Description

BSE circular notifying proposed amendments to the security structure for debentures of Equinox India Infraestate Limited (formerly Indiabulls Infraestate Limited), replacing common trustee-held pari passu charges with issuer-specific first-ranking security interests.

Summary

BSE has issued a circular regarding proposed amendments to the security structure governing the debentures of Equinox India Infraestate Limited (formerly Indiabulls Infraestate Limited), scrip code 977168 / ISIN INE741X07077. The amendment restructures the existing pari passu, common-trustee-held security package into a set of first-ranking, issuer-specific security interests held in favour of the Debenture Trustee.

Key Points

  • Issuer: Equinox India Infraestate Limited (formerly Indiabulls Infraestate Limited)
  • Scrip Code: 977168 | ISIN: INE741X07077
  • The existing security structure comprised first-ranking pari passu charges (shared with Summit Debenture secured parties) over immovable and movable assets held in favour of the Common Security Trustee
  • The proposed amendment replaces this with a set of standalone, first-ranking security interests held directly in favour of the Debenture Trustee
  • New security package covers the Blu Project and Blu Project Property assets (excluding Excluded Assets)
  • Pledge of 99.9997% of fully paid-up equity and voting rights of the Company (fully diluted basis)
  • Pledge of 99.9994% of fully paid-up equity and voting rights of Spero (fully diluted basis)
  • Contractual comforts via corporate guarantees extended by Spero and HoldCo
  • First-ranking security interest over Subordination Receivables (comprising receivables of subordinated loans extended to Spero and the Company)
  • Undated cheques issued by HoldCo as additional comfort

Regulatory Changes

  • Security interest transitions from pari passu (shared with Summit Debenture secured parties under a Common Security Trustee) to standalone first-ranking charges under the Debenture Trustee
  • Scope of secured assets refocused from broad immovable/movable assets of all Obligors to specific Blu Project assets, equity pledges, and subordination receivables
  • Removal of the Common Security Trustee construct; Debenture Trustee now holds security directly
  • Summit Project and Summit Project Property are excluded from the new security structure
  • HoldCo excluded from movable asset hypothecation under the revised structure

Compliance Requirements

  • Debenture Trustee to update trust deed and security documentation to reflect the new security structure
  • Obligors (Company, Spero, HoldCo) to execute revised pledge agreements, guarantee documents, and subordination agreements
  • Existing Common Security Trustee arrangements to be unwound and replaced with Debenture Trustee-held security
  • Debenture holders / investors to be notified of the material amendment to the security package

Important Dates

  • Circular Date: 27 February 2026
  • Effective date of proposed amendment: Not explicitly stated in the circular; subject to requisite approvals and execution of amended transaction documents

Impact Assessment

  • Debenture Holders: The restructuring narrows the asset pool securing the debentures to Blu Project assets and equity pledges, removing the broader immovable/movable asset base of all Obligors. This is a material change in credit risk profile and should be evaluated by debenture holders.
  • Security Quality: Shift to first-ranking (non-pari passu) security interests over specific assets may provide cleaner enforcement rights but reduces diversification of security cover.
  • Equity Pledges: Near-total pledges (99.9997% of Company; 99.9994% of Spero) provide strong control levers for the Debenture Trustee in a default scenario.
  • Corporate Guarantees: Addition of guarantees from Spero and HoldCo provides incremental contractual comfort beyond in-rem security.
  • Market Impact: Limited direct market impact given these are privately placed debt securities; primarily relevant to institutional debenture holders and the Debenture Trustee.

Impact Justification

Amendment to security structure of privately placed debentures affects debenture holders and secured parties; restructuring from pari passu common trustee charges to standalone first-ranking security interests represents a material change in creditor protections for a single issuer.