Veranda Learning Solutions Limited has disclosed a significant internal share transfer transaction among its promoter group members, executed on March 27, 2026. The transaction involves the acquisition of 12,00,000 equity shares, representing 1.25% of the company's total equity share capital, by Tuticorin Energy LLP from three existing promoters.

Transaction Details

The share purchase agreement was executed between Tuticorin Energy LLP as the purchaser and three promoters as sellers. The transaction breakdown shows equal distribution among the selling promoters:

The transaction was completed through off-market inter-se transfers among promoters and promoter group members as part of an internal restructuring exercise.

Impact on Shareholding Pattern

The internal transfer has resulted in changes to individual promoter holdings while maintaining the overall promoter group stake. Post-transaction shareholding shows the following distribution:

Regulatory Compliance

The disclosure was made under Regulation 29(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The company has informed both BSE Limited and National Stock Exchange of India Limited about this transaction on March 30, 2026.

Company Share Capital Structure

The company's equity share capital remains unchanged at 9,57,31,679 equity shares of face value Rs. 10 each before and after the transaction. The total diluted share capital stands at 9,75,29,663 equity shares of face value Rs. 10 each, considering outstanding convertible securities.

The overall promoter and promoter group shareholding remains stable at 33.96% of the total share capital, with 3,25,07,850 shares held collectively by all promoter group entities and individuals. This internal restructuring reflects strategic realignment within the promoter group without affecting the company's ownership structure or public shareholding.

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.

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.

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.