Veranda Learning Solutions Ltd

Veranda Learning Solutions Ltd (VLS) announced that its subsidiary, J.K. Shah Commerce Education Limited (JSCEL), has executed a Pledge Agreement on October 13, 2026. This agreement serves to secure Non-Convertible Debentures (NCDs) amounting to ₹143 Crores (Rupees One Hundred and Forty-Three Crore Only) previously issued by JSCEL. As part of the agreement, JSCEL pledged 5,100 equity shares in BB Publication Private Limited and 26,50,725 equity shares in Tapasya Educational Institutions Private Limited in favor of SBICAP Trustee Company Limited, acting as the debenture trustee. This pledge is a standard security arrangement for the NCDs and does not alter the ownership or management of the pledged subsidiaries, nor does it negatively impact the company's operations. The pledge can only be invoked if specific events of default occur, none of which have happened to date.

Veranda Learning Solutions Ltd (VLS) has issued a disclosure regarding the Composite Scheme of Arrangement involving VLS, Veranda XL Learning Solutions Private Limited (VXLS), and J.K.Shah Commerce Education Limited (JSCEL). The scheme, sanctioned by the National Company Law Tribunal (NCLT) and effective from August 31, 2026, involved the demerger of VLS's Commerce Business to JSCEL. JSCEL allotted 9,65,06,610 equity shares of Rs.10 each to VLS shareholders on October 6, 2026, at a 1:1 ratio. The disclosure provides guidance on apportioning the cost of acquisition for VLS and JSCEL shares, with 64.50% allocated to VLS and 35.50% to JSCEL.

Veranda Learning Solutions Ltd (VLS) announced that its subsidiary, J.K. Shah Commerce Education Limited (JSCEL), has allotted 9,65,06,610 equity shares to VLS shareholders as per the composite scheme of arrangement. This allotment follows the record date of October 06, 2026, with a share entitlement ratio of 1:1. Consequently, JSCEL is no longer a wholly-owned subsidiary of VLS, as its pre-scheme share capital held by VLS has been cancelled and reduced. JSCEL will now seek listing and trading permission for these shares from the stock exchanges.

Veranda Learning Solutions Ltd announced the constitution of the Board of Directors for J.K. Shah Commerce Education Limited (JSCEL). This move precedes the October 6, 2026, Record Date for the demerger of Veranda's Commerce education vertical. JSCEL will consolidate key brands like J.K. Shah Classes and Navkar Digital Institute. The eight-member board includes Prof. J.K. Shah as Chairman & Managing Director, Ms. Pooja Jinit Dharia and Mr. Vishal Shah as Whole-time Directors, and four Independent Directors, including former RBI Deputy Governor and SEBI Chairman Mr. Devendra Raj Mehta. CA Kalpesh J. Mehta will serve as CFO. Eligible Veranda Learning shareholders on the Record Date will receive JSCEL equity shares, and JSCEL plans to list on BSE and NSE.

Veranda Learning Solutions Limited (VLS) announced the reconstitution of the Board of Directors and appointment of Key Managerial Personnel (KMPs) for its subsidiary, J.K. Shah Commerce Education Limited (JSCEL). Key changes include the appointment of Mr. Jitendra Kantilal Shah as Chairman & Managing Director, Ms. Pooja Jinit Dharia and Mr. Vishal Jitendra Shah as Whole-time Directors, and Mr. Kalpesh J. Mehta as Chief Financial Officer. The company also noted the resignation of two Non-Executive Directors, Mr. K Praveen Kumar and Mr. R Rangarajan. These changes are effective from October 5th and 6th, 2026, following approvals from JSCEL's Board and Shareholders.

J.K. Shah Commerce Education Limited (JSCEL), a part of Veranda Learning Solutions Ltd, has allotted 3,300 Senior, Secured, Redeemable, Unrated and Unlisted Non-Convertible Debentures (NCDs) worth ₹33 Crores to Mr. Kalpathi S Aghoram, Mr. Kalpathi S Ganesh, and Mr. Kalpathi S Suresh. The NCDs have a face value of ₹1,00,000 each, a tenure of 5 years, and an annual coupon rate of 0.001%. The proceeds will be used to close an existing loan facility with RBL Bank Limited and for general corporate purposes. The NCDs are unlisted and secured by a charge on all movable and immovable assets of JSCEL.

Veranda Learning Solutions Ltd has announced the closure of its trading window for dealing in the company's securities. This closure is in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, and the company's internal code of conduct. The window will be shut from October 01, 2026, and will reopen 48 hours after the declaration of the Unaudited Standalone and Consolidated Financial Results for the quarter and half-year ending September 30, 2026. During this period, designated persons and their immediate relatives are prohibited from trading in the company's shares.

Veranda Learning Solutions Ltd announced the resignation of Mr. Vivek Sapre from his position as Chief Human Resources Officer (CHRO). His resignation is effective from the close of business hours on September 28, 2026. Mr. Sapre is leaving to pursue an external opportunity. The company expressed appreciation for his services during his tenure. The disclosure was made pursuant to Regulation 30 of the Listing Regulations.

Veranda Learning Solutions Limited has announced October 6, 2026, as the Record Date for its Commerce Vertical Demerger. Shareholders as of this date will receive one equity share of J.K. Shah Commerce Education Limited (JSCEL) for every equity share held in Veranda Learning, without additional payment. JSCEL, which will house brands like J.K. Shah Classes and Tapasya College, plans to list on BSE and NSE. This demerger aims to provide greater agility and focused growth strategies for the commerce education business.

J.K. Shah Commerce Education Limited (JSCEL), a subsidiary of Veranda Learning Solutions, has allotted Non-Convertible Debentures (NCDs) worth ₹110 crore on a private placement basis. The NCDs are senior, secured, redeemable, unrated, and unlisted, with a face value of ₹1,00,000 each. The allotment was made to Mr. Kalpathi S Aghoram, Mr. Kalpathi S Ganesh, and Mr. Kalpathi S Suresh. The proceeds will be used to close an existing loan facility with RBL Bank Limited and for general corporate purposes. The NCDs have a tenure of 5 years, maturing on September 23, 2031, and carry a nominal interest rate of 0.001% per annum, payable on redemption. The NCDs are secured by a charge on all movable and immovable assets of JSCEL.