Description

Modification to debenture trust deed covenants concerning shareholding requirements and change in controlling stakeholder from Indium IV to PG Lotus Pte. Ltd.

Summary

BSE has published an update regarding debt securities of Infinity Fincorp Solutions Private Limited, detailing modifications to debenture trust deed covenants. The update involves a change in the controlling stakeholder from Indium IV (Mauritius) Private Limited to PG Lotus Pte. Ltd, with revised minimum shareholding requirements and capital structure changes.

Key Points

  • Revision of Clause 9.8(a) of Debenture Trust Deeds affecting ISINs INE00VD07016 and INE00VD07032
  • Exit of Indium IV (Mauritius) Private Limited as controlling shareholder (previously required to hold minimum 51% equity)
  • PG Lotus Pte. Ltd (together with affiliates and managed funds) to become new controlling stakeholder
  • Revised minimum shareholding requirement reduced from 51% to 26% unencumbered equity share capital
  • Capital infusion of up to Rs. 600 Crore by PG Lotus Pte. Ltd and continuing shareholders
  • Release of Indium and its affiliates from obligations under letter of comfort
  • Changes in directors and management/control of the company

Regulatory Changes

Original Covenant (Debenture Trust Deed dated 30th September 2024 and 1st April 2025):

  • Indium IV (Mauritius) Private Limited required to hold minimum 51% unencumbered equity share capital
  • Required to maintain management control of the Issuer

Revised Covenant:

  • PG Lotus Pte. Ltd (together with affiliates and funds) to maintain Controlling Stake and Management Control
  • Minimum shareholding requirement reduced to 26% unencumbered equity share capital
  • Exception allowed for changes due to primary equity capital infusion or Initial Public Offer (IPO)

Compliance Requirements

  • Debenture holders should note the modified covenants under the trust deed
  • Amendment/modification to constitutional documents of Infinity Fincorp Solutions Private Limited
  • Updated shareholding pattern reflecting reduced minimum threshold from 51% to 26%
  • Recognition of change in management and control structure

Important Dates

  • 30th September 2024: Original Debenture Trust Deed date for ISIN INE00VD07016
  • 1st April 2025: Debenture Trust Deed date for ISIN INE00VD07032
  • 9th December 2025: Circular publication date

Impact Assessment

For Debenture Holders:

  • Material change in covenant structure with significantly reduced minimum shareholding requirement (51% to 26%)
  • Change in controlling entity from Indium IV to PG Lotus Pte. Ltd may affect credit assessment
  • Release of Indium from letter of comfort obligations may impact security considerations

For the Company:

  • Capital infusion of up to Rs. 600 Crore provides significant funding for operations
  • Greater flexibility in capital structure with lower minimum shareholding threshold
  • Allowance for future IPO without breaching covenants
  • Change in management and directorial composition

Market Impact:

  • Affects debt securities with ISINs INE00VD07016 and INE00VD07032
  • Investors should reassess credit risk based on new ownership and covenant structure
  • Potential impact on debt security pricing and liquidity

Impact Justification

Significant change in control and shareholding structure with material covenant modifications affecting debenture holders of Infinity Fincorp Solutions Private Limited