Veranda Learning Solutions Limited announced that the promoters' share encumbrance reached 34.05% of the total share capital on September 3, 2025. This disclosure pertains to Regulation 31 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
The creation of encumbrance on the shares held by Kalpathi S Aghoram, Kalpathi S Ganesh, and Kalpathi S Suresh, collectively known as "the Promoters," involves a covenant in the nature of encumbrance as defined in the Takeover Regulations.
As of September 3, 2025, the encumbered shares for each promoter are as follows:
- Mr. Kalpathi S Aghoram: 84,74,381 shares, representing 9.05% of the share capital.
- Mr. Kalpathi S Ganesh: 84,72,877 shares, representing 9.05% of the share capital.
- Mr. Kalpathi S Suresh: 84,56,876 shares, representing 9.03% of the share capital.
The total number of shares encumbered post the event amounts to 3,18,69,650, which is 34.05% of the total share capital.
Details of Encumbrance
| Promoter Name | Number of Shares Encumbered | % of Share Capital |
|---|---|---|
| Mr. Kalpathi S Aghoram | 84,74,381 | 9.05% |
| Mr. Kalpathi S Ganesh | 84,72,877 | 9.05% |
| Mr. Kalpathi S Suresh | 84,56,876 | 9.03% |
| Total | 3,18,69,650 | 34.05% |
The creation of this encumbrance is related to an amendment to debenture trust deeds executed by Veranda Learning Solutions Limited and Veranda Race Learning Solutions Private Limited. The promoters have agreed to maintain at least 34.05% of the share capital of VLSL, which is considered an encumbrance under the Takeover Regulations.
Catalyst Trusteeship Limited acts as the common security trustee on behalf of BPEA Credit India Fund III- Scheme F and Scheme C, Pico Capital Pvt. Ltd, and Aarti Rahul Chhabria.
The promoters are complying with these regulations to ensure transparency and adherence to the stipulated guidelines.
This disclosure is in accordance with Regulation 31 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
The promoters have made this disclosure to comply with the Takeover Regulations.
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