GMR Power & Urban Infra Limited and its promoter GMR Estate Management Private Limited have collectively pledged 89,12,17,516 equity shares to Vistra ITCL (India) Limited to secure the issue of Non-Convertible Debentures (NCDs). The encumbrance was created on June 11, 2026, and disclosed to the stock exchanges under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Vistra acted in its capacity as the Debenture Trustee and Security Trustee for the transaction.

The disclosure details two distinct pledge transactions. GMR Estate Management Private Limited, a promoter, pledged 1,04,19,987 shares, representing 13.34% of the total share capital. Separately, the listed entity pledged 78,10,17,529 shares. The total promoter shareholding in the company is 36,14,26,826 shares, with the encumbered shares accounting for 46.28% of this holding and 72.13% of the promoter's total stake.

The debt instruments secured by these shares are unrated, unlisted, redeemable, and non-convertible debentures issued by GMR Estate Management Private Limited. The value of the encumbered shares on the date of the event was ₹11,00,03,92,628 against an involved amount of ₹14,00,00,00,000, resulting in a coverage ratio of 0.79. The funds raised are for personal use by the promoters and PACs, not for the benefit of the listed company.

Shareholding and Pledge Details

*Note: The percentage exceeds 100% due to the aggregation of promoter and company shares relative to the total share capital.

The pledged shares are listed on NSE, BSE Limited, and MSEI. Ravi Majeti authorized the disclosure, which was filed on June 15, 2026.

GMR Business and Consultancy LLP has pledged 2.55 crore shares of GMR Power And Urban Infra Limited , representing 3.27% of the total share capital. The encumbrance was created on June 11, 2026, to secure debt instruments issued by GMR Estate Management Private Limited. The pledged shares, valued at ₹269.35 crore, secure a borrowing amount of ₹1,400 crore, resulting in a security cover ratio of 0.19.

The shares have been pledged in favor of Vistra ITCL (India) Limited, acting as the Debenture Trustee for the benefit of GMR Estate Management Private Limited. The disclosure was made in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The entity in whose favor the shares are encumbered is not a scheduled commercial bank, public financial institution, NBFC, or housing finance company.

The debt instruments secured by the pledge are described as secured, unrated, unlisted, redeemable, and non-convertible debentures. These instruments are not listed on any stock exchanges. The utilization of the borrowed amount is for personal use by the promoters and PACs, and not for the benefit of the listed company.

GMR Business and Consultancy LLP holds a total promoter shareholding of 36,14,26,826 shares, which constitutes 46.28% of the total share capital of the company. With this pledge, the total encumbered shares now account for 72.13% of the promoter's total shareholding. This exceeds both the 50% threshold of promoter shareholding and the 20% threshold of total share capital.

The following table details the encumbrance specifics: