Cohance Lifesciences promoters pledge 21.02% of equity as security for $285 mn loan

What Cohance Lifesciences announced

On 17 June 2026, Cohance Lifesciences Ltd (formerly Suven Pharmaceuticals Ltd) disclosed that its promoters – Jusmiral Holdings Ltd and Berhyanda Ltd – have created encumbrances over their shareholdings in the company. The disclosure, filed under Regulation 31(1) and 31(2) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, details a first‑ranking pledge over 80,434,990 equity shares, representing 21.02 % of the total share capital of Cohance Lifesciences. The pledge is part of a broader financing arrangement involving a $285 million term‑loan facility.

Share pledge details

• Pledgor entities: Jusmiral Holdings Ltd and Berhyanda Ltd, both promoters of Cohance Lifesciences.
• Number of shares pledged: 80,434,990 shares (21.02 % of Cohance’s equity).
• Nature of pledge: First‑ranking, exclusive pledge in favour of the on‑shore security agent, Catalyst Trusteeship Limited.
• Effective date: The pledge agreement, titled the “TC Share Pledge”, was executed on 16 June 2026 and became effective the same day.
• Restrictions: The pledgor entities have covenants that prohibit disposal of the pledged shares or creation of any further security on them, except as permitted under the Facility Agreement and the Share Pledge.

Facility agreement and loan commitments

The share encumbrance is tied to a Facility Agreement dated 11 June 2026. The agreement involves:

• Borrowers: Jusmiral Holdings Ltd and Berhyanda Ltd.
• Lenders: A syndicate of lenders (identified as “Lenders##”), with CSCGlobal Capital Markets (Singapore) Pte. Ltd. acting as the agent, and Catalyst Trusteeship Limited as the on‑shore security agent.
• Loan amount: Term‑loan facilities aggregating USD 285 million.
  • Berhyanda Limited: Commitment of USD 233.5 million.
  • Jusmiral Holdings Ltd: Commitment of USD 51.5 million.
• Purpose: The facility is a standard term‑loan arrangement; the filing does not disclose specific use‑of‑proceeds.
• Security: The pledged shares constitute the primary security for the loan, with the on‑shore security agent holding the first‑ranking charge.

Key facts at a glance

Why this matters for investors

The creation of a first‑ranking pledge over more than one‑fifth of Cohance Lifesciences’ equity introduces a material security interest on the shares held by the promoters. For existing shareholders, the pledge does not immediately affect voting rights, but it does mean that the pledged shares cannot be sold or further encumbered without the consent of the security agent. Should the borrowers default on the loan, the security agent may enforce the pledge, potentially leading to a transfer of the pledged shares to the lenders. This could alter the promoter’s effective ownership and influence over the company.

From a capital‑structure perspective, the loan provides the promoters with substantial external financing (USD 285 million). The terms of the Facility Agreement, including interest rates, covenants, and repayment schedule, are not disclosed in the filing, so investors cannot assess the full financial impact. However, the presence of a large term‑loan facility may affect the company’s future cash‑flow planning and could lead to additional debt‑related disclosures in subsequent filings.

Regulatory compliance is evident: the promoters have filed the encumbrance disclosure within the prescribed timeline, satisfying SEBI’s SAST regulations. This transparency helps maintain market confidence, as investors are informed of significant security interests that could affect share liquidity.

Conclusion

Cohance Lifesciences’ promoters have pledged 80.4 million shares, representing 21.02 % of the company’s equity, as first‑ranking security for a $285 million term‑loan facility. The encumbrance became effective on 16 June 2026 and was reported on 17 June 2026. While the pledge secures substantial financing for the promoters, it also introduces a material security interest that could affect share ownership dynamics if the loan defaults. Further details on loan terms and any subsequent actions will be disclosed in future regulatory filings.