CTL Trusteeship Ltd pledges 126.65 million Elpro International shares, 74.73% of capital

What Elpro International announced

On 20 June 2026 Elpro International Ltd filed a disclosure under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. The filing reveals that CTL Trusteeship Limited, acting as debenture trustee on behalf of debenture holders, has created an encumbrance over 126,654,874 of Elpro’s equity shares. This represents 74.73 % of the company’s total and diluted voting capital.

The encumbrance was effected through a share‑pledge agreement dated 17 June 2026. No new shares were issued; the total equity share capital of Elpro International remains 169,479,130 shares, each with a face value of Rs 1.

Details of the pledge and parties involved

• Acquirer / Person Acting in Concert (PAC): CTL Trusteeship Limited, acting as Debenture Trustee for debenture holders.
• Target Company: Elpro International Limited (BSE: 504000).
• Mode of acquisition: Encumbrance of equity shares via pledge.
• Date of pledge agreement: 17 June 2026.
• Shares pledged: 126,654,874 (74.73 % of total voting capital).
• Break‑down of pledged shares:
  • IGE (India) Private Limited – 115,046,326 shares.
  • R.C.A Limited – 11,608,548 shares.
• Promoter status: The acquirer does not belong to the promoter or promoter group of Elpro International.

The pledge is governed by the Debenture Trust Deed (Schedule V, covenant 4.11) executed on the same date. The filing does not disclose any conversion ratio, redemption timeline, or additional securities beyond the pledged shares.

Share capital before and after the encumbrance

Why this matters for investors

The disclosure signals that a large proportion of Elpro International’s share capital is now subject to a pledge. While the pledge does not immediately alter the number of shares outstanding or the company’s voting rights, it does place a lien on the pledged shares. Should the underlying debenture obligations be triggered, the pledged shares could be transferred to satisfy those obligations, potentially affecting the free‑float and control dynamics of the company.

Because the acquirer is not a promoter or promoter‑group entity, the pledge does not constitute a change in control under SEBI’s takeover code. However, the 74.73 % encumbrance is material from a capital‑structure perspective and will be monitored by existing shareholders and potential investors for any future developments related to the debenture trust deed.

Conclusion

Elpro International Ltd has disclosed that CTL Trusteeship Ltd, as debenture trustee, pledged 126.65 million of its shares (74.73 % of total voting capital) on 17 June 2026. The pledge does not change the company’s share count but creates a substantial lien over the majority of its equity. The filing satisfies SEBI’s Regulation 29(1) requirement; any further action—such as conversion of the pledged shares or enforcement of the debenture—will depend on the terms of the underlying trust deed and future disclosures.