Veranda Learning Solutions Limited promoters have announced the complete release of encumbrance over their shareholding, marking a significant corporate development. The disclosure, made under Regulation 29 of SEBI SAST Regulations on March 4, 2026, reveals the liberation of substantial promoter holdings from various restrictions.

Encumbrance Release Details

The three promoters - Kalpathi S. Aghoram, Kalpathi S. Ganesh, and Kalpathi S. Suresh - collectively released encumbrance on 3,18,71,573 shares, representing 34.05% of the company's total share capital. The release was executed on February 27, 2026, following the full redemption of non-convertible debentures.

Types of Encumbrance Released

The encumbrance release involved two distinct categories of restrictions that were simultaneously lifted:

Share Pledge: The promoters had pledged shares as collateral security, with the collateral value required to be at least 100% of the outstanding facility amount. This pledge was created in favor of Catalyst Trusteeship Limited, acting as common security trustee for non-convertible debenture holders.

Minimum Shareholding Covenant: The promoters were bound by an obligation to maintain minimum 26% shareholding in VLSL. This covenant arose from an amended debenture trust deed executed on September 3, 2025, supported by a No-Objection Certificate dated September 12, 2025.

Regulatory Framework

The encumbrance release was processed under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Catalyst Trusteeship Limited, acting as debenture trustee and common security trustee, facilitated the release following the complete redemption of debentures.

Trigger for Release

The encumbrance release was triggered by the full redemption of non-convertible debentures by VLSL and Veranda Race Learning Solutions Private Limited on February 26, 2026. Veranda XL Learning Solution Private Limited had earlier repaid its entire non-convertible debentures aggregating ₹310,00,00,000.

Current Status

Following the complete release of encumbrance, all three promoters now hold their respective shareholdings without any restrictions. The total promoter holding of 34.05% is now free from any pledges, liens, or minimum shareholding obligations, providing the promoters complete flexibility over their equity stakes in the company. The disclosure confirms that post-release, the acquirer's holding stands at NIL, indicating complete liberation of all encumbered shares.

SBICAP Trustee Company Limited has disclosed the acquisition of pledged shares in Veranda Learning Solutions Limited under SEBI Takeover Regulations. The trustee company submitted formal disclosure to BSE Limited, National Stock Exchange of India Limited, and the company on March 2, 2026, regarding its role as Share Pledge Trustee for City Union Bank Limited.

Share Pledge Acquisition Details

SBICAP Trustee Company Limited acquired 30,00,000 pledged equity shares representing 3.13% of Veranda Learning Solutions' total share capital. The acquisition was made in the trustee's capacity as Share Pledge Trustee for the benefit of City Union Bank Limited as the lender.

Regulatory Compliance Framework

The disclosure was made pursuant to Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. SBICAP Trustee Company Limited confirmed it does not belong to the promoter or promoter group of Veranda Learning Solutions Limited.

Trustee Role and Banking Arrangement

SBICAP Trustee Company Limited acts as the Share Pledge Trustee, holding the pledged shares as security for City Union Bank Limited's lending facility. The trustee company operates from its registered office in Mumbai and branch office in Chennai, functioning as a group company of SBI.

The pledged shares serve as collateral security for credit facilities extended to Veranda Learning Solutions Limited. Prior to this acquisition, SBICAP Trustee Company Limited held no shares or voting rights in the target company.

Share Capital Structure Impact

The share pledge does not alter the total equity share capital of Veranda Learning Solutions Limited, which remains at 9,57,31,679 equity shares of ₹10 each. The pledged shares represent encumbrance over existing equity shares rather than new share issuance.

The disclosure confirms compliance with regulatory requirements for substantial acquisition reporting, ensuring transparency in share pledge arrangements between the company, lenders, and security trustees.