Date: September 30, 2026

Material Update on Composite Scheme of Arrangement

Pursuant to observation letters from BSE Limited and the National Stock Exchange of India Limited (NSE) dated January 2026 and January 20, 2026, respectively, regarding the Composite Scheme of Arrangement, Veranda Learning Solutions Limited provides a material update. The Scheme involves Veranda Learning Solutions Limited (Demerged Company/Amalgamated Company/VLS), Veranda XL Learning Solutions Private Limited (Amalgamating Company/VXLS), and J.K. Shah Commerce Education Limited (Resulting Company/JSCEL) under Sections 230 to 232 of the Companies Act, 2013.

Disclosure from J.K. Shah Commerce Education Limited (JSCEL)

JSCEL has intimated the allotment of Non-Convertible Debentures (NCDs) via a letter dated September 30, 2026. This disclosure is made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

NCD Allotment Details

JSCEL has allotted 3,300 (Three Thousand Three Hundred) Senior, Secured, Redeemable, Unrated, and Unlisted Non-Convertible Debentures (NCDs) on a private placement basis on September 30, 2026.

  • Face Value: ₹1,00,000 (Rupees One Lakh) each
  • Total Issue Size: ₹33,00,00,000 (Indian Rupees Thirty-Three Crores only)
  • Allottees: Mr. Kalpathi S Aghoram, Mr. Kalpathi S Ganesh, and Mr. Kalpathi S Suresh
  • Form: Dematerialized

Terms of the NCDs (Annexure A)

  • Listing Status: Unlisted
  • Tenure: 5 years from the date of allotment (September 30, 2026, to September 29, 2031)
  • Coupon/Interest: Fixed rate of 0.001% per annum, payable on redemption
  • Security: The principal and accrued interest are secured by a charge on all movable and immovable assets of JSCEL. A minimum security cover of 1x (one time) the outstanding principal and accrued interest must be maintained at all times.
  • Special Rights/Privileges: Not Applicable
  • Default History: Not Applicable (No delays in payment or defaults)
  • Redemption Details: Not Applicable (Not preference shares)
  • Cancellation: Not Applicable

Use of Proceeds

The proceeds from the NCD issue are to be utilized for:

(i) Closure of the existing loan facility from RBL Bank Limited.

(ii) General corporate purposes.