Description

BSE circular announcing proposed amendments to the security structure of debentures issued by Equinox India Infraestate Limited (formerly Indiabulls Infraestate Limited), transitioning from pari passu charges to specific first-ranking pledges and security interests.

Summary

BSE has issued a circular detailing proposed amendments to the security structure governing the debentures (ISIN: INE741X07077, Scrip Code: 977168) of Equinox India Infraestate Limited (formerly Indiabulls Infraestate Limited). The amendment replaces the existing Common Security Trustee arrangement and broad pari passu charges with a restructured set of specific, first-ranking security interests under a Debenture Trustee.

Key Points

  • Company: Equinox India Infraestate Limited (formerly Indiabulls Infraestate Limited)
  • Scrip Code / ISIN: 977168 / INE741X07077
  • The security structure for outstanding debentures is being materially amended
  • Security will now be held in favour of the Debenture Trustee (replacing the Common Security Trustee)
  • Existing pari passu charges over immovable and movable assets of the Obligors are being replaced with specific, project-linked security interests
  • New security package focuses on the Blu Project assets and equity pledges of subsidiary entities

Regulatory Changes

Existing Provision: Security was structured as first ranking pari passu charges (shared with parties to the Summit Debentures) over:

  • All immovable assets (present and future) of the Obligors including Mortgaged Properties
  • All movable assets and bank accounts (present and future) of the Obligors (excluding HoldCo)
  • Held in favour of the Common Security Trustee

Proposed Amendment: Security will now be held by the Debenture Trustee and consist of:

  • (a) First ranking Security Interest over assets related to the Blu Project and Blu Project Property (excluding Excluded Assets)
  • (b) First ranking Pledge over 99.9997% of total fully paid-up equity share capital and voting rights of the Company (fully diluted basis)
  • (c) First ranking Pledge over 99.9994% of total fully paid-up equity share capital and voting rights of Spero (fully diluted basis)
  • (d) Contractual comforts via corporate guarantees from Spero and HoldCo
  • (e) First ranking Security Interest over Subordination Receivables (receivables of Subordinated Loans extended to Spero and the Company)
  • (f) Undated Cheques issued by HoldCo (details in full document)

Compliance Requirements

  • Existing debenture holders should review the full Annexure A for the complete list of proposed amendments
  • Debenture Trustees and Obligors must execute revised transaction documents reflecting the new security structure
  • All Obligors under the Transaction Documents are bound by the restructured security and performance obligations

Important Dates

  • Circular Date: 27 February 2026
  • Effective date of amendments: As per the revised Debenture Trust Deed and Transaction Documents (refer to full circular for specific timelines)

Impact Assessment

The restructuring of the security package has medium impact on existing debenture holders. Key considerations include:

  • Positive: Security is now more clearly defined and ring-fenced around specific assets (Blu Project), reducing ambiguity
  • Risk: Removal of broad pari passu charge over all Obligor assets may reduce recourse for holders if Blu Project assets are insufficient
  • Structural change: Shift from Common Security Trustee to Debenture Trustee simplifies the security administration but eliminates shared security pooling with Summit Debenture holders
  • Equity pledges: High percentage pledges (99.9997% and 99.9994%) over subsidiaries provide meaningful collateral
  • Debenture holders and market participants should assess the adequacy of the new security package relative to outstanding obligations

Impact Justification

Amendment to debenture security structure affects existing debenture holders of Equinox India Infraestate Ltd; restructuring moves from broad pari passu charges to specific project-linked first-ranking pledges, which materially alters creditor protections.