GMR Enterprises Private Limited has pledged 22 million shares, representing 61.07% of its shareholding in Gmr Power And Urban Infra Limited . The encumbrance was created on June 15, 2026, in favor of Vistra ITCL (India) Limited for the benefit of GMR Infra Projects Private Limited. The pledged shares account for 2.82% of the total share capital of the listed company.

The disclosure was made in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The entity in whose favor the shares are encumbered, Vistra ITCL (India) Limited, acts as a Debenture Trustee. The encumbrance relates to an existing facility, and the cumulative numbers have been presented against the value of shares and the amount involved.

Details of Encumbrance

The security cover provided by the pledged shares is valued at ₹ 2,32,25,40,000 as of the date of the agreement. This value is set against a total amount involved of ₹ 3,00,00,00,000, resulting in a ratio of 0.77. The borrowed amount is designated for personal use by the promoters and PACs, rather than for the benefit of the listed company.

The debt instrument associated with this encumbrance is unrated, unlisted, dematerialized, secured, redeemable, and non-convertible. It has been issued by GMR Infra Projects Private Limited and is not listed on any stock exchange. The filing confirms that the encumbered shares are net off releases till June 17, 2026.

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.