BSEInsider Trading / SAST2h ago · 20 Aug 2026, 03:14 pm
The Exchange has received Disclosure under Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 on August 19, 2026 for BC Asia Investments XV Ltd
Dhoot Transmission Ltd · 544867
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Dhoot Transmission Ltd has received a disclosure under Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 from BC Asia Investments XV Ltd, indicating the creation of an indirect encumbrance over 42.84% of the company's paid-up equity share capital.
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Dhoot Transmission Ltd - 544867 - Disclosures under Reg. 31(1) and 31(2) of SEBI (SAST) Regulations, 2011
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August 19, 2026
BSE Limited
1st floor, Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai 400 001
Maharashtra, India
National Stock Exchange of India Limited
Exchange Plaza, C-1, Block G
Bandra Kurla Complex, Bandra (E)
Mumbai 400 051
Maharashtra, India
The Company Secretary and Compliance Officer,
Dhoot Transmission Limited
Gut No 312, Nanekarwadi, Chakan Tq Khed
Dist Pune, NA, Chakan, Pune – 410501
Maharashtra, India
Sir/ Madam,
Sub: Disclosure under Regulation 31(1) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended
(“SAST Regulations”)
In compliance with Regulation 31(1) of the SAST Regulations, and SEBI Master Circular for SAST
Regulations bearing reference no. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February 16, 2023,
please find enclosed the requisite disclosures.
Yours sincerely,
For BC Asia Investments XV Limited
Name: Numesh NUNKOO
Designation: Director
Place: Mauritius
For BC Asia Investments XVI Limited
Name: Numesh NUNKOO
Designation: Director
Place: Mauritius
ANNEXURE – I
Disclosure by the Promoter(s) to the stock exchanges and to the Target Company for encumbrance of shares/ invocation of encumbrance/ release of
encumbrance, in terms of Regulation 31(1) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
Name of the Target Company (“TC”) Dhoot Transmission Limited
Names of the stock exchanges where the BSE Limited
shares of the target company are listed National Stock Exchange of India Limited
Date of reporting August 19, 2026
Name of the promoter or PAC on whose BC Asia Investments XV Limited (“Promoter” or “Borrower”)
shares encumbrance has been
created/released/invoked Separately, please note that:
(a) BC Asia Investments XVI Limited (“BC Asia XVI” or “Guarantor”) is one of the members of the promoter
group and holds 83 nominee shares on behalf of the Promoter as its nominee. The Promoter, along with its
nominee BC Asia XVI, holds 42.84% of the paid-up equity share capital of the TC as per the shareholding
pattern of the TC as on August 14, 2026.
(b) BC Asia Investments XXIII Limited (“BC Asia XXIII” or “Parent”) holds 100% share capital of each of the
Promoter and Guarantor and does not directly hold any equity shares in the TC.
Details of the creation/ The Promoter has availed a facility from inter alia BNP Paribas, acting through its Singapore branch, DBS Bank Ltd
invocation/release of encumbrance: acting through its IFSC Banking Unit at International Financial Services Centre (IFSC), GIFT City, Nomura Singapore
Limited, Sumitomo Mitsui Banking Corporation Singapore Branch, The Hongkong and Shanghai Banking
Corporation Limited, GIFT City Branch, Bank SinoPac Co., Ltd., KGI Bank Co., Ltd., Siemens Bank GmbH
Singapore Branch, Taishin International Bank Co., Ltd, Crédit Agricole Corporate and Investment Bank, Singapore
Branch and CTBC Bank Co., Singapore Branch (“Lenders”) under the terms of the facility agreement dated 17 March
2025 as amended pursuant to an amendment and restatement agreement dated 10 March 2026 executed amongst others
by the Promoter, Deutsche Bank AG as the agent (“Agent”) and security agent (“Security Agent”) (“Facility
Agreement”). The Facility Agreement is entered into between inter alia the Promoter,the Guarantor, Lenders, the
Agent and the Security Agent. Pursuant to a deed of fixed and floating charge dated 17 March 2025 (as supplemented
by a deed of supplemental fixed and floating charge dated 10 March 2026), the Parent, being the holding company of
the Promoter, has created a limited recourse Mauritian security over all of the Promoter’s shares in favor of the
Security Agent for the benefit of the Lenders. Further, pursuant to a deed of fixed and floating charge dated 17 March
2025 (as supplemented by a deed of supplemental fixed and floating charge dated 10 March 2026), the Parent, being
the holding company of the Guarantor, has created a limited recourse Mauritian security over all of the Guarantor’s
shares in favor of the Security Agent for the benefit of the Lenders. Additionally, the Promoter and the Guarantor
have agreed to certain covenants relating to margin and prepayment which are inter alia linked to the shareholding
percentage of the Promoter and Guarantor in the Company (together, “Indirect Encumbrance”).
The Indirect Encumbrance over the equity shares of the Target Company was created with effect from March 17,
2025. However, since the shares of the Target Company were listed on the stock exchanges on August 17, 2026, this
reporting is being submitted at this stage.
Name of Promoter holding in Promoter holding Details of events pertaining to encumbrance (3) Post event holding
the the target company (1) already encumbered of encumbered
promoter (2) shares {creation
(s) or [(2) + (3)] /
PACs release
with him* [(2) - (3)] /
invocation
Number % of total Number % of total Type of Date of Type of Reasons Number % of Name of the Number % of total
share capital share capital event creation / encumbranc for share entity in whose share
(creation / release/ e (pledge/ encumbr capital favor shares capital
release / invocation lien/ non ance ** encumbered***
invocation) of disposal
encumbran undertaking/
ce others)
BC Asia 87,632,0 42.842 NIL NIL Creation of March 17, Please see For the NA NA Agent and NA NA
Investme Indirect 2025 details purposes There is Security Agent
nts XV Encumbranc above. specified no direct for the benefit of
Limited e The TC was under the encumbran the Lenders
and BC listed on Facility ce on the (refer note
Asia August 17, Agreeme shares of below#).
2 This is inclusive of 83 Equity Shares held by BC Asia XVI on behalf of the Promoter as its nominee.
XVI 931 2026 nt such the TC.
as Pursuant
general to the
corporate Indirect
and Encumbra
working nce, 100%
capital of the
purposes shares of
of the the
group Promoter
(whether and
directly Guarantor
or are
indirectl encumbere
y)3 d.
Notes:
# The list of lenders under the Facility Agreement, as on date, is set out below:
(i) BNP Paribas, acting through its Singapore branch;
(ii) DBS Bank Ltd acting through its IFSC Banking Unit at International Financial Services Centre (IFSC), GIFT City;
(iii) Nomura Singapore Limited;
(iv) Sumitomo Mitsui Banking Corporation Singapore Branch;
(v) The Hongkong and Shanghai Banking Corporation Limited, GIFT City Branch;
(vi) Bank SinoPac Co., Ltd.;
(vii) KGI Bank Co., Ltd.;
(viii) Siemens Bank GmbH Singapore Branch;
(ix) Taishin International Bank Co., Ltd;
(x) Crédit Agricole Corporate and Investment Bank, Singapore Branch
1 Including 83 Equity Shares held by BC Asia XVI on behalf of the Promoter as its nominee.
3 Including, but not limited to, financing capital expenditures, permitted acquisitions, permitted joint venture investments, permitted reorganisations, and financing the repayment
or prepayment of existing indebtedness of the target group (as defined in the Facility Agreement) (if any), including the close-out of any related hedging arrangements, together
with any costs and expenses permitted under the Facility Agreement.
(xi) CTBC Bank Co., Singapore Branch
(**) The names of all the promoters, their shareholding in the target company and their pledged shareholding as on the reporting date should appear in the
table irrespective of whether they are reporting on the date of event or not.
(*) Total share capital to be taken as per the latest filing done by the company in terms of Regulation 31 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Diluted share / voting capital means the total number of shares in the TC assuming full conversion of the outstanding
convertible securities / warrants into equity shares of the TC.
For and on behalf of BC Asia Investments XV Limited
Authorised signatory
Name: Numesh NUNKOO
Designation: Director
Date: August 19, 2026
Place: Mauritius
[For the limited purposes of disclosure required under Regul
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