BSEInsider Trading / SAST5d ago · 14 Aug 2026, 04:47 pm
The Exchange has received the disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 for DB International Trust (Singapore) Ltd
Dr. Agarwals Health Care Ltd · 544350
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Dr. Agarwals Health Care Ltd has received a disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 from DB International Trust (Singapore) Ltd, indicating a change in shareholding due to a sale/disposal of 24,160,000 equity shares by Hyperion Investments Pte. Ltd, a borrower under a facility agreement.
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Dr. Agarwals Health Care Ltd - 544350 - Disclosures under Reg. 29(2) of SEBI (SAST) Regulations, 2011
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Deutsche Bank
Deutsche Bank AG, Hong Kong Branch
Level 60
International Commerce Centre
1 Austin Road West
Kowloon, Hong Kong SAR
August 14, 2026
1. Department of Corporate Services,
BSE Limited
Floor 25, P J Towers,
Dalal Street,
Mumbai - 400 001
2. National Stock Exchange of lndia Limited
Exchange Plaza,
Bandra Kurla Complex, Bandra (E),
Mumbai - 400 051
3. cc: Dr. Agarwal’s Health Care Limited
1st Floor, Buhari Towers, No. 4, Moores Road, off Greams Road, Near Asan Memorial
School, Chennai, Tamil Nadu 600006
Sub: Disclosure under Regulation 29(2) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Dear Sir/Ma’am,
We, Deutsche Bank Group (DB International Trust (Singapore) Limited) (“Offshore Security
Agent”), are writing to you in our capacity as offshore security agent under the Facility Agreement
(as defined below).
A facility agreement dated March 26, 2024 (“Facility Agreement”) had been entered into between,
inter alia, Hyperion Investments Pte. Ltd. (“Borrower”) and certain lenders for the purpose of
availing a facility aggregating up to USD 100,000,000 (“Facility”) by the Borrower.
In connection with the Facility, (i) security interest had been created on all the shares of the Borrower
held by TPG Growth III SF Pte. Ltd. and TPG Growth V SF Markets Pte. Ltd., the shareholders of
the Borrower (collectively, the “Shareholders”) in favour of the Offshore Security Agent, acting as
the offshore security agent for the benefit of the lenders (including their assignees, transferees,
successors and novatees, from time to time) pursuant to a borrower share charge dated March 26,
2024; and (ii) certain restrictions were imposed on the Borrower in relation to 73,193,988 equity
shares (“Shares”) constituting approx. 23.09% of the issued and paid-up share capital of Dr.
Agarwal’s Health Care Limited (“Target Company”) held by the Borrower.
The Offshore Security Agent had previously made a disclosure on February 6, 2025 under
Regulation 29(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 (the “Takeover Code”) in relation to the creation of the
abovementioned encumbrances over the Shares of the Target Company held by the Borrower.
Deutsche Bank
Separately, the Borrower had also created a pledge over the Shares held by the Borrower in the
Target Company in favour of Catalyst Trusteeship Limited (the “Onshore Security Agent”) acting
as the onshore security agent for the benefit of the lenders (including their assignees, transferees,
successors and novatees, from time to time) in the depository system on February 4, 2025, in
accordance with the timelines under the Facility Agreement. The Onshore Security Agent had made
a disclosure in relation to such pledge on February 6, 2025.
The Borrower has undertaken a sale/disposal of 24,160,000 equity shares of the Target Company
out of the total Shares held by the Borrower in the Target Company on August 12, 2026 following a
partial release of pledge by the Onshore Security Agent over 31,698,303 equity shares out of the
total Shares held by the Borrower in the Target Company on August 11, 2026 and pledged by the
Borrower. Disclosures have been be filed by the Onshore Security Agent in relation to the foregoing
on August 13, 2026.
Enclosed is a disclosure under Regulation 29(2) of the Takeover Code in relation to the change in
shareholding (in respect of which certain encumbrances had been created as mentioned
hereinabove) from the last disclosure made by the Offshore Security Agent on February 6, 2025
under Regulation 29(1) of the Takeover Code by virtue of a sale/disposal by the Borrower of
24,160,000 equity shares out of the total Shares held by the Borrower in the Target Company.
We request you to take the same on record and acknowledge the same.
Yours faithfully,
Signature of Authorised Signatory
Name: RAMANATHAPURA, Prasanna Venkatesha Murthy Manu
Designation: Vice President
Place: Deutsche Bank AG, Hong Kong Branch
Date: 14 August 2026
Chairman of the Supervisory Board: Alexander R. Wynaendts
Management Board: Christian Sewing (Chairman), James von Moltke, Fabrizio Campelli, Marcus Chromik, Bernd Leukert, Alexander von zur Mühlen, Laura Padovani,
Claudio de Sanctis, Rebecca Short
Deutsche Bank Aktiengesellschaft domiciled in Frankfurt am Main; Local Court of Frankfurt am Main, HRB No 30 000; VAT ID No DE114103379; www.db.com
Disclosure under Regulation 29(2) of SEBl (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
Name of the Target Company Dr. Agarwal’s Health Care Limited
(TC)
Name(s) of the acquirer and DB International Trust (Singapore) Limited acting in its
Persons Acting in Concert (PAC) capacity as the offshore security agent (the “Offshore
with the acquirer Security Agent”) for certain lenders to Hyperion Investments
Pte. Ltd. under the Facility Agreement (as defined below).
Whether the acquirer belongs to No
Promoter/Promoter group
Name(s) of the Stock BSE Limited and National Stock Exchange of India Limited
Exchange(s) where the shares of
TC are Listed
% w .r.t.
% w.r.t. total
total diluted
share/voting
Details of the
share/voting
Number
capital
acquisition/disposal as follows
capital of the
wherever
applicable(*)
(**)
Before the acquisition/ Nil Nil Nil
disposal under consideration,
holding of:
(a) Shares carrying voting
rights
(b) Shares in the nature of 73,193,988# 23.09# 22.93#
encumbrance (pledge/
lien/ non-disposal
undertaking/ others)
(c) Voting rights (VR) Nil Nil Nil
otherwise than by equity
shares
(d) Warrants/convertible Nil Nil Nil
securities/any other
instrument that entitles
the acquirer to receive
shares carrying voting
rights in the TC (specify
holding in each category)
(e) Total (a+b+c+d) 73,193,988# 23.09# 22.93#
Details of Nil Nil Nil
acquisition/sale/disposal
(a) Shares carrying voting
rights acquired / sold
(b) VRs acquired / sold Nil Nil Nil
otherwise than by shares
(c) Warrants/convertible Nil Nil Nil
securities/any other
instrument that entitles
the acquirer to receive
shares carrying voting
rights in the TC (specify
holding in each category)
acquired / sold
(d) Shares encumbered / 24,160,000# 7.62# 7.57#
invoked / released by the
acquirer
(e) Total (a+b+c+/-d) 24,160,000# 7.62# 7.57#
After the Nil Nil Nil
acquisition/sale/disposal,
holding of:
(a) Shares carrying voting
rights
(b) Shares encumbered with 49,033,988# 15.47# 15.36#
the acquirer
(c) VRs otherwise than by Nil Nil Nil
shares
(d) Warrants/convertible Nil Nil Nil
securities/any other
instrument that entitles
the acquirer to receive
shares carrying voting
rights in the TC (specify
holding in each category)
after acquisition
(e) Total (a+b+c+d) 49,033,988# 15.47# 15.36#
Mode of acquisition/sale (e.g. Sale/disposal following a partial release of encumbrance.
open market / off-market / public Please see note # below.
issue / rights issue / preferential
allotment / inter se transfer etc.)
Date of acquisition/ sale of 12 August 2026
shares/ VR or date of receipt of
intimation of allotment of shares,
whichever is applicable.
Equity share capital / total voting 316,983,028 fully paid up equity shares of INR 1/- each
capital of the TC before the said
acquisition / sale
Equity share capital/ total voting 316,983,028 fully paid up equity shares of INR 1/- each
capital of the TC after the said
acquisition / sale
Total diluted share/voting capital 319,262,876 fully paid up equity shares of INR 1/- each
of the TC after the said
acquisition / sale
Note #
1. A facility agreement dated March 26, 2024 (“Facility Agreement”) had been entered into
between, inter alia, Hyperion Investments Pte. Ltd. (“Borrower”) and certain lenders for the
purpose of availing a facility aggregating up to USD 100,000,000 (“Facility”) by the Borrower.
In connection with the Facility, indirect encumbrance and encumbrance (by way of restrictions
on the Borrower) had been created by TPG Growth III SF Pte. Lt
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