Catalyst Trusteeship Limited has disclosed the pledge of 4 crore equity shares of Embassy Developments Limited to secure a substantial debenture issuance. The disclosure, made under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, pertains to a transaction completed on December 29, 2025.

Debenture Issuance Details

The pledge secures the issuance of 2,550 secured, unlisted, redeemable and non-convertible debentures by Serenesummit Realty Private Limited. Each debenture carries a face value of ₹10,00,000, aggregating to a total value of ₹255,00,00,000.

Share Pledge Transaction

The transaction involved the pledge of 4,00,00,000 equity shares of Embassy Developments Limited, each with a face value of ₹2. Catalyst Trusteeship Limited acts as the debenture trustee for the benefit of debenture holders in this arrangement.

Company Capital Structure

Embassy Developments Limited maintains a consistent equity share capital structure throughout this transaction. The company's total equity share capital stands at ₹278,12,66,866, comprising 139,06,33,433 equity shares of ₹2 each.

Capital Structure Breakdown:

• Paid-up Share Capital: ₹278.13 crores
• Total Equity Shares: 13.91 crores
• Diluted Share Capital: ₹282.37 crores (including potential conversions)
• Additional Diluted Shares: 2.12 crores from stock options and Performance Stock Units

Regulatory Compliance

The disclosure fulfills mandatory requirements under SEBI regulations for substantial share transactions. Embassy Developments Limited shares are listed on both BSE Limited and National Stock Exchange of India Limited. Catalyst Trusteeship Limited, acting as debenture trustee, does not belong to the promoter or promoter group of Embassy Developments Limited.

The transaction represents a significant encumbrance of Embassy Developments shares, with the total pledged shares now constituting over 7% of the company's share capital, providing security for the substantial debenture issuance by Serenesummit Realty Private Limited.

Embassy Developments has formally requested stock exchanges to remove its shares from the Additional Surveillance Measure (ASM) Framework, following a stay order by the National Company Law Appellate Tribunal (NCLAT) on bankruptcy proceedings. The company aims to clarify its operational status and address the inadvertent inclusion of its equity shares under the ASM Framework.

The NCLAT has put a hold on the bankruptcy process for Embassy Developments Limited, providing significant relief to the company following the National Company Law Tribunal's (NCLT) earlier admission of an insolvency petition.

Stock Exchange Reclassification Issue

Embassy Developments' equity shares were inadvertently placed under the ASM Framework and reclassified under the BE segment (Trade-to-Trade settlement) by BSE Limited and the National Stock Exchange of India Limited with effect from December 16. The reclassification was based on the company's announcement made on December 11 at 9:07 A.M. regarding the admission of Canara Bank's insolvency petition by the NCLT Delhi Bench.

NCLT Order Details and NCLAT Stay

The NCLT Delhi Bench had admitted Canara Bank's insolvency petition against Embassy Developments Limited on December 9, seeking to initiate Corporate Insolvency Resolution Process (CIRP). However, the company made a subsequent disclosure on December 11 at 2:46 P.M. informing that the NCLAT had granted a stay on the operation of the NCLT order, thereby staying all proceedings under the IBC arising therefrom.

Company's Formal Representation

Embassy Developments has made appropriate representations to both stock exchanges regarding the inadvertent inclusion of its equity shares under the ASM Framework and BE segment. The company has formally requested removal of its equity shares from these classifications in light of the subsisting stay on proceedings under the IBC. Company Secretary Vikas Khandelwal signed the representation letter dated December 17.

The company clarified that pursuant to the NCLAT order, Embassy Developments is not presently subject to the Corporate Insolvency Resolution Process and continues to remain financially sound and fully operational.

Background of Legal Dispute

The original insolvency petition filed by Canara Bank pertained to Embassy Developments Limited's alleged role as a guarantor for loan facilities provided to Sinnar Thermal Power Limited. The facilities included:

Embassy Developments has maintained that the disputed liability stems from historical business operations that were restructured over a decade ago. The company clarified that the power business and the borrower entity were demerged in 2011 into Rattan India Enterprises Limited, and following promoter separation in 2014, the power business became part of a separate promoter group.