Embassy Development Limited: New Share Pledge Disclosure for INR 285 Crore Debentures

Catalyst Trusteeship Limited has filed a regulatory disclosure regarding the pledge of equity shares in Embassy Development Limited under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure pertains to a pledge created between March 16, 2026 to March 27, 2026, to secure debenture issuances by Serenesummit Realty Private Limited.

Debenture Issuance Details

The share pledge secures two tranches of secured, unlisted, redeemable and non-convertible debentures issued by Serenesummit Realty Private Limited:

Tranche: Number of Debentures Face Value per Debenture Total Value Tranche I: 2,550 INR 10,00,000 INR 255,00,00,000 Tranche II: 300 INR 10,00,000 INR 30,00,00,000 Total: 2,850 INR 10,00,000 INR 285,00,00,000

Share Pledge Transaction Details

The latest transaction involves the encumbrance of 4.35 crore equity shares, representing 3.13% of the total share capital and 3.08% of the diluted share capital. This pledge was created in favor of Catalyst Trusteeship Limited, acting as Debenture Trustee for the benefit of debenture holders.

Parameter: Details Shares Pledged: 4.35 crore equity shares Pledge Period: March 16, 2026 to March 27, 2026 Percentage of Total Capital: 3.13% Percentage of Diluted Capital: 3.08% Trustee: Catalyst Trusteeship Limited

Holdings Before and After Transaction

The disclosure shows Catalyst Trusteeship Limited's encumbered holdings have increased from the previous position:

Holding Status: Number of Shares % of Total Capital % of Diluted Capital Before Transaction: 10.31 crore 7.41% 7.30% Current Transaction: 4.35 crore 3.13% 3.08% After Transaction: 14.66 crore 10.55% 10.39%

Company Capital Structure

Embassy Development Limited's equity share capital remains at INR 278.13 crore, comprising 139.06 crore shares with a face value of Rs. 2.00 each. The total diluted share capital stands at INR 282.37 crore, representing 141.19 crore shares including potential conversions from outstanding stock options and Performance Stock Units.

Regulatory Compliance

The pledge creation triggered the disclosure requirement under Regulation 29(2) of the Takeover Code. Catalyst Trusteeship Limited does not belong to the promoter or promoter group of Embassy Development Limited. The company's shares are listed on both BSE Limited and National Stock Exchange of India Limited.

The disclosure was signed by Deesha Srikkanth, Senior Vice President at Catalyst Trusteeship Limited, and filed on April 01, 2026. The transaction documents include certain covenants which are in the nature of 'encumbrance' as defined in the Takeover Regulations.

Embassy developments promoter entities have pledged additional equity shares as collateral for debenture financing, according to a regulatory disclosure filed on March 31, 2026. Embassy Property Developments Private Limited and JV Holding Private Limited encumbered shares on March 27, 2026, pursuant to SEBI Takeover Code regulations.

Encumbrance Details

The promoter entities pledged a significant portion of their shareholding in Embassy Developments Limited. The encumbrance covers multiple tranches of share pledging arrangements with Catalyst Trusteeship Limited serving as the trustee.

Parameter: Details Total Promoter Shareholding: 59,31,29,123 equity shares (42.65% of total share capital) Encumbered Shares (% of Promoter Holding): 68.24% Encumbered Shares (% of Total Share Capital): 29.10% Date of Encumbrance: March 27, 2026

Share Pledging Breakdown

The encumbrance involves four separate pledging arrangements across the two promoter entities:

Embassy Property Developments Private Limited

Encumbrance: Encumbrance No. 1 Encumbrance No. 2 Additional Shares Pledged: 1,82,00,000 shares 3,35,00,000 shares Total Pledged Shares: 8,35,40,000 equity shares 7,80,00,000 equity shares Percentage of Total Share Capital: 6.01% 5.61% Amount Involved: ₹285,00,00,000 ₹500,00,00,000

JV Holding Private Limited

Encumbrance: Encumbrance No. 1 Encumbrance No. 2 Total Pledged Shares: 6,30,95,240 equity shares 18,01,05,690 equity shares Percentage of Total Share Capital: 4.54% 12.95% Amount Involved: ₹500,00,00,000 ₹500,00,00,000

Debenture Structure and Security

The pledged shares serve as collateral for secured, redeemable, unrated, unlisted, non-convertible debentures with a face value of ₹10 lakh each. The debentures are issued by Serenesummit Realty Private Limited and JV Holding Private Limited, with ISINs INE11G507091, INE11G507109, INE686T07015, and INE686T07023.

Security Parameter: Value Value of Pledged Shares: ₹10,71,91,29,305.70 Total Amount Involved: ₹1,785,00,00,000 Security Cover Ratio: 2.14 times Calculation Basis: Closing price on March 27, 2026

Fund Utilization

The funds raised through the debenture issuance will be utilized by the promoter and promoter group entities for working capital and general corporate purposes. The disclosure specifies that the borrower shall not use the funds for any purpose prohibited by applicable laws.

The encumbrance disclosure was signed by Devika Priyadarsini, Company Secretary of Embassy Property Developments Private Limited, and Lakshmi Ratnam, Company Secretary of JV Holding Private Limited, both digitally signing the documents on March 31, 2026.

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