BSEGeneral3d ago · 22 Sept 2026, 06:06 pm

Please find the enclosed disclosure.

Veranda Learning Solutions Ltd · 543514

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Veranda Learning Solutions Ltd has received an intimation from its promoters regarding the execution of an unattested pledge agreement with Authum Investment & Infrastructure Limited for creation of a pledge over equity shares held by them as security for credit facilities.

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Growth Catalyst1/10
Governance Concern3/10
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Balance Sheet Risk4/10
Liquidity Impact5/10
Market Sentiment4/10

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Veranda Learning Solutions Ltd - 543514 - Disclosure under Regulation 30A of LODR

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Veranda Learning Solutions Limited September 22, 2026 BSE Limited National Stock Exchange of India Limited Dept of Corporate Services, The Listing Department, Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Fort, Bandra Kurla Complex, Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 543514 Symbol: VERANDA Dear Sir/Madam, Sub: Disclosure under Regulation 30 read with Regulation 30A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) Pursuant to Regulation 30 and Regulation 30A read with Clause 5A of Para A of Part A of Schedule III of the SEBI Listing Regulations, and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-PoD2/I/3762/2026 dated January 30, 2026, we wish to inform you that the Company has received intimation from its Promoters — Mr. Kalpathi S. Aghoram, Mr. Kalpathi S. Ganesh, and Mr. Kalpathi S. Suresh — regarding execution of an unattested pledge agreement dated September 21, 2026 with Authum Investment & Infrastructure Limited ("Lender"), for creation of a pledge over equity shares of Veranda Learning Solutions Limited (“Company” or “VLS”) held by them, as security for credit facilities availed by them in their personal capacity. The Company is not a party to the said Unattested Pledge Agreement. The requisite details, as required under the aforesaid SEBI Master Circular read with the SEBI Listing Regulations, are set out in Annexure below. Date of occurrence of event/information September 22, 2026 Time of occurrence of event/information 5.44 P.M (I.S.T) The aforesaid information is also hosted on the website of the Company viz. https://www.verandalearning.com/web/index.php/stock-exchange-intimations Thanks & Regards, For Veranda Learning Solutions Limited S. Balasundharam Company Secretary & Compliance Officer (M. No: ACS-11114) Veranda Learning Solutions Limited G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai - 600 035 CIN: L74999TN2018PLC125880 Email- secretarial@verandalearning.com www.verandalearning.com Ph: +91 44 4690 1007 Veranda Learning Solutions Limited Annexure Particulars Details a) if the listed entity is a party to the agreement, No, the listed entity i.e. Veranda Learning Solutions i. details of the counterparties (including name and Limited (“VLS/the Company”) is not a party to the relationship with the listed entity); Unattested Pledge Agreement dated September 21, 2026. b) if listed entity is not a party to the agreement, The following are parties to the Unattested Pledge i. name of the party entering into such an agreement Agreement. and the relationship with the listed entity; Name of the Relationship with VLS ii. details of the counterparties to the agreement Party/Counter party (including name and relationship with the listed Mr. Kalpathi S Promoter cum Non- entity); Aghoram Executive Director & Vice (Pledgor 1) Chairman Mr. Kalpathi S Ganesh Promoter cum Non- (Pledgor 2) Executive Director Mr. Kalpathi S Suresh Promoter cum Executive (Pledgor 3) Director & Chairman Authum Investment & significant shareholder of Infrastructure Limited the Company, holding (“Lender”) 10.8% of the paid-up equity share capital as on September 18,2026, and is therefore a 'related party' under Regulation 2(1)(zb) of the SEBI Listing Regulations read with Section 2(76) of the Companies Act, 2013. iii. date of entering into the agreement. September 21, 2026. c) purpose of entering into the agreement; INR 111 crores (Rupees One Hundred and Eleven Crores only) availed by the Promoters in their personal capacity from the Lender, by way of creation of a first-ranking and exclusive pledge over certain equity shares of VLS held by the Promoters. d) shareholding, if any, in the entity with whom the Neither VLS nor promoters of the Company hold shares agreement is executed; in Authum Investment & Infrastructure Limited. e) significant terms of the agreement (in brief); The Unattested Pledge Agreement creates a first-ranking and exclusive pledge in favour of the Lender over certain equity shares of VLS held by the Promoters as security for the credit facilities availed by them. The Unattested Pledge Agreement contains customary provisions relating to maintenance of the agreed security cover, including an obligation on the pledgors to provide additional security and/or undertake other remedial measures in accordance with the transaction documents in the event of a shortfall in the required security cover. f) extent and the nature of impact on management or The execution of the Unattested Pledge Agreement does control of the listed entity; not, by itself, have any impact on the management or control of the Company. As is customary in financing arrangements involving a pledge of shares, invocation or enforcement of the pledge by the Lender upon the occurrence of events specified in the relevant transaction Veranda Learning Solutions Limited G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai - 600 035 CIN: L74999TN2018PLC125880 Email- secretarial@verandalearning.com www.verandalearning.com Ph: +91 44 4690 1007 Veranda Learning Solutions Limited documents may have a consequential impact on the shareholding pattern of the Company However, such impact would arise only in the event of enforcement in accordance with the agreed terms. g) details and quantification of the restriction or Not applicable liability imposed upon the listed entity; h) whether, the said parties are related to Please refer to our response to paragraphs (b)(i) and promoter/promoter group/ group companies in any (b)(ii) above manner. If yes, nature of relationship; i) whether the transaction would fall within related Not Applicable. The Unattested Pledge Agreement is a party transactions? If yes, whether the same is done transaction between the Promoters (in their personal at “arm’s length”; capacity) and the Lender. VLS is not a party to the said agreement. j) in case of issuance of shares to the parties, details Not Applicable of issue price, class of shares issued; k) any other disclosures related to such agreements, Not Applicable viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc.; l) in case of rescission, amendment or alteration, Not Applicable listed entity shall disclose additional details to the stock exchange(s): i. name of parties to the agreement; ii. nature of the agreement; iii. date of execution of the agreement; iv. details and reasons for amendment or alteration and impact thereof (including impact on management or control and on the restriction or liability quantified earlier); Veranda Learning Solutions Limited G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai - 600 035 CIN: L74999TN2018PLC125880 Email- secretarial@verandalearning.com www.verandalearning.com Ph: +91 44 4690 1007