Description

Modification of debenture trust deed covenants relating to shareholding and management control due to change in capital structure and shareholder exit.

Summary

BSE has issued an update regarding debt securities of Infinity Fincorp Solutions Private Limited. The circular details revisions to debenture trust deed covenants for two ISINs (INE00VD07016 and INE00VD07032) relating to shareholding and management control requirements. The changes reflect a corporate restructuring involving the exit of Indium IV (Mauritius) Private Limited and entry of PG Lotus Pte. Ltd as the new controlling shareholder.

Key Points

  • Revision of Clause 9.8(a) of Debenture Trust Deeds dated September 30, 2024 and April 1, 2025
  • Affected ISINs: INE00VD07016 and INE00VD07032
  • Minimum shareholding requirement reduced from 51% to 26% on fully diluted basis
  • Change in controlling shareholder from Indium IV (Mauritius) Private Limited to PG Lotus Pte. Ltd
  • PG Lotus Pte. Ltd (together with affiliates and managed funds) to maintain controlling stake and management control
  • Capital infusion of up to Rs. 600 Crore by PG Lotus Pte. Ltd and continuing shareholders
  • Exit of Indium from the company and release from letter of comfort obligations
  • Changes in directors and management/control of company
  • Amendments to constitutional documents

Regulatory Changes

Existing Covenant:

  • Indium IV (Mauritius) Private Limited required to hold minimum 51% unencumbered equity share capital (except changes due to primary equity capital infusion)
  • Indium IV required to have management control

Revised Covenant:

  1. PG Lotus Pte. Ltd (together with its affiliates and funds managed by it) shall maintain controlling stake and management control of the issuer
  2. PG Lotus Pte. Ltd (together with its affiliates and funds managed by it) shall hold minimum 26% unencumbered equity share capital on fully diluted basis (except changes due to primary equity capital infusion/Initial Public Offer)

Compliance Requirements

  • PG Lotus Pte. Ltd must maintain minimum 26% unencumbered shareholding on fully diluted basis
  • PG Lotus Pte. Ltd must maintain controlling stake in the issuer
  • PG Lotus Pte. Ltd must retain management control of the issuer
  • Changes permitted for primary equity capital infusion or Initial Public Offer scenarios

Important Dates

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

Impact Assessment

Debenture Holders: High impact - Material relaxation in minimum shareholding covenant from 51% to 26% may affect credit risk profile and security for debenture holders. The change in controlling shareholder from Indium IV to PG Lotus Pte. Ltd represents a significant change in sponsor commitment.

Issuer: Positive impact - Greater flexibility in capital structure management and ability to pursue primary equity infusion or IPO without breaching covenants. Capital infusion of up to Rs. 600 Crore provides enhanced financial capacity.

Market: This update signals significant corporate restructuring in the NBFC/financial services sector with private equity ownership transition. The covenant modification reflects evolving private equity exit strategies and new sponsor entry dynamics in the debt capital markets.

Impact Justification

Material change in debt covenant structure affecting debenture holders with significant reduction in minimum shareholding requirement from 51% to 26% and change in controlling shareholder from Indium IV to PG Lotus Pte. Ltd.