Deutsche Bank Group has disclosed the creation of encumbrance over a significant portion of GMM Pfaudler Limited's equity shares, representing 9.17% of the company's total share capital. This move is tied to term loan facilities obtained by two shareholders from Barclays Bank PLC.

Key Details of the Encumbrance

• Total Shares Encumbered: 4,121,960 equity shares
• Percentage of Total Share Capital: 9.17%
• Shareholders Involved:
  • Petunia Investments Limited: 3,709,766 shares (8.25%)
  • Carillon Investments B.V.: 412,194 shares (0.92%)

Loan Facility Agreements

The encumbrance is a result of term loan facilities provided by Barclays Bank PLC to the shareholders. Key points include:

• Facility Agreements Date: August 7, 2025
• Security Arrangement: Charges created on GMM Pfaudler shares
• Legal Documents:
  • Composite Share Charge agreement (for Petunia Investments)
  • Composite Share Pledge agreement (for Carillon Investments)

GMM Pfaudler's Share Capital Structure

Regulatory Compliance

The disclosure was made in accordance with Regulation 29(1) read with Regulation 29(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, commonly known as the Takeover Code.

Impact and Implications

While this encumbrance does not represent a change in actual shareholding, it signifies a significant financial transaction involving a substantial portion of GMM Pfaudler's shares. Such arrangements can potentially impact control and decision-making dynamics, depending on the terms of the loan facilities and the nature of the encumbrance.

Investors and market participants will likely monitor this development closely, as it involves a considerable stake in GMM Pfaudler, a company known for its presence in the pharmaceutical and chemical processing equipment sector.

The disclosure ensures transparency in the market regarding potential changes in control or influence over the company's shares. As the loan facilities mature in 2025, stakeholders will be keen to observe any further developments or changes in the ownership structure of these encumbered shares.

GMM Pfaudler Limited, a global leader in corrosion-resistant technologies, has reported stable revenue and improved margins for the first quarter, driven by strong performance in its India operations. The company has also announced a strategic acquisition to expand its presence in South America.

Q1 Financial Highlights

GMM Pfaudler's consolidated revenue remained stable at ₹795.00 crore. The company's consolidated EBITDA grew by 14% year-on-year to ₹101.00 crore, with the EBITDA margin improving to 12.70%. The India operations showed particularly strong performance, with a 45% year-on-year growth in EBITDA.

The company's net profit after tax stood at ₹10.00 crore, which includes a non-cash foreign exchange loss of ₹19.80 crore from currency borrowing restatements.

Order Book and Backlog

GMM Pfaudler reported a robust order intake of ₹1,004.00 crore for the quarter, representing a 14% year-on-year increase and a significant 52% quarter-on-quarter growth. This surge was primarily driven by the Systems and Services segments. The order backlog also saw an uptick, reaching ₹1,906.00 crore, which is 7% higher than the previous year and 17% higher than the previous quarter.

Acquisition of SEMCO

In a strategic move to strengthen its global presence, GMM Pfaudler announced the acquisition of SEMCO Tecnologia em Processos Ltda., a Brazilian company specializing in mixing technologies. The acquisition, valued at USD 18.50 million (approximately ₹158.00 crore), will be carried out through GMM Pfaudler's wholly-owned subsidiary, Pfaudler Ltda., Brazil.

This acquisition is expected to bolster GMM Pfaudler's mixing technologies platform and provide access to the rapidly growing markets in Brazil and South America. SEMCO, with over 40 years of industrial mixing expertise, serves key industries such as metals & minerals, renewable fuels, water & wastewater treatment, chemicals, and petrochemicals.

Management Commentary

Tarak Patel, Managing Director of GMM Pfaudler, commented on the results, stating, "While our revenue for this quarter has remained stable, our margins have improved, which is mainly driven by our business in India. Order intake and backlog have increased 14% and 7%, respectively, compared to the previous year."

Regarding the SEMCO acquisition, Patel added, "This strategic acquisition will further strengthen our Mixing Technologies Platform and give us access to the rapidly growing markets in South America."

Outlook

Despite the positive performance, the company remains cautious about future prospects. Patel noted, "Although our opportunity pipeline continues to grow, uncertainties regarding global trade and geopolitical instability may impact investment decisions."

GMM Pfaudler's strategic moves, including the SEMCO acquisition and focus on improving margins, demonstrate the company's commitment to growth and expansion in the global market for corrosion-resistant technologies and mixing solutions.