Description

Revision of debenture trust deed covenants involving change in shareholding pattern from Indium IV (Mauritius) to PG Lotus Pte. Ltd with capital infusion and changes in management control.

Summary

Infinity Fincorp Solutions Private Limited has announced revisions to covenants in its Debenture Trust Deeds for ISINs INE00VD07016 and INE00VD07032. The changes involve a transfer of controlling stake from Indium IV (Mauritius) Private Limited to PG Lotus Pte. Ltd, with modified minimum shareholding requirements and additional capital infusion of up to Rs. 600 crore.

Key Points

  • Revision of Clause 9.8(a) in Debenture Trust Deeds dated 30th September 2024 and 1st April 2025
  • Exit of Indium IV (Mauritius) Private Limited from controlling position (previously required 51% minimum stake)
  • PG Lotus Pte. Ltd (with affiliates and managed funds) to maintain controlling stake and management control
  • New minimum shareholding requirement: 26% unencumbered equity share capital for PG Lotus group
  • Capital infusion of up to Rs. 600 crore by PG Lotus Pte. Ltd and continuing shareholders
  • Release of Indium and its affiliates from letter of comfort obligations
  • Changes in board composition and management structure
  • Amendments to constitutional documents

Regulatory Changes

Existing Covenant:

  • Indium IV (Mauritius) Private Limited required to hold minimum 51% unencumbered equity share capital
  • Full management control by Indium
  • Exceptions only for primary equity capital infusion

Revised Covenant:

  • PG Lotus Pte. Ltd (together with affiliates and managed funds) shall maintain controlling stake and management control
  • Minimum shareholding reduced to 26% unencumbered equity share capital
  • Exceptions extended to include Initial Public Offer scenarios
  • Shareholding measured on fully diluted basis

Compliance Requirements

  • Debenture holders to be notified of covenant modifications
  • Updated Debenture Trust Deed terms to be effective for ISINs INE00VD07016 and INE00VD07032
  • Constitutional document amendments to be completed
  • New board composition to be formalized
  • Letter of comfort releases to be documented

Important Dates

  • Original Debenture Trust Deed: 30th September 2024 (ISIN INE00VD07016)
  • Second Debenture Trust Deed: 1st April 2025 (ISIN INE00VD07032)
  • Circular Date: 9th December 2025

Impact Assessment

Impact on Debenture Holders:

  • High impact due to significant dilution of sponsor commitment from 51% to 26% minimum stake
  • Change in ultimate control from Mauritius-based entity to Singapore-based private equity group
  • Potential credit risk reassessment required given lower minimum stake requirement
  • Release of existing sponsor from comfort letter obligations may affect credit support

Capital Structure Impact:

  • Substantial capital infusion of Rs. 600 crore indicates growth phase or recapitalization
  • Allowance for IPO in revised covenant suggests potential listing plans
  • Change in shareholding pattern may affect company’s strategic direction

Governance Impact:

  • Complete management and board changes indicate comprehensive restructuring
  • New sponsor’s broader definition (including affiliates and managed funds) provides operational flexibility
  • Constitutional amendments may modify governance framework

Impact Justification

Significant restructuring involving change in majority shareholder, reduction of existing investor stake from 51% to below threshold, Rs. 600 crore capital infusion, and amendments to debenture covenants affecting debt securities holders' rights.