Catalyst Trusteeship Limited, acting as the Onshore Security Agent, has filed a disclosure regarding the creation of an encumbrance over a significant portion of Ashok Leyland Limited’s (ALL) equity shares. This action, dated March 27, 2026, involves a pledge of 1,06,50,00,000 shares, representing 18.13% of the total diluted voting capital. This pledge secures a massive term loan facility availed by entities related to the promoter group.
Regulatory Disclosure on Share Encumbrance
Catalyst Trusteeship Limited (CTL) has submitted a mandatory disclosure pursuant to Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, concerning a change in the encumbrance status of equity shares in Ashok Leyland Limited (ALL).
The disclosure confirms that the acquisition details pertain to the Creation of Encumbrance, effective on March 27, 2026. Prior to this action, CTL reported holding NIL shares or related instruments.
Details of the Secured Shares
The core of the filing relates to shares held by Hinduja Automotive Ltd (“HAL”). The following holding details summarize the effect of the newly created encumbrance:
- Shares in the nature of encumbrance (Pledge/Lien/Non-disposal): 1,06,50,00,000 shares.
- Percentage of Total Voting Capital: This pledged holding constitutes 18.13% of the total share/voting capital and the total diluted share/voting capital.
- Total Holding After Acquisition (Encumbrance): The total holding of CTL, along with Persons Acting in Concert (PACs), post-encumbrance creation remains at 1,06,50,00,000 shares, representing 18.13%.
Context of the Encumbrance
The creation of this pledge is intrinsically linked to a major financing arrangement. Entities including QH Hungary Holdings Limited (“QHH”), IndusInd International Holdings Limited (“IIHL”), IndusInd Limited (“IL”), and Hinduja Automotive Ltd (“HAL”)—collectively termed the “Co-Borrowers”—have secured a term loan facility aggregating up to USD 1,445,000,000 from Original Lenders (including J.P. Morgan, Barclays, and Citibank).
CTL acts as the Onshore Security Agent under the Margin Loan Agreement dated March 27, 2026. As security for this Facility, a pledge agreement was executed on the same date, resulting in the pledge over 1,065,000,000 shares held by HAL in ALL.
Capital Structure Snapshot
The total equity share capital of Ashok Leyland Limited remained constant before and after the creation of the encumbrance, totaling 5,87,38,54,552 paid-up equity shares of INR 1 each.
Source: BSE
