Pledge over two subsidiary holdings created to secure Rs. 143 Crore NCDs
JSCEL, the Resulting Company in the composite scheme involving Veranda Learning, pledged 5,100 shares of BB Publication and 26,50,725 shares of Tapasya Educational Institutions to SBICAP Trustee as security for its Rs. 143 Crore NCDs.
By ScoutQuest · · 2 min read
- Shares Pledged - BB Publication
- 5,100 shares
- Shares Pledged - Tapasya Educational Institutions
- 26,50,725 shares
- Security For
- Rs. 143 Crore NCDs pledged to SBICAP Trustee; no default has occurred
What was disclosed
J.K. Shah Commerce Education Limited (JSCEL) — the Resulting Company in the composite scheme of arrangement involving Veranda Learning Solutions — has executed a Pledge Agreement dated October 13, 2026 in favour of SBICAP Trustee Company Limited, which acts as the debenture trustee for holders of its Non-Convertible Debentures (NCDs).
The Veranda Learning update simply forwards this communication from JSCEL to the stock exchanges.
What exactly has been pledged
- The Company has pledged 5,100 equity shares in BB Publication Private Limited and 26,50,725 equity shares in Tapasya Educational Institutions Private Limited in favour of the Debenture Trustee.
- Both are subsidiaries of JSCEL, and both are parties to the Pledge Agreement along with the Debenture Trustee.
What the security is for
- The pledge secures NCDs comprising up to 14,300 Senior, Unlisted, Secured, Unrated, Redeemable Non-Convertible Debentures of face value Rs. 1,00,000 each, aggregating up to Rs. 143 Crores.
What the update says about the terms
- The pledge is described as a customary security arrangement created in connection with the NCD issue.
- It may be invoked by the Debenture Trustee only upon the occurrence of events of default specified in the transaction documents, and the update states no such event has occurred as on the date of the disclosure.
- The pledge does not result in any change in the ownership of the pledged shares, or in the management or control of the subsidiaries, and the update states it has no adverse impact on the Company's operations.
- JSCEL does not hold shares in SBICAP Trustee Company Limited.
- The parties are not related to the promoter, promoter group or group companies, and the transaction does not fall within related party transactions.
How to read this
Pledging shares as security is a common step when a company raises debt. Here, the shares of two subsidiaries are the collateral. The key point for a reader is that the shares remain owned by JSCEL unless a default happens and the trustee invokes the pledge — which the update says has not happened.
Also from Veranda Learning Solutions
Demerger: cost of acquisition of shares apportioned 64.50% to VLS and 35.50% to JSCEL
12 Oct 2026
JSCEL allots 9,65,06,610 equity shares to shareholders under composite scheme
7 Oct 2026
J.K. Shah Commerce Education board constituted ahead of October 6, 2026 demerger record date
5 Oct 2026
More numbers
- NCDs issued by JSCELRs. 143 Crores
- Aggregate NCD sizeRs. 143 Crores
- Number of NCDs14,300
- Face value per NCDRs. 1,00,000
- Shares pledged in BB Publication Private Limited5,100 equity shares
- Shares pledged in Tapasya Educational Institutions Private Limited26,50,725 equity shares
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