The Shapoorji Pallonji (SP) Group has closed a landmark ₹21,350 crore Shapoorji Pallonji NCD fundraise through its promoter group entity, Eqyizen Investment Private Limited. Desai & Diwanji and Talwar Thakore & Associates (TT&A) served as the primary Indian counsel on the transaction. The deal is widely regarded as one of the largest private credit transactions executed in India to date.
Introduction
The SP Group raised ₹21,350 crore through the issuance of unrated, unlisted, secured, zero coupon, redeemable non-convertible debentures (NCDs) by Eqyizen Investment Private Limited, a promoter group entity of the SP Group. The INR NCDs were secured by, among other assets, part of the SP Group’s shareholding in Afcons Infrastructure Limited and 50% of the SP Group’s shareholding in Tata Sons Private Limited.
The transaction also involved a parallel offshore component: Mercury Finance Company, a Mauritius-based SP Group entity, issued US$ 650 million in 14.5% senior, secured, unrated notes due 2029. The proceeds of those USD Notes were primarily deployed to subscribe to a portion of the INR NCDs. Deutsche Bank A.G. served as the coordinating bank and placement agent across both instruments.
Deal Value
The INR NCD issuance by Eqyizen Investment Private Limited aggregated to ₹21,350 crore. The parallel offshore tranche comprised US$ 650 million in senior secured notes issued by Mercury Finance Company. The combined proceeds are to be utilised for refinancing existing debt of other SP Group entities and to fund group entities for their capital requirements.
Legal Teams Involved
Desai & Diwanji — Counsel to Eqyizen Investment Private Limited
Desai & Diwanji advised Eqyizen Investment Private Limited on the INR NCD issuance. Further details of the team composition were not disclosed.
A&O Shearman — English Legal Counsel to Eqyizen Investment Private Limited
A&O Shearman acted as the English legal counsel for Eqyizen Investment Private Limited on this transaction. Further details of the team composition were not disclosed.
Talwar Thakore & Associates (TT&A) — Counsel to Deutsche Bank A.G.
TT&A advised Deutsche Bank A.G. in its capacity as coordinating bank on the NCD issuance, and also advised the bank in acting as placement agent in relation to the issuance of the US$ 650 million 14.5% senior, secured, unrated notes due 2029 by Mercury Finance Company.
The TT&A team comprised:
Banking & Finance
- Sonali Mahapatra — Partner
- Kartik Jigyasi — Managing Associate
- Adesh Sharma — Associate
- Anushree Verma — Associate
- Kashish Agarwal — Associate
- Tarun Doyal — Associate
Debt Capital Markets
- Rahul Gulati — Partner
- Priyanka Kumar — Partner
- Saara Ahmed — Managing Associate
- Shrijaya Singh — Associate
Linklaters — English Legal Counsel to Deutsche Bank A.G.
Linklaters acted as the English legal counsel for Deutsche Bank A.G. on these transactions. Further details of the team composition were not disclosed.
Appleby — Mauritian Legal Counsel to Mercury Finance Company
Appleby acted as the Mauritian legal counsel for Mercury Finance Company. Further details of the team composition were not disclosed.
Significance and Impact
This transaction stands out as one of the largest private credit deals in India to date, attracting significant interest from both onshore and offshore private credit investors. The deal’s most distinctive feature is its bespoke dual-currency financing structure, which combines INR non-convertible debentures with USD bonds — an innovative approach tailored to meet the SP Group’s specific funding objectives across domestic and international capital markets.
The security package is equally noteworthy: the NCDs are backed in part by SP Group’s stake in Afcons Infrastructure Limited and 50% of the Group’s shareholding in Tata Sons Private Limited, underscoring the strategic assets deployed to support this scale of private credit. The parallel offshore notes issued by Mercury Finance Company and their direct linkage to the INR NCD subscription adds a layer of cross-border structural complexity that is uncommon in domestic private credit transactions.
The transaction also reflects the growing appetite among global and domestic private credit investors for large, structured Indian corporate financing — and sets a meaningful precedent for how Indian conglomerates may access alternative financing at scale.
The Shapoorji Pallonji NCD fundraise marks a milestone in Indian private credit markets, both for its scale and its hybrid INR-USD structure. With five law firms across three jurisdictions — Desai & Diwanji, A&O Shearman, TT&A, Linklaters, and Appleby — the transaction exemplifies the cross-border legal coordination demanded by complex private credit mandates of this size. The proceeds will refinance existing group debt and fund capital requirements across SP Group entities.
For more major Indian deal mandates tracked across practice groups, see the Deal Meter.
Disclaimer: This article is for informational purposes only and does not constitute legal advice. It is based on the details provided and publicly available sources.
