On 21st July 2025, K C Holdings Private Limited formally disclosed the creation of a pledge over 14,81,425 equity shares of Kalpataru Projects International Ltd (KPIL). This update, filed with both National Stock Exchange of India Limited (NSE) and BSE Limited, was made in compliance with Regulation 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, also known as the SEBI Takeover Regulations.

Although the SEBI circular dated 7th March 2022 allows disclosures to be automated through depositories, this manual disclosure has been made under the SEBI circular dated 7th August 2019, which mandates providing reasons for the encumbrance in a prescribed format.

This pledge pertains to a loan facility of ₹75 crore availed by Kalpataru Properties (Thane) Private Limited from Aditya Birla Capital Ltd, against which these 14.81 lakh shares were pledged on 17th July 2025. The shares represent 0.87% of KPIL’s total capital and form part of a larger promoter holding of 33.52%, equivalent to 5,72,43,787 shares.

The company outlined in detail 20 encumbrance events, dating from February 2020 to July 2025, including the share value at the time of each agreement, the amount borrowed, purpose, and lender–borrower relationships. Financial institutions involved include:

• JM Financial Credit Solutions Ltd

• Aditya Birla Finance Ltd

• Tata Capital Financial Services Ltd

• 360 One Prime Ltd (formerly IIFL Wealth Prime Ltd)

• Infina Finance Pvt Ltd

• Arka Fincap Ltd

• Bajaj Finance Ltd

• Tata Capital Housing Finance Ltd

Borrowers include multiple group entities such as Kalpataru Land Pvt Ltd, Kalpataru Retail Ventures Pvt Ltd, Ambrosia Real Estate Pvt Ltd, Neo Pharma Pvt Ltd, and Klassik Vinyl Products LLP.

The reasons for the pledges largely include general corporate purposes, working capital requirements, refinancing of existing loans, and inter-corporate advances (ICDs) within the group. For instance:

• Under Encumbrance 10, 2,00,000 shares were pledged by K C Holdings, and an additional 21,71,457 shares by Kalpataru Constructions Pvt Ltd, for a ₹65 crore facility from Tata Capital Financial Services Ltd.

• Under Encumbrance 14, a ₹45 crore loan from Infina Finance Pvt Ltd had 12,00,000 pledged shares, out of which 75,000 shares were released in June 2024.

In Encumbrance 1, although the ₹11.61 crore loan was repaid and 7,02,500 shares were released, 175 shares still remain pledged with JM Financial Credit Solutions Ltd as of the latest filing.

Some encumbrances have already been partially or fully released, including:

• Encumbrance 7 and 8: Loans from 360 One Prime Ltd were fully repaid, and 88,361 and 3,79,491 shares were released, respectively.

• Encumbrance 11: Out of 14,27,300 shares, 3,16,189 shares were released by Tata Capital Financial Services Ltd.

Despite repayment, the encumbrance data still reflects a few residual pledged shares which have not yet been released or re-recorded.

This filing is significant as it ensures complete transparency and regulatory compliance. It showcases the extent of financial leveraging through promoter shares and gives investors clarity on promoter-level obligations.

The detailed annexure also provides information on the security cover ratio, value of shares at the time of the pledge, and total loan amounts involved. For example, in the latest pledge of 14.81 lakh shares, the value of shares at the time of agreement was ₹176.31 crore, corresponding to the ₹75 crore facility.

Additionally, the annexure includes historical notes, such as:

• Note 6 explaining the combined pledge of 23,71,457 shares by K C Holdings and Kalpataru Constructions Pvt Ltd.

• Note 17 indicating additional pledges made by Neo Pharma Pvt Ltd, taking total pledged shares to over 10.75 lakh.

• Note 19 confirming the new pledge as of 17th July 2025.

The use of SEBI Regulation 31(2) and references to Regulation 29(2) and SEBI/HO/CFD/DCR-3/P/CIR/2022/27 further solidify the authenticity and necessity of such disclosures. These regulations help in identifying the true control and financial exposure of listed entities.

In conclusion, this update reflects the strategic use of equity shares by Kalpataru Group promoters to secure funding for their businesses. The pledge of 14.81 lakh shares by K C Holdings not only adds to the chain of financial transactions already undertaken but also signals the promoters’ continued engagement in managing liquidity through structured financing.

Such detailed disclosures are integral to maintaining market integrity, investor confidence, and compliance with SEBI norms, especially when promoter shareholding exceeds 33% and encumbrance goes beyond 20% of total capital. It will be crucial for stakeholders and analysts to monitor further changes in shareholding and encumbrance patterns to evaluate the company's financial posture.

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