Catalyst Trusteeship Limited has issued a clarification regarding the proposed pledge on 26% of equity shares of Indo Tech Transformers Limited (ITTL). This clarification comes in response to a disclosure made under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Details of the Arrangement

• Debenture Trust Deed (DTD): Executed on October 30, 2025, between Catalyst Trusteeship and Shirdi Sai Electricals Limited (SSEL)
• Purpose: Issuance of Non-Convertible Debentures (NCDs) worth up to INR 600.00 crores
• Proposed Pledge: 27,61,200 equity shares (26% of ITTL's share capital)
• Security Structure: Pledge to serve as common security for both NCDs and proposed Optionally Convertible Debentures (OCDs)

Current Status and Future Actions

Catalyst Trusteeship has emphasized that the pledge has not been created as of the clarification date. The shares proposed for pledging are currently encumbered with existing lenders of SSEL. The new pledge may be created in tranches only after:

1. Repayment to existing lenders
2. Release of current encumbrances
3. Compliance with DTD provisions and related financing documents

Shareholding Details

Implications

This clarification is significant for investors and stakeholders of Indo Tech Transformers Limited. It provides transparency on the proposed financial arrangement and its potential impact on the company's shareholding structure. Investors should note that:

1. The pledge creation is subject to certain conditions and may occur in phases.
2. The arrangement involves both NCDs and potential OCDs, indicating a complex financial structure.
3. The total share capital remains unchanged at 1,06,20,000 equity shares of INR 10.00 each.

In a significant corporate move, Shirdi Sai Electricals Limited has pledged a substantial portion of its stake in Indo Tech Transformers Limited to Catalyst Trusteeship Limited. This development, executed on October 30, marks a notable shift in the ownership structure of Indo Tech Transformers.

Key Details of the Pledge

Purpose and Mechanism

The pledge is part of a Debenture Trust Deed arrangement, where Catalyst Trusteeship acts as the Debenture Trustee for the benefit of debenture holders. This move suggests that Shirdi Sai Electricals may have issued debentures, using its stake in Indo Tech Transformers as collateral.

Regulatory Compliance

As per the LODR (Listing Obligations and Disclosure Requirements) data, this transaction has been reported to the National Stock Exchange of India Limited and BSE Limited on November 3. The disclosure was made under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Impact on Ownership Structure

Prior to this transaction, there were no existing encumbrances on the shares of Indo Tech Transformers held by Shirdi Sai Electricals. The pledge represents a significant portion of Indo Tech Transformers' total equity share capital, potentially affecting the company's ownership dynamics.

Market Implications

While the pledge does not immediately alter the voting rights or management control of Indo Tech Transformers, it does introduce a new stakeholder in the form of the debenture holders represented by Catalyst Trusteeship. This could have implications for future decision-making processes and potentially impact investor perception of both companies involved.