Veranda Learning Solutions promoters Kalpathi S Aghoram, Kalpathi S Ganesh, and Kalpathi S Suresh have created a pledge on 12,00,000 equity shares. The encumbrance serves as security for a ₹111 crore personal credit facility availed from Authum Investment and Infrastructure Limited.

The disclosure, filed with BSE and NSE under Regulation 30 read with Regulation 30A of the SEBI Listing Regulations, indicates that each promoter pledged 4,00,000 shares. The unattested pledge agreement was executed on September 21, 2026, with the event disclosed on September 22, 2026.

Pledge details and shareholding impact

The table below outlines the specific changes in promoter holdings resulting from the pledge creation. Prior to this event, the three promoters collectively held 99,00,000 shares in an encumbered state. The new pledge increases the total number of encumbered shares held by the promoters to 2,19,00,000.

Note: Percentages are calculated based on total share capital.

Lender relationship and security terms

Authum Investment and Infrastructure Limited is identified as a significant shareholder of Veranda Learning, holding 10.8% of the paid-up equity share capital as on September 18, 2026. Consequently, Authum is classified as a 'related party' under Regulation 2(1)(zb) of the SEBI Listing Regulations and Section 2(76) of the Companies Act, 2013. The company itself is not a party to the pledge agreement; the transaction is strictly between the promoters in their personal capacity and the lender.

The agreement creates a first-ranking and exclusive pledge over the equity shares. It includes customary provisions requiring the pledgors to maintain an agreed security cover. In the event of a shortfall, the promoters are obligated to provide additional security or undertake other remedial measures as per the transaction documents.

What the numbers show

The collective promoter holding stands at 3,06,69,650 shares, representing 31.84% of the company's total share capital. Following the creation of the new pledge, the proportion of promoter-held shares that are encumbered has risen significantly. Before this transaction, 99,00,000 shares were already pledged, accounting for roughly one-third of their total stake. With the addition of 12,00,000 newly pledged shares, the total encumbered holding reaches 2,19,00,000 shares, or 22.74% of the company's total equity base. This means approximately 71% of the total shares held by the three promoters are now subject to encumbrance, leaving a smaller unencumbered buffer against potential market volatility.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE0IQ001011/537f0f0b-e9b0-4a33-94f4-89a3f5ef83d3.pdf

The Regional Director, Southern Region, approved the scheme of amalgamation involving Veranda Learning Solutions subsidiaries on September 18, 2026. The order consolidates Veranda IAS Learning Solutions Private Limited and Neyyar Academy Private Limited into Veranda Race Learning Solutions Private Limited.

This corporate action follows an earlier intimation dated March 12, 2026. The company disclosed the approval under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Scheme Details

Veranda IAS Learning Solutions Private Limited serves as Transferor Company 1, a wholly owned subsidiary. Neyyar Academy Private Limited acts as Transferor Company 2, a step-down subsidiary and wholly owned entity of the Transferee Company. Veranda Race Learning Solutions Private Limited is the Transferee Company and a wholly owned subsidiary of the parent.

Upon filing the certified copy of the Regional Director's order with the Registrar of Companies in e-Form INC-28, the amalgamation takes effect from the Appointed Date specified in the scheme. Both transferor companies will stand dissolved without being wound up.

Distinction from Demerger

The company clarified that this amalgamation scheme is distinct from and unrelated to the separate scheme of demerger concerning its Commerce vertical. The disclosure was made at 5:44 pm on September 18, 2026.