Veranda Learning Solutions Limited's promoters have created an additional pledge over equity shares as security for the company's financial facilities. The disclosure was made under SEBI takeover regulations on March 16, 2026.

Pledge Creation Details

The three promoters - Kalpathi S. Aghoram, Kalpathi S. Ganesh, and Kalpathi S. Suresh - have pledged a total of 6.00 lakh equity shares on March 11, 2026. Each promoter contributed equally to this pledge arrangement.

Security Arrangement

The shares have been pledged in favor of SBI Cap Trustee Company Limited, which is acting as the security trustee on behalf of City Union Bank Limited. This arrangement serves as security for financial facilities availed by Veranda Learning Solutions Limited.

Updated Promoter Holdings

Following this pledge creation, the promoters' shareholding structure has been updated. The total promoter holding in the company stands at 3,18,69,650 shares, representing 33.29% of the total share capital.

Regulatory Compliance

The disclosure has been made pursuant to Regulation 31 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The company's shares are listed on both BSE Limited and National Stock Exchange of India Limited. Prior to this transaction, the promoters had already pledged 69.00 lakh shares, representing 7.20% of the total share capital.

Veranda Learning Solutions Limited has announced a strategic restructuring of its subsidiary operations, involving both shareholding transfers and merger approvals aimed at consolidating its Government Test Preparation segment.

Shareholding Transfer Details

On March 11, 2026, Veranda Administrative Learning Solutions Private Limited, a wholly-owned subsidiary of the company, completed the transfer of 100% of its shareholding in two step-down subsidiaries to Veranda Race Learning Solutions Private Limited. The transaction was undertaken to rationalize and simplify the overall group structure.

Board Approval for Merger

The Board of Directors of the concerned entities approved a three-way merger on March 11, 2026, involving the consolidation of subsidiaries within the Government Test Preparation segment.

Merger Structure

Transferor Companies:

• Veranda IAS Learning Solutions Private Limited (wholly-owned subsidiary)
• Neyyar Academy Private Limited (step-down wholly-owned subsidiary)

Transferee Company:

• Veranda Race Learning Solutions Private Limited (wholly-owned subsidiary)

Financial Performance Overview

The merger involves entities with significant revenue contributions for the nine months ended December 31, 2025:

Business Operations and Rationale

The entities involved in the restructuring operate in complementary areas of competitive exam preparation:

• Veranda IAS Learning Solutions Private Limited: Provides comprehensive coaching for UPSC and TNPSC Group 1 exams through residential programs, online live classes, and test series
• Neyyar Academy Private Limited: Engaged in educational services for competitive exams training
• Veranda Race Learning Solutions Private Limited: Focuses on educational services in competitive exams training

The restructuring has been undertaken as part of the company's strategic initiative to reorganize and consolidate its Government Test Preparation segment, with objectives of improving operational efficiencies and enabling focused growth.

Regulatory Compliance

The company has confirmed that there will be no change in the shareholding pattern of Veranda Learning Solutions Limited as a result of these transactions. The restructuring complies with Regulation 30 of the SEBI Listing Regulations, with detailed disclosures provided to both BSE Limited and National Stock Exchange of India Limited.