International Conveyors Ltd shares encumbered by CTL Trusteeship Ltd covering 50.69% of capital

What International Conveyors Ltd announced

International Conveyors Ltd (ICL) filed a disclosure under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 on 20 June 2026. The filing informs the market that CTL Trusteeship Ltd, acting as debenture trustee on behalf of debenture holders, has created an encumbrance over a substantial portion of ICL’s equity shares. The encumbrance covers 3,23,30,080 shares, which corresponds to 50.69 % of the company’s total and diluted share‑voting capital.

Details of the encumbrance

The encumbrance is the result of a debenture trust deed dated 17 June 2026 between CTL Trusteeship Ltd and Zenox. Under the deed, three entities hold the encumbered shares on behalf of the debenture trustees:

• R.C.A Limited – 627,520 shares
• Amaranth Daksha Private Limited – 2,415,000 shares
• Zenox (India) Private Limited – 29,287,560 shares

Collectively, these holdings total 3,23,30,080 shares, exactly the amount reported in the filing. The deed specifies covenants that may be treated as a “non‑disposal undertaking”, bringing the transaction within the scope of SEBI’s takeover regulations.

Share capital before and after the encumbrance

According to the disclosure, International Conveyors Ltd’s equity share capital before the encumbrance stood at Rs 63,781,000, representing 63,781,000 equity shares of Rs 1 face value each. After the encumbrance, the equity share capital remains unchanged at Rs 63,781,000, but the total diluted share capital rises marginally to Rs 64,049,000 (64,049,000 shares) when assuming full conversion of any outstanding convertible securities.

The filing makes it clear that no new shares were issued; the transaction merely places a legal encumbrance on existing shares held by the three parties listed above. Consequently, the voting rights attached to the encumbered shares are subject to the terms of the debenture trust deed.

Key facts at a glance

Why this matters for investors

The encumbrance creates a legal claim over more than half of International Conveyors Ltd’s voting equity. While the shares remain issued and outstanding, the rights attached to them are restricted by the terms of the debenture trust deed. For existing shareholders, this means that any corporate action requiring shareholder approval could be influenced by the trustee’s position, depending on how the covenants are exercised. The disclosure does not indicate an immediate change in share ownership or dilution, but it does signal a substantial concentration of control in the hands of the debenture trustees.

Investors should monitor any subsequent filings that clarify whether the encumbrance will be lifted, converted, or otherwise altered, as such developments could affect voting dynamics and the company’s ability to raise capital.

Conclusion

International Conveyors Ltd has formally reported that CTL Trusteeship Ltd, as debenture trustee, has placed an encumbrance over 3.23 crore shares, amounting to 50.69 % of the company’s equity capital. The encumbrance stems from a debenture trust deed dated 17 June 2026 and was disclosed on 20 June 2026 under SEBI’s takeover regulations. While the share count remains unchanged, the voting rights attached to the encumbered shares are now subject to the trustee’s covenants, a factor investors will need to watch in future corporate actions.