We have received an intimation from Virtuoso Compressors Private Limited ("VCPL"), that VCPL has entered into a Debenture Trust Deed ("DTD") on May 28, 2026
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Virtuoso Optoelectronics Ltd's subsidiary, Virtuoso Compressors Private Limited (VCPL), entered into a Debenture Trust Deed on May 28, 2026, for raising financing of up to INR 150 crores via optionally convertible debentures (OCDs). The listed company is NOT a party to the DTD, but is subject to restrictive covenants including subordination of intercompany debt to the OCDs, maintaining insurance on secured assets, Sukrit Bharati (promoter holding 47.93%) continuing as Managing Director, and restrictions on business changes, MOA/AOA amendments, further indebtedness, related party transactions, and acquisitions. The company holds 90% of VCPL's shares. The transaction qualifies as a related party transaction but has been done at arm's length. The quantifiable impact of the covenants is not ascertainable.
The DTD does not alter management or control of Virtuoso Optoelectronics, but the restrictive covenants could limit the company's operational and financial flexibility going forward, especially around financing decisions and structural changes.