Nature and Purpose of the Meeting
A Committee of the Board of Directors met to approve the pricing, tenure, and other terms and conditions for the issuance of USD-denominated Senior, Secured, Floating rate bonds (Notes). This meeting was a follow-up to a Board of Directors meeting held on 14th October, 2026, which had initially approved the fund-raising plan.
Details of Resolutions Passed
The Committee approved the issuance of Notes for an aggregate principal amount of up to USD 130 Million (United States Dollar One Hundred and Thirty Million Only).
- Type of Security: Senior Secured Notes
- Type of Issuance: Private Placement under Regulation S of the U.S. Securities Act of 1933
- Total Number of Securities: 1300
- Total Amount: USD 130 Million
- Listing: The Notes will be unlisted and not listed on any stock exchange.
- Tenure: 3 Years
- Date of Allotment: 29th October 2026
- Date of Maturity: 29th October 2029
- Coupon/Interest: SOFR + 450 bps
- Interest Payment Schedule: Quarterly
- Principal Repayment Schedule: Bullet payment at maturity
Security Details
The Notes will be secured by the following charges:
1. A first-ranking share pledge over 49% of the shares in Virtus Lloyds, granted by Lloyds Global Resources FZCO (LGRF). This charge is shared on a pari passu basis with other secured indebtedness.
2. A first-ranking assignment over LGRF's rights and all proceeds under the LGRF loan documents, shared on a pari passu basis with other secured indebtedness.
3. A second-ranking pari passu charge by way of hypothecation over the movable fixed assets of the BHQ Plant, shared with other secured indebtedness.
The document explicitly states that there are no special rights/privileges attached to the instrument, no delays in payment, no default comments, and the details for redemption of preference shares are not applicable.
Financial Impact
The fund-raising will result in capital inflow of up to USD 130 Million. The document does not specify the intended use of the proceeds.
Timing of the Meeting
The Board Meeting commenced at 05:30 P.M. (IST) and concluded at 05:45 P.M. (IST) on 28th October, 2026.
Compliance References
The disclosure is made in compliance with:
- Regulation 30 and 51 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).
- Clause A(2)(2.1) of Annexure 18 of SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November, 2024 (Disclosure Circular).
The issuance is also subject to receipt of all applicable regulatory and statutory approvals.
Other Material Disclosures
The document does not contain any other material disclosures beyond the details provided in Annexure-A.