Stovec Industries Limited has disclosed the creation of an encumbrance on its promoter’s entire shareholding of 71.06% in the listed entity, marking a significant development in its corporate governance structure. The disclosure was made to BSE Limited on August 10, 2026, pursuant to Regulation 31(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The encumbrance arises from a Shareholders’ and Subscription Agreement (SHA) dated February 26, 2025, executed between Print Holdings B.V., Print I B.V., and Magenta Holding B.V., alongside other shareholders including SPG MIP Invest B.V.

The regulatory filing clarifies that while the SHA creates rights in the nature of an encumbrance, it does not involve a direct pledge or lien on the equity shares of Stovec Industries Limited itself. Instead, the restrictions apply to the shares of Print I B.V., which is the holding company of SPG Prints B.V., the direct promoter of Stovec Industries. Print I B.V. is a subsidiary of Print Holdings B.V. The SHA was executed in connection with corporate and debt restructuring arrangements within Print I B.V., governed by Dutch law.

Under the terms of the SHA, Print Holdings B.V. has agreed to certain share transfer restrictions with Magenta Holding B.V. concerning Print I B.V. These restrictions limit Print Holdings’ ability to freely transfer its shares in Print I B.V. The agreement includes general transfer bans, subject to exceptions such as drag-along and tag-along rights, which facilitate coordinated share transfers among shareholders. Additionally, the SHA provides Magenta Holding with the option to take full control of Print I B.V., subject to compliance with applicable laws.

A key component of the restructuring involved a senior facilities agreement between Print I B.V. and its lenders. Under this agreement, certain lenders converted a portion of their outstanding loans into 647,059,000 equity shares of Print I B.V. These shares are currently held through Magenta Holding B.V. This conversion forms part of the broader financial arrangement that necessitated the creation of the shareholder rights disclosed in the filing.

Ownership Structure and Shareholding Details

The disclosure outlines the organizational structure linking the foreign entities to Stovec Industries Limited. SPG Prints B.V. holds 71.06% of Stovec Industries. Print I B.V. wholly owns SPG Prints B.V. The ownership of Print I B.V. is distributed among three entities: Print Holdings B.V. (51%), Magenta Holding B.V. (44%), and SPG MIP Invest B.V. (5%).

The total promoter holding in Stovec Industries Limited stands at 1,483,777 shares, representing 71.06% of the total share capital and 71.06% of the diluted share capital. The entire promoter holding is considered encumbered due to the arrangements at the holding company level.

What the Numbers Show

The nature of this encumbrance differs from traditional pledges where shares are mortgaged to secure a loan. Here, the restriction is contractual, limiting the ability of the ultimate parent, Print Holdings B.V., to divest its stake in the intermediate holding company without coordination with Magenta Holding. This structure suggests that control over Stovec Industries may be subject to the outcomes of the debt restructuring at the Print I level. Investors should note that while no shares of Stovec Industries are directly pledged, the effective control of the promoter group is constrained by the SHA, potentially impacting future strategic decisions or changes in ownership at the listed level.

Stovec Industries Ltd has accepted the resignation of Arnout Otma as Non-Executive Non-Independent Director, effective from the close of business hours on July 17, 2026. The resignation follows Otma's cessation as Chief Financial Officer of SPGPrints B.V., the holding company, as he intends to pursue opportunities outside the organization. Consequently, he has also stepped down from all board committees of Stovec Industries with effect from the same date.

The intimation was made pursuant to Regulation 30 read with clause 7, Para A of Part A of Schedule III of SEBI (LODR) Regulations, 2015. The company confirmed that the reason for the resignation is self-explanatory as per the resignation letter submitted by the director.

Details of Resignation

The company disclosed the specific details regarding the change in directorship in a filing to the stock exchange.

The resignation was intimated to the Corporate Relations Department of BSE Limited on July 17, 2026. Sanjeev Singh Sengar, Company Secretary of Stovec Industries Limited, signed the disclosure on behalf of the company.