Veranda Learning Solutions Limited (VLS), the listed entity (Scrip Code: 543514, Symbol: VERANDA), has filed a disclosure pursuant to Regulation 30 of the SEBI LODR Regulations, 2015. The filing is a forward of a material update received from J.K. Shah Commerce Education Limited (JSCEL), which is a party to a pending Composite Scheme of Arrangement with VLS and Veranda XL Learning Solutions Private Limited (VXLS).

The disclosure states that the Board of Directors of JSCEL, at its meeting held on July 29, 2026, approved several governance and compliance-related matters in preparation for the company's proposed listing, which is contingent upon the Scheme becoming effective.

The key approvals are:

1. Adoption of New Articles of Association:

The Board approved, subject to member approval, the adoption of a new set of Articles of Association to replace the existing one. The purpose is to ensure compliance with the provisions of the Companies Act, 2013, and the regulatory framework applicable to listed entities, including the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The revised Articles explicitly state that in the event of any inconsistency with SEBI laws, the SEBI laws shall prevail.

2. Appointment of Statutory Auditors:

The Board approved the appointment of M/s. KKC & Associates LLP, Chartered Accountants (Firm Registration No. 105146W/W100621), as the Statutory Auditors of the company. This appointment is subject to the approval of the members at the ensuing first Annual General Meeting (AGM). The proposed term is for five consecutive years, effective from the conclusion of the 1st AGM until the conclusion of the 6th AGM (i.e., for FY 2026–27 to FY 2030–31). This appointment is to replace M/s. M A R G H & Associates, who will complete their term at the conclusion of the first AGM. A brief profile of KKC & Associates LLP was provided, noting it was established in 1936, is headquartered in Mumbai, has a presence in four cities, and is led by 18 partners with a team of over 400 professionals.

3. Appointment of Internal Auditors:

The Board approved the appointment of M/s. SAAKSH and Associates LLP, Chartered Accountants, as the Internal Auditors for the Financial Year 2026-27. The stated purpose is to strengthen the company's internal audit framework and ensure effective internal controls, risk management, and governance processes. A brief profile notes the firm was established in 2008 and provides services in statutory and internal audits, tax advisory, and compliance.

4. Appointment of Secretarial Auditors:

The Board approved the appointment of M/s. Nilesh Shah & Associates, Practicing Company Secretaries (Firm Registration No. P2003MH008800, holding Peer Review Certificate No. 7810/2026), as the Secretarial Auditors of the company. This appointment is for a term of five consecutive financial years (FY 2026–27 to FY 2030–31) and is also subject to the approval of the members at the ensuing first AGM. A brief profile notes the firm was established in 1996 and has been conducting the Secretarial Audit of JSCEL since FY 2014–15.

The disclosed information is being provided by VLS to the stock exchanges in compliance with observation letters received (NSE/LIST/50947 dated January 20, 2026, and DCS/AMAL/TS/R37/4012/2025-26 dated January 2026) which require continuous disclosure of material information relating to JSCEL until the Scheme becomes effective.

Financial Impact: The disclosure does not quantify any immediate financial impact. The actions are preparatory governance steps for a future listing.

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