Deutsche Bank, acting as the Offshore Security Agent for a facility agreement, has made a disclosure under SEBI’s Takeover Code. This filing concerns a change in shareholding of Dr. Agarwal’s Health Care Limited following a partial release of pledge and a subsequent sale/disposal of 24,160,000 equity shares by the Borrower. The shares represent approximately 7.62% of the total voting capital.
Disclosure on Shareholding Changes
Deutsche Bank Group, through its entity DB International Trust (Singapore) Limited (the “Offshore Security Agent”), has issued a disclosure concerning substantial acquisitions of shares and takeovers under the Securities and Exchange Board of India (SEBI) Regulations, 2011. This announcement pertains to Dr. Agarwal’s Health Care Limited (the “Target Company”).
Background and Facility Agreement
The disclosure is in relation to a facility agreement dated March 26, 2024, entered into by Hyperion Investments Pte. Ltd. (the “Borrower”) for a facility of up to USD 100,000,000. As part of this agreement, security interests were created over shares held by the Borrower’s shareholders, and restrictions were placed on 73,193,988 equity shares, approximately 23.09% of the Target Company’s issued and paid-up capital.
Previous Disclosure and Current Event
A prior disclosure under Regulation 29(1) of the Takeover Code was made by the Offshore Security Agent on February 6, 2025, detailing these encumbrances. The current disclosure under Regulation 29(2) addresses a change in shareholding resulting from events on August 11, 2026, and August 12, 2026. On August 11, 2026, a partial release of pledge was executed by the Onshore Security Agent over 31,698,303 equity shares held by the Borrower.
Sale/Disposal Details
Subsequently, the Borrower undertook a sale/disposal of 24,160,000 equity shares of the Target Company on August 12, 2026. This transaction represents a significant portion of the shares previously held by the Borrower. Following this sale, the Borrower’s holding in the Target Company, specifically regarding shares encumbered with the acquirer, stands at 49,033,988 shares, constituting 15.47% of the total share capital.
Shareholding Before and After
Before this acquisition/sale event, the Offshore Security Agent held shares in the nature of encumbrance totaling 73,193,988 shares (23.09%). After the sale/disposal, the total encumbered shares with the acquirer are 49,033,988 (15.47%). The total diluted share/voting capital of the Target Company after the sale is 319,262,876 equity shares.
Source: BSE
