In a recent regulatory disclosure dated June 24, 2025, Capital Trust Limited, a non-banking financial company registered under CIN-L65923DL1985PLC195299, informed the National Stock Exchange of India Limited (NSE) and BSE Limited about a significant open-market transaction involving its promoter and Managing Director, Mr. Yogen Khosla.

According to the company’s filing, Mr. Khosla has sold a total of 12,38,006 equity shares of Capital Trust Limited through the stock exchange mechanism. The transaction was undertaken in a personal capacity and not as part of any strategic or control-related decision. Despite the reduction in shareholding, the promoter and promoter group still retain a 57.59% stake in the company, thus continuing as the single-largest shareholder.

This communication was made under the ambit of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in accordance with Part A of Schedule III, which mandates disclosure of material events related to promoters’ stake changes.

Key Highlights of the Transaction

• Promoter Involved: Mr. Yogen Khosla, Managing Director

• Total Shares Sold: 12,38,006 equity shares

• Mode of Transaction: Open-market transactions via stock exchanges

• Post-Transaction Holding: Approximately 57.59% of the Company’s equity share capital

The disclosure emphasized that there has been no change in control or management of the company post the share sale. The strategic direction, operational functioning, and executive management remain unchanged, reaffirming stability for shareholders and stakeholders alike.

Regulatory and Legal Compliance

Capital Trust Limited confirmed that all relevant statutory filings under:

• Regulation 7(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015

• Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

have been, or are being, filed with the exchanges within the prescribed timelines. These regulations require promoters and insider shareholders to disclose substantial changes in their shareholding to ensure market transparency and protect investor interests.

The open-market transaction route, as used by Mr. Khosla, is a transparent and SEBI-regulated mechanism, ensuring that the sale is conducted in full compliance with all applicable norms.

Background on Capital Trust Limited

Capital Trust Limited is a well-established non-banking financial company (NBFC) with its registered office located at 205 Centrum Mall, Sultanpur, M G Road, New Delhi. The company operates in the financial services sector, offering a range of credit solutions with a strong presence in underbanked rural and semi-urban geographies across India.

Over the years, Capital Trust has built a reputation for its customer-centric lending model, combining technology-driven processes with on-ground reach. The company primarily targets the MSME sector, offering small-ticket loans to promote financial inclusion and rural entrepreneurship.

Importance of the Promoter’s Transaction

While promoter share sales often attract scrutiny in capital markets, it is important to differentiate between routine personal portfolio management and strategic exits. In this case, the company has explicitly clarified that:

• The sale is not linked to any change in control

• Mr. Khosla remains actively involved in the company’s operations

• The promoter group continues to retain majority control, thus maintaining business continuity

Such clarity is essential to prevent speculation and maintain investor confidence.

Market Implications

For existing and potential shareholders, the update indicates:

1. No dilution in management oversight or promoter commitment

2. Regulatory transparency and adherence to SEBI mandates

3. Maintained strategic consistency, as the promoter group still controls a dominant stake

It’s common for promoters to liquidate portions of their holdings for diversification of assets, tax planning, or other personal financial goals. As long as these transactions are transparently communicated, they typically do not signal any adverse developments.

Industry Context

Promoter transactions in Indian capital markets are closely monitored by both regulators and investors. Over the last few years, SEBI has strengthened disclosure norms to avoid insider trading, prevent information asymmetry, and enhance corporate governance.

The open-market mechanism is the preferred route for such transactions, as it involves standard exchange procedures, ensuring fairness and transparency. Capital Trust’s adherence to these frameworks reflects strong corporate governance standards, a quality increasingly demanded by institutional investors and retail stakeholders alike.

Company’s Outlook and Promoter Role

Mr. Yogen Khosla, apart from being the promoter, is also the Managing Director and has been instrumental in Capital Trust’s growth trajectory. His leadership has seen the company expand its footprint, streamline operational efficiencies, and strengthen its balance sheet.

Post-transaction, he continues to hold a controlling stake and executive position, ensuring business strategy and execution remain aligned. Stakeholders can take comfort in the fact that this transaction does not indicate any departure or shift in the company’s leadership direction.

Conclusion

The announcement made by Capital Trust Limited regarding the sale of 12.38 lakh equity shares by its promoter and Managing Director, Mr. Yogen Khosla, is a standard capital markets event. The transaction was conducted through open-market channels, fully compliant with SEBI regulations, and accompanied by the necessary disclosures under insider trading and takeover norms.

Post-sale, the promoter group continues to retain 57.59% of the company’s equity, thus preserving its role as the largest shareholder and ensuring no change in control or management. The market should view this as a routine transaction, not as a strategic or operational shift.

With strong corporate governance, regulatory transparency, and continued promoter commitment, Capital Trust remains well-positioned to pursue its growth objectives in the financial services sector, while maintaining stakeholder trust and market credibility.

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