Axis Trustee Services Discloses Pledge of 2,664,580,360 YES Bank Shares by Verventa Holdings Ltd Under SEBI Takeover Regulations
Axis Trustee Services Limited has disclosed the creation of a pledge over 2,664,580,360 equity shares of YES Bank Limited by Verventa Holdings Ltd, representing 8.49% of the issued and paid-up share capital and 8.39% of the total diluted share/voting capital, effective May 11, 2026. The pledge was created in favour of Axis Trustee Services Limited as onshore security agent under a facility agreement dated April 15, 2026, for the benefit of lenders including Deutsche Bank Aktiengesellschaft, Nomura Singapore Limited, and Citibank N.A., London Branch. Additional security arrangements involving Verventa Midco Limited and DB Trustees (Hong Kong) Limited were separately disclosed on April 21 and April 22, 2026. As on May 11, 2026, Nomura Singapore Limited independently holds an interest in 18,877,700 equity shares of YES Bank Limited, constituting approximately 0.06% of the target company's shareholding.

*this image is generated using AI for illustrative purposes only.
Axis Trustee Services Limited has filed a regulatory disclosure under Regulation 29(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the "Takeover Code"), pertaining to the creation of a pledge over equity shares of YES Bank Limited by Verventa Holdings Ltd ("VHL"). The disclosure, dated May 13, 2026, was submitted to BSE Limited and the National Stock Exchange of India Limited, with a copy marked to YES Bank Limited.
Pledge Creation and Facility Background
The pledge was created in connection with a facility agreement dated April 15, 2026, entered into between VHL (as borrower) and certain lenders. Under this arrangement, VHL has pledged its entire holding of equity shares in YES Bank Limited in favour of Axis Trustee Services Limited, acting as the onshore security agent for the benefit of the lenders. The encumbrance was created with effect from May 11, 2026.
The lenders under the facility, as at the date of the disclosure, include:
- Deutsche Bank Aktiengesellschaft
- Nomura Singapore Limited
- Citibank N.A., London Branch
- Certain other lenders
Details of Shares Pledged
The following table summarises the key details of the encumbrance disclosed under Part-A of the regulatory filing:
| Parameter: | Details |
|---|---|
| Target Company: | YES Bank Limited |
| Acquirer/Security Agent: | Axis Trustee Services Limited (Onshore Security Agent) |
| Pledgor: | Verventa Holdings Ltd |
| Number of Shares Pledged: | 2,664,580,360 equity shares |
| % of Total Share/Voting Capital: | 8.49% |
| % of Total Diluted Share/Voting Capital: | 8.39% |
| Date of Encumbrance Creation: | May 11, 2026 |
| Mode of Acquisition: | Creation of encumbrance (pledge) |
| Facility Agreement Date: | April 15, 2026 |
Share Capital of YES Bank Limited
The equity share capital of YES Bank Limited before and after the creation of the pledge remains unchanged. The table below presents the relevant capital structure details:
| Capital Parameter: | Details |
|---|---|
| Total Paid-Up Equity Shares (Before & After): | 31,379,757,057 fully paid up equity shares of INR 2/- each |
| Total Diluted Share/Voting Capital (After): | 31,761,663,732 equity shares of INR 2/- each (31,379,757,057 fully paid up equity shares + 381,906,675 shares underlying outstanding convertible securities) |
Additional Security Arrangements
Separately, security has also been created on all shares of VHL by Verventa Midco Limited ("VML") in favour of DB Trustees (Hong Kong) Limited, acting as security agent, for the benefit of the lenders pursuant to a share pledge agreement dated April 15, 2026. Additionally, certain restrictions were placed on VHL in relation to its shares in YES Bank Limited with effect from April 20, 2026. DB Trustees (Hong Kong) Limited filed separate disclosures in relation to these arrangements on April 21, 2026 and April 22, 2026, respectively. The same shares are also being disclosed as encumbered pursuant to the current filing by Axis Trustee Services Limited.
Nomura Singapore Limited's Independent Interest
As on May 11, 2026, Nomura Singapore Limited, being one of the lenders, independently holds an interest in 18,877,700 equity shares of YES Bank Limited (pursuant to certain futures), aggregating to approximately 0.06% shareholding in the target company. Axis Trustee Services Limited has clarified that, as at the date of this disclosure, it does not hold any beneficial interest in the pledged shares and holds them solely in its capacity as pledgee under Regulation 29 of the Takeover Code.
Historical Stock Returns for Yes Bank
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -0.54% | -1.95% | +16.90% | -1.91% | +5.30% | +67.20% |
If Verventa Holdings Ltd defaults on the facility agreement, how might a forced sale of 8.49% of YES Bank's shares impact the bank's stock price and ownership structure?
Could the pledge of such a significant stake trigger a mandatory open offer under SEBI's Takeover Code if lenders exercise their rights over the pledged shares?
Who are the ultimate beneficial owners of Verventa Holdings Ltd, and what does this complex multi-layered security structure suggest about their long-term strategic intentions toward YES Bank?


































