Centella Mauritius Holdings Limited sold 6,24,00,000 equity shares of Aster DM Quality Care Limited , representing 7.16% of the total paid-up equity share capital, through an on-market transaction on August 19, 2026.

The disposal was disclosed under Regulation 29(2) of the Securities and Exchange Board of India (Substantial Acquisition and Takeovers) Regulations, 2011. Centella Mauritius is not part of the promoter or promoter group of the target company.

Shareholding Changes

Prior to the sale, Centella Mauritius held 8,63,17,533 shares, accounting for 9.90% of the total voting capital. None of these shares were encumbered by pledge, lien, or non-disposal undertakings. The entity also held no warrants, convertible securities, or other instruments entitling it to receive shares carrying voting rights.

Following the transaction, the seller’s holding reduced to 2,39,17,533 shares, or 2.74% of the total paid-up equity share capital. The total diluted share/voting capital of Aster DM Quality Care remained unchanged at 87,16,72,439 equity shares.

Transaction Context

The sale occurred following a release of encumbrances. A facility agreement dated February 23, 2026, had been entered into between Centella Mauritius and certain lenders. In connection with this facility, security interest was created over the shares held by Centella Mauritius in favor of GLAS Trust (Singapore) Ltd, acting as offshore security agent.

Catalyst Trusteeship Limited, acting as onshore security agent, disclosed the release of pledge over 8,44,25,547 equity shares on August 18, 2026, to facilitate the disposal. The settlement for the share sale occurred on August 20, 2026.

What the Numbers Show

The sale represents a significant reduction in Centella Mauritius’s stake, with the entity offloading approximately 72% of its pre-transaction holding in a single open-market block. The remaining stake of 2.74% suggests a near-complete exit from a substantial position, reducing potential overhang concerns for other shareholders while indicating a decisive shift in the investor’s portfolio allocation.

Aster DM Quality Care promoter BCP Asia II Topco IV Pte. Ltd. has created an encumbrance over its entire shareholding in the listed entity. The pledge covers 25,89,52,574 equity shares, representing 29.71% of the company’s total share capital.

The disclosure was filed with the Bombay Stock Exchange and the National Stock Exchange on August 21, 2026, pursuant to Regulation 31(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Loan Facility Details

The encumbrance was created under a facility agreement dated August 19, 2026, to secure term loan facilities of up to USD 750 million. The loan agreement involves multiple international lenders, including Barclays Bank Plc, Citibank N.A., Deutsche Bank AG, and J.P. Morgan Securities Plc.

Axis Trustee Services Limited acts as the Onshore Security Agent, while Deutsche Bank AG, Singapore Branch, serves as the Agent. DB International Trust (Singapore) Limited is designated as the Offshore Security Agent.

Structure of Encumbrance

The pledge comprises two distinct components effective from August 19, 2026:

• A first-ranking exclusive pledge over 24,89,52,574 shares (28.56% of total share capital) in favor of the Onshore Security Agent.
• Conditions in the nature of encumbrance over 25,89,52,574 shares (29.71% of total share capital) in favor of the Agent and Offshore Security Agent.

Use of Proceeds

According to Annexure II of the disclosure, the borrowed funds will be utilized for the payment of dividends and other distributions to shareholders of the Borrower. The facility will also indirectly refinance the existing indebtedness of BCP Asia II Topco IV Pte. Ltd. in full, along with covering associated fees, costs, and expenses.

What the Numbers Show

The value of the pledged shares stood at INR 199,211.8 crore as of August 19, 2026, based on the closing price on the National Stock Exchange. This provides an asset cover ratio of 2.77x against the loan amount of INR 71,810.8 crore (equivalent to USD 750 million at the exchange rate of USD 1 = INR 95.7477). The high coverage ratio indicates significant collateral buffer relative to the debt obligation.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE914M01019/1a148626-e064-49aa-949c-8cb4b7f23db7.pdf