The Exchange has received the disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 for Catalyst Trusteeship Ltd
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Catalyst Trusteeship Ltd, acting as debenture trustee, has disclosed under SEBI Takeover Regulations that the encumbrance (pledge) on Veranda Learning Solutions shares has risen sharply from 64,65,516 shares (6.77% on diluted basis) to 3,18,71,573 shares (34.05% of total share capital, 33.36% on diluted basis). This stems from an amendment dated September 3, 2025 to the debenture trust deeds of VLSL and Veranda Race, under which promoters Kalpathi Subramanyam Aghoram, Kalpathi Subramanian Suresh, and Kalpathi Subramaniam Ganesh have agreed to own at least 34.05% of VLSL's share capital and maintain collateral exceeding 100% of the facility amount. Catalyst Trusteeship is only the debenture/security trustee, not a promoter, and no shares were bought or sold — this is purely a disclosure of encumbrance creation on existing promoter holdings.
The encumbrance has jumped nearly five-fold, tying up a large portion of promoter shares as collateral for non-convertible debentures. While the pledge is below the 50% threshold, the sharp increase may signal higher leverage or tighter lender covenants and warrants close monitoring for any pledge invocation or promoter stake movement.