Updates

Veranda Learning Solutions Limited September 24,2026 BSE Limited National Stock Exchange of India Limited Dept of Corporate Services, The Listing Department, Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Dalal Street, Fort, Kurla Complex, Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 543514 Symbol: VERANDA Dear Sir / Madam, Sub: Material update in connection with the Composite Scheme of Arrangement amongst 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”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”) Ref: Observation letters No. NSE/LIST/50947 dated January 20, 2026, and No. DCS/ AMAL/TS/R37/ 4012/2025-26 dated January 2026 (“Observation Letters”), issued by the National Stock Exchange of India Limited and BSE Limited (collectively the “Stock Exchanges”), respectively, received in relation to the Scheme Pursuant to the Observation Letters issued by the Stock Exchanges in relation to the Scheme, read with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), and in accordance with the requirement thereunder that the Company shall continuously disclose to the Stock Exchanges any material information relating to JSCEL, we wish to inform you that J.K. Shah Commerce Education Limited ("JSCEL"), has, vide its letter dated September 24, 2026, intimated the allotment of Non- Convertible Debentures ("NCDs") by JSCEL. The said communication received from JSCEL is enclosed herewith for your information and records. This information will also be available on the Company's website at https://www.verandalearning.com/web/index.php/composite-scheme-arrangement Thanks & Regards For Veranda Learning Solutions Limited S Balasundharam Company Secretary & Compliance Officer M. No: ACS-11114 Veranda Learning Solutions Limited G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai - 600 035 CIN: L74999TN2018PLC125880 Email- secretarial@verandalearning.com www.verandalearning.com Ph: +91 44 4690 1007 Date: September 24, 2026 Veranda Learning Solutions Limited G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai -600035. Dear Sir/ Madam, Sub: Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI Listing Regulations”) – Allotment of Non-Convertible Debentures (NCDs) Ref: Material update in connection with the Composite Scheme of Arrangement amongst Veranda Learning Solutions Limited (“Demerged Company” / “Amalgamated Company”/ “VLS”) and Veranda XL Learning Solutions Private Limited (“Amalgamating Company”/ “VXLS”) and J.K.Shah Commerce Education Limited (“Resulting Company”/ the Company” /“JSCEL”) and their respective Shareholders and Creditors (under Sections 230 to 232 of the Companies Act, 2013. Pursuant to Regulation 30 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we hereby inform you that the Company, has allotted 11,000 (Eleven Thousand) Senior, Secured, Redeemable, Unrated and Unlisted Non-Convertible Debentures (“NCDs”), denominated in Indian Rupees, having a face value of Rs.1,00,000 (Rupees One Lakh) each, aggregating to Rs.110,00,00,000 (Rupees One Hundred and Ten Crores only), in dematerialized form, on a private placement basis, to Mr. Kalpathi S Aghoram, Mr. Kalpathi S Ganesh and Mr. Kalpathi S Suresh (Investors), on September 24, 2026. The proceeds of the issue are to be utilized by the company towards (i) closure of its existing loan facility from RBL Bank Limited, and (ii) general corporate purposes. The details in this regard, pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, is enclosed as Annexure A Thanks & Regards For J.K. Shah Commerce Education Limited K Praveen Kumar Director DIN: 00591450 Annexure A Sl. No Particular Details a) Size of the Issue Rs. 110,00,00,000/- (Indian Rupees One Hundred and Ten Crore only), comprising 11,000 (Eleven Thousand) NCDs of face value of Rs.1,00,000/- (Rupees One Lakh) each b) Whether proposed to be listed? If No. The NCDs are unlisted. yes, name of the stock exchange(s); c) tenure of the instrument -date of Tenure: 5 years from the date of allotment. allotment and date of maturity; Date of allotment: September 24, 2026 Date of Maturity: September 23, 2031 (5 years from the date of allotment). d) coupon/interest offered, schedule Fixed Coupon Rate: 0.001% Per Annum of payment of coupon/interest Schedule of payment of coupon/interest and principal: On and principal; redemption e) charge/security, if any, created The principal amount of the NCDs, together with interest over the assets accrued thereon, shall be secured by way of a charge on all movable and immovable assets of JSCEL, such that the security cover is maintained at a minimum of 1x (one time) of the outstanding principal amount and accrued interest at all times. f) special right/interest/privileges Not Applicable attached to the instrument and changes thereof g) delay in payment of interest / Not Applicable principal amount for a period of more than three months from the due date or default in payment of interest / principal h) details of any letter or comments Not Applicable regarding payment/non-payment of interest, principal on due dates, or any other matter concerning the security and/or the assets along with its comments thereon, if any i) details of redemption of Not Applicable preference shares indicating the manner of redemption (whether out of profits or out of fresh issue) and debentures j) Any cancellation or termination Not Applicable of proposal for issuance of securities including reasons thereof