Sundrop Brands Limited has received disclosure from its promoter entity CAG-Tech (Mauritius) Limited regarding the creation of an encumbrance on shares worth ₹902.65 crores. The promoter company executed a non-disposal undertaking on 12,785,449 shares, representing 33.92% of outstanding shares, in favor of offshore security trustee.

CAG-Tech (Mauritius) Limited disclosed the creation of encumbrance under SEBI's Substantial Acquisition of Shares and Takeovers Regulations. The disclosure was made on December 23, 2025, and received by the company on the same date, within prescribed timeline requirements.

Encumbrance Structure and Security Details

The non-disposal undertaking covers the promoter's complete shareholding in Sundrop Brands Limited, with Catalyst Trustee Limited acting as onshore security trustee for offshore lenders.

Loan Arrangement and Fund Utilization

The encumbrance forms part of a security package for a loan availed by CAG-Tech Mauritius for acquiring additional shares in Sundrop Brands Limited. The loan structure involves two distinct tranches with specific utilization timelines.

Offshore Lender Structure

The non-disposal undertaking has been executed in favor of two offshore funds operating under the OCA Fund III structure:

• OCA Fund III Pte. Ltd.
• OCA Fund III (B) Pte. Ltd.

Both entities are represented through Catalyst Trustee Limited, which serves as the onshore security trustee for this comprehensive arrangement.

Regulatory Compliance and Company Information

The disclosure was made pursuant to Regulation 31 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Sundrop Brands Limited, formerly known as Agro Tech Foods Limited, operates under Corporate Identity Number L15142TG1986PLC006957 and maintains listings on both BSE Limited and National Stock Exchange of India Limited.

The encumbrance represents complete coverage of the promoter group's shareholding, indicating the comprehensive nature of the security arrangement supporting the offshore acquisition financing structure.

Sundrop Brands Limited has seen a significant increase in stake by CAG-Tech (Mauritius) Limited through a substantial off-market acquisition completed on December 23, 2025. The Mauritius-based entity acquired 18.81 lakh additional equity shares, increasing its shareholding from 33.92% to 38.91%.

Acquisition Details

The transaction involved the purchase of 18,81,073 equity shares of Sundrop Brands Limited, representing a strategic increase in CAG-Tech's ownership position. The following table summarizes the key acquisition metrics:

Shareholding Changes

The acquisition has resulted in a substantial change in CAG-Tech's ownership structure in Sundrop Brands Limited. The company's shareholding position before and after the transaction shows significant growth:

Company Capital Structure

Sundrop Brands Limited's capital structure remained unchanged following the transaction. The company maintains an equity share capital of ₹3,76,96,853, while the total diluted share capital stands at ₹3,91,77,264. This indicates the presence of outstanding convertible securities or warrants that could potentially be converted into equity shares.

Regulatory Compliance

CAG-Tech (Mauritius) Limited filed the disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The company confirmed its status as belonging to the Promoter/Promoter group category and provided its PAN details as AACCC9344C. The disclosure was simultaneously submitted to both major Indian stock exchanges where Sundrop Brands shares are listed.

Market Implications

The off-market acquisition demonstrates CAG-Tech's continued involvement in Sundrop Brands Limited. With the increased shareholding of 38.91%, CAG-Tech has strengthened its position as a significant stakeholder in the company. The transaction was completed without affecting the overall equity capital structure of Sundrop Brands, indicating a transfer between existing shareholders rather than fresh capital infusion.