Date: September 24, 2026
Scheme of Arrangement Update
Pursuant to Observation Letters No. NSE/LIST/50947 dated January 20, 2026, and No. DCS/AMAL/TS/R37/4012/2025-26 dated January 2026 from NSE and BSE respectively, regarding the Composite Scheme of Arrangement under Sections 230-232 of the Companies Act, 2013, Veranda Learning Solutions Limited provides a material update concerning J.K. Shah Commerce Education Limited (JSCEL).
Fundraising / Financing Disclosure
J.K. Shah Commerce Education Limited has allotted 11,000 Senior, Secured, Redeemable, Unrated and Unlisted Non-Convertible Debentures (NCDs) on September 24, 2026. The details are:
- Face Value: ₹1,00,000 each
- Total Issue Size: ₹110,00,00,000 (One Hundred and Ten Crores)
- Form: Dematerialized
- Placement: Private placement
- Allottees: Mr. Kalpathi S Aghoram, Mr. Kalpathi S Ganesh, and Mr. Kalpathi S Suresh
NCD Instrument Details (Annexure A)
- Listing Status: Unlisted
- Tenure: 5 years from date of allotment
- Date of Allotment: September 24, 2026
- Date of Maturity: September 23, 2031
- Coupon Rate: Fixed at 0.001% per annum
- Payment Schedule: Interest and principal payable on redemption only
- Security: Secured by a charge on all movable and immovable assets of JSCEL, maintaining a minimum security cover of 1x (one time) of the outstanding principal amount and accrued interest at all times
- Special Rights: Not Applicable
- Default History: Not Applicable
- Redemption Details: Not Applicable
- Cancellation: Not Applicable
Utilization of Proceeds
The proceeds from the NCD issue will be utilized for:
1. Closure of existing loan facility from RBL Bank Limited
2. General corporate purposes