Regulation 31(1) of the SEBI Takeover Regulations on 30 September 2026.

The nature of the encumbrance

Each promoter has agreed to certain covenants, in relation to all equity shares of the company held by it from time to time, that are in the nature of encumbrance under a facility agreement dated 28 September 2026. The update states expressly that the promoters have not created any pledge on the equity shares of the company. This is an important distinction: the shares are restricted by contractual covenants, not handed over as pledged security.

Separately, at a level above the listed company, the parent entities of each promoter created a pledge over 100% of the shares they hold in the three promoter companies, under Singapore law-governed security documents dated 28 September 2026. Those parents do not directly hold any equity shares in the company.

Shareholding covered

• Total promoter shareholding: 2,173,652,856 shares
• As a percentage of share capital on a fully diluted basis: 75.4%
• Shares encumbered: 2,173,652,856, i.e. 75.4%
• BREP Asia II Indian Holding Co VI (NQ) Pte. Ltd.: 528,913,367 shares, 18.35%
• BREP Asia II EIP Holding (NQ) Pte. Ltd.: 818,868,788 shares, 28.4%
• BREP Asia III India Holding Co III Pte. Ltd.: 825,870,701 shares, 28.65%
• Encumbrance already existing before this event for each promoter: Nil, 0%

The disclosure confirms the encumbered shares are 50% or more of promoter shareholding, and 20% or more of total share capital — both triggers for this reporting format.

Why it was done

The security supports term loan facilities of up to USD 480,000,000 availed by the promoters. The encumbrance is in favour of DB International Trust (Singapore) Limited as the offshore security agent, acting for the lenders. Deutsche Bank AG, Singapore Branch acts as agent and calculation agent, and CTL Trusteeship Limited as the onshore security agent. The security agent is described as an overseas bank and financial institution, not a scheduled commercial bank.

Lenders named

• Barclays Bank PLC
• Deutsche Bank AG, Singapore Branch
• First Abu Dhabi Bank PJSC, Gift City Branch
• Sumitomo Mitsui Banking Corporation Singapore Branch

How to read this

This is a promoter-level financing arrangement; the borrowing sits with the promoter entities, not with the listed company. Investors typically watch promoter encumbrances because restrictions tied to a loan can affect how freely a promoter can deal with its stake, and because any stress at the borrower level can eventually touch the ownership structure. Here the company's own shares are covered only by covenants, with the pledge created one level up over the promoter companies themselves.

Nothing here is a view, opinion or recommendation of ScoutQuest, its parent, directors or employees. ScoutQuest is a technology company: this page was assembled automatically from public sources using artificial intelligence, and may contain errors or omissions. Confirm everything against the original source before you act on it. Any use of this page is at your own risk, and neither ScoutQuest nor its parent, directors or employees accepts liability for it.