Updates

Veranda Learning Solutions Limited October 05,2026 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 October 05, 2026, intimated the Company regarding the reconstitution of its Board and the appointment of Key Managerial Personnel (KMPs). 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 Annexure 1 Date: October 05, 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”) 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, we hereby inform you that the Board of Directors and the Shareholders of the Company, at their respective meetings held on October 05, 2026, have, inter alia: 1. Approved the change in designation of Mr Jitendra Kantilal Shah (DIN 01795017) from Non- Executive Director to Chairman & Managing Director of the Company, for a term of 3 (three) consecutive years with effect from October 06, 2026. 2. Approved the appointment of Ms. Pooja Jinit Dharia (DIN 08194333) as a Whole-time Director, for a term of 3 (three) consecutive years with effect from October 05, 2026. 3. Approved the appointment of Mr. Vishal Jitendra Shah (DIN 08194331) as a Whole-time Director, for a term of 3 (three) consecutive years with effect from October 05, 2026. 4. Approved the appointment of Mr. Sreedhar Muppala (DIN 06550712) as a Non-Executive Non-Independent Director with effect from October 06, 2026. 5. Approved the appointment of Mr. Vijay Kundanmal Choraria (DIN 00021446) as a Non- Executive Independent Director, for a term of 5 (Five) consecutive years with effect from October 06, 2026. 6. Approved the appointment of Mr. Nilesh Bansilal Mehta (DIN 00199071) as a Non-Executive Independent Director, for a term of 5 (Five) consecutive years with effect from October 06, 2026. 7. Approved the appointment of Mr. Devendra Raj Mehta (DIN 01067895) as a Non-Executive Independent Director, for a term of 1 (One) year with effect from October 06, 2026. 8. Approved the appointment of Mr. Rajeev Sharma (DIN 01102446) as a Non-Executive Independent Director, for a term of 1 (One) year with effect from October 06, 2026. 9. Approved the appointment of Mr. Kalpesh J. Mehta as Chief Financial Officer with effect from October 06, 2026. 10. Approved the appointment of Mr. Kailash S (Membership Number: A74868) as Company Secretary & Compliance Officer with effect from October 06, 2026. 11. Noted the resignation of Mr. K Praveen Kumar (DIN 00591450), as a Non-Executive Director of the Company with effect from close of business hours on October 06, 2026. 12. Noted the resignation of Mr. R Rangarajan (DIN 00591483), as a Non-Executive Director of the Company with effect from close of business hours on October 06, 2026. Brief details of the above changes as required under SEBI Circular No. HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026 are enclosed herewith as Annexure A. A copy of the letter received from Mr. K Praveen Kumar & Mr. R Rangarajan are enclosed herewith as Annexure B. Thanks & Regards For J.K. Shah Commerce Education Limited Jitendra Kantilal Shah Director DIN: 01795017 Annexure: A Sl.No Particulars Mr Jitendra Kantilal Shah Ms. Pooja Jinit Dharia Mr. Vishal Jitendra Shah Mr. Sreedhar Muppala 1 Reason for change viz. appointment, Appointment as Chairman & Appointment as Whole-time Appointment as Whole-time Appointment as Non- re-appointment, resignation, removal, Managing Director Director Director Executive Non-Independent Director death or otherwise 2 Date of appointment / re-appointment With effect from October 06, 2026 With effect from October 05, 2026 With effect from October 05, With effect from October 06, / cessation (as applicable) & term of for a term of 3 (three) consecutive for a term of 3 (three) consecutive 2026 2026 appointment/reappointment years with effect from October 06, years with effect from October 05, for a term of 3 (three) 2026 2026 consecutive years with effect from October 05, 2026 3 Brief profile (in case of appointment) Prof. J.K. Shah is a Chartered Ms. Pooja Jinit Dharia is a Mr. Vishal Jitendra Shah is a Mr. Sreedhar Muppala has Accountant with over four decades Chartered Accountant with Chartered Accountant and been involved in the experience in business strategy, education-sector business of experience in Commerce development and management operations, governance and leader with experience in education, leads JSCEL as Chairman of educational institutions and organisational development. She business development, & Managing Director, carrying has experience in the areas of served as Joint Chief Operating operations, strategic planning forward the legacy of J.K. Shah Officer at Veranda XL Learning and organisational growth. He commerce education, Classes and its track record of Solutions Private Limited, where served as Joint Chief professional education and producing successful students and she has been involved in driving Operating Officer of Veranda curriculum development. His All-India rank holders. growth initiatives, process XL Learning Solutions Private association with ICAI and the transformation and digitalisation. Limited. education sector provides him with experience in professional education, academic de [Showing first 8,000 characters — download PDF for full document]