Nuvoco Vistas Corp. Ltd. announced the execution of key legal documents pertaining to the issuance of Series B Compulsorily Convertible Debentures (CCDs) by its wholly-owned subsidiary, Vadraj. The executed agreements include the Securities Subscription and Debenture Trustee Agreement, and the Option Agreement, formalizing the structure agreed upon in previous disclosures. The proceeds are intended for the repayment of financial assistance to Vadraj and covering issuance costs.
Execution of Key Transaction Documents
Nuvoco Vistas Corp. Ltd. confirmed on March 20, 2026, the execution of the final agreements relating to the proposed issuance of Series B CCDs by its subsidiary, Vadraj, to proposed Investors.
This execution follows prior communications made on September 15, 2025, regarding the Board constituting a committee, and on October 17, 2025, concerning the Committee approving the document execution.
Purpose of Proceeds
The capital raised through the issuance of these Series B CCDs will be used primarily for the inter alia repayment of any amounts due to the Company for financial assistance provided to or in relation to Vadraj, alongside the payment of costs and expenses associated with the issuance itself.
Annexure A: Option Agreement Details
The Option Agreement was executed between the Company, Vadraj, the Debenture Trustee (acting for Investors), and Niyogi Enterprise Private Limited (Niyogi).
- Purpose: The Company acts as the call option holder, gaining the right to acquire Series B CCDs from Investors at a price ensuring a fixed return.
- Contingency: If the call option is not exercised, Investors can exercise their put option, requiring Niyogi to acquire the CCDs.
- Size of Commitment: The amount payable upon exercise ranges up to INR 300,00,00,000 (Rupees Three Hundred Crore) with an IRR of 14.75%, calculated from the allotment date till 3, 3.5, or 4 years, depending on the relevant series terms.
- Related Party Status: The transaction is considered a related party transaction but is being undertaken on an arm’s-length basis. Niyogi is identified as a promoter of the Company, holding 60.16% as of December 2025. Vadraj remains a wholly owned subsidiary of the Company.
Annexure B: Subscription Agreement Details
The Subscription Agreement was executed between the Company, Vadraj, and the Debenture Trustee.
- Purpose: To facilitate the issuance of Series B CCDs by Vadraj to the Investors and to establish the role of the Debenture Trustee.
- Size of Issuance: Vadraj is proposing to issue Series B CCDs up to INR 300,00,00,000 (Rupees Three Hundred Crore) to the Investors.
- Control Obligation: The Company, Niyogi, and/or their affiliates collectively must hold, directly and/or indirectly, at least 51% of the fully diluted share capital of Vadraj.
- Investor Rights: The agreement includes transfer restrictions and a drag right for Investors, allowing them to require the Company to sell Vadraj shares to meet their fixed return shortfall if the drag price is acceptable.
The document confirms that the details required under the Listing Regulations regarding the size, parties, and nature of the agreements have been disclosed in the attached annexures.
Source: BSE
