Cohance Lifesciences promoters disclose share encumbrances under SEBI takeover rules

What Cohance Lifesciences announced

On 17 June 2026 the company disclosed, via a Regulation 31(1) and 31(2) filing, that its promoters – Jusmiral Holdings Ltd, Berhyanda Ltd and their respective mid‑co entities – have created encumbrances on their shareholdings. The notice was submitted to both BSE and NSE (BSE code 543064) as required by the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.

The filing makes clear that the encumbrances stem from a Notes Purchase Agreement dated 29 May 2024 and from share‑pledge deeds executed on 12 June 2024 (effective 18 June 2024). No pledge has been placed on the equity shares of Cohance Lifesciences itself.

Details of the encumbrance arrangements

Notes Purchase Agreement (29 May 2024)

The agreement was entered into between Jusmiral Holdings Ltd, Berhyanda Ltd (as issuers) and CSCGlobal Capital Markets (Singapore) Pte. Ltd acting as the security agent for the finance parties. Under the agreement, both promoters agreed to:

• Maintain specified financial ratios.
• Refrain from disposing of any of their shares in Cohance Lifesciences.
• Not create any additional security on those shares except as permitted under the agreement.

Share‑pledge deeds (12 June 2024)

Two separate deeds – the “Jusmiral Share Pledge” and the “Berhyanda Share Pledge” – were executed, each creating a pledge over the entire shareholding of the respective promoter in favour of the same security agent. The covenants mirror those in the Notes Purchase Agreement, prohibiting:

1. Disposal of the pledged shares.
2. Creation of any further security on the pledged shares without the agent’s consent.

Both mid‑co entities (Jusmiral Midco Ltd and Berhyanda Midco Ltd) also undertook similar covenants, even though they do not directly hold equity in Cohance Lifesciences.

No encumbrance on target company shares

The filing explicitly states that neither Jusmiral Holdings Ltd nor Berhyanda Ltd has pledged any shares of Cohance Lifesciences itself. The encumbrances are limited to the promoters’ own shareholdings and to the shares they hold in each other.

Key facts at a glance

Why this matters for investors

The disclosure satisfies SEBI’s requirement to inform the market when promoters place their shares under security or impose material covenants. While the pledges do not directly affect the share capital of Cohance Lifesciences, they bind the promoters from selling or further encumbering their holdings without consent. This can provide a degree of stability to the promoter base, but also means that any future financing arrangements for the promoters will be subject to the existing security agent’s approval. Investors should note that the filing does not reveal the monetary size of the underlying loans or the valuation of the pledged shares, limiting the ability to assess the financial exposure directly.

Conclusion

Cohance Lifesciences has formally disclosed that its two promoters have pledged their own shares and accepted covenant restrictions under a 2024 notes purchase agreement. The encumbrances are limited to the promoters’ holdings and do not involve the target company’s equity. The filing, made on 18 June 2026, fulfills SEBI’s Regulation 31 reporting obligations and provides transparency on the promoters’ financing arrangements, though no monetary details were disclosed.