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05 Apr 2026
Veranda Learning Solutions Limited promoters have disclosed the creation of pledge over 24,00,000 equity shares as security for financial facilities from RBL Bank Limited and City Union Bank Limited. The disclosure was made under Regulation 31 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, dated March 26, 2026.
Promoter Share Pledge Details
The three promoters - Mr. Kalpathi S. Aghoram, Mr. Kalpathi S. Ganesh, and Mr. Kalpathi S. Suresh - have collectively pledged 24,00,000 equity shares on March 20, 2026. This increases their total encumbered shareholding from 75,00,000 shares to 99,00,000 shares, representing 10.34% of the total share capital.
Promoter Name Current Holding Previously Pledged New Pledge Total Encumbered % of Share Capital Kalpathi S. Aghoram 1,06,29,553 25,00,000 8,00,000 33,00,000 3.45% Kalpathi S. Ganesh 1,06,28,049 25,00,000 8,00,000 33,00,000 3.45% Kalpathi S. Suresh 1,06,12,048 25,00,000 8,00,000 33,00,000 3.45% Total 3,18,69,650 75,00,000 24,00,000 99,00,000 10.34%
Banking Facility Arrangements
The share pledge serves as security for two distinct financial arrangements. Each promoter has pledged 5,00,000 equity shares in favor of RBL Bank Limited as security for financial facilities availed or to be availed by Veranda XL Learning Solutions Private Limited, a wholly owned subsidiary of the company.
Additionally, each promoter has pledged 3,00,000 equity shares in favor of SBI Cap Trustee Company Limited, acting as security trustee on behalf of City Union Bank Limited for financial facilities availed by Veranda Learning Solutions Limited.
Regulatory Compliance
The disclosure was submitted to BSE Limited and National Stock Exchange of India Limited on March 26, 2026, ensuring compliance with regulatory requirements. The company secretary S. Balasundharam executed the filing on behalf of the company.
Transaction Parameter Details Pledge Creation Date March 20, 2026 Disclosure Date March 26, 2026 RBL Bank Facility For subsidiary operations City Union Bank Facility For parent company operations Security Trustee SBI Cap Trustee Company Limited
Share Capital Structure
Veranda Learning Solutions Limited's equity shares are listed on both BSE Limited (Scrip Code: 543514) and National Stock Exchange (Symbol: VERANDA). The promoters collectively hold 3,18,69,650 equity shares, representing 33.29% of the total share capital and 32.68% of the diluted share capital.
The pledge arrangement demonstrates the promoters' commitment to securing adequate financial resources for both the parent company and its subsidiary operations while maintaining their substantial stake in the education services provider.
The National Company Law Tribunal (NCLT) Chennai Bench has directed Veranda Learning Solutions Limited to convene a shareholders meeting on April 24, 2026, to consider the Composite Scheme of Arrangement involving the company's commerce division demerger. Following the tribunal's directive, the company has issued comprehensive notices and implemented extensive shareholder communication measures, including newspaper advertisements published on March 24, 2026, to ensure maximum participation in the crucial corporate restructuring vote.
Regulatory Compliance and Advertisement Publication
Pursuant to Regulations 30 and 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Veranda Learning Solutions has submitted copies of newspaper advertisements published on March 24, 2026, in Financial Express and Makkal Kural to both BSE Limited and National Stock Exchange of India Limited. The company has also hosted the complete information on its dedicated webpage to ensure comprehensive shareholder access.
Exchange: Details BSE Limited: Scrip Code 543514 NSE Limited: Symbol VERANDA Advertisement Date: March 24, 2026 Publications: Financial Express, Makkal Kural
Meeting Structure and E-Voting Arrangements
The tribunal's order dated March 18, 2026, mandates the equity shareholders meeting to be held through video conferencing at 11:00 AM (IST) on April 24, 2026. The company has implemented extensive e-voting facilities through Central Depository Services (India) Limited (CDSL) to enable shareholder participation in the commerce division restructuring decision.
Meeting Parameter: Details Date: April 24, 2026 Time: 11:00 AM (IST) Mode: Video Conferencing/OAVM Cut-off Date: April 17, 2026 Remote E-voting Period: April 20-23, 2026
Shareholder Communication and Notice Distribution
The company has undertaken comprehensive measures to reach all shareholders, including those without registered email addresses. On March 24, 2026, Veranda Learning Solutions sent letters to shareholders whose email addresses are not registered with the company, Registrar and Transfer Agents, Depository Participants, or Depositories. These letters provide weblink access to the meeting notice through the company's dedicated webpage at https://www.verandalearning.com/web/index.php/composite-scheme-arrangement .
Communication Channel: Access Details Company Website: https://www.verandalearning.com/web/index.php/composite-scheme-arrangement CDSL Portal: https://www.evotingindia.com BSE Website: www.bseindia.com NSE Website: www.nseindia.com
Corporate Restructuring Framework
The Composite Scheme involves the amalgamation of Veranda XL Learning Solutions Private Limited into Veranda Learning Solutions, coupled with the demerger of the commerce education business into J.K. Shah Commerce Education Limited. The arrangement includes a 1:1 share entitlement ratio for shareholders and provisions for convertible warrants and employee stock options.
Dispensations and Streamlined Process
The NCLT order provides significant relief by dispensing with multiple stakeholder meetings across all three entities involved in the commerce division arrangement. This includes waiving meetings for secured creditors, unsecured creditors, and warrant holders for Veranda Learning Solutions, while similar dispensations apply to the other entities in the restructuring.
Entity: Meetings Dispensed Veranda Learning Solutions: Secured/Unsecured Creditors, Warrant Holders Veranda XL Learning: All Shareholder and Creditor Meetings J.K. Shah Commerce Education: Equity Shareholders, Unsecured Creditors
The scheme remains subject to tribunal sanction and other regulatory approvals following the shareholders' meeting approval. The company has appointed Ms. Vinita Varshini as scrutinizer for the meeting and e-voting process, while Mr. Anil Sharma has been designated as Chairperson for the equity shareholders meeting to ensure fair and transparent proceedings.
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