Please find the enclosed.

Veranda Learning Solutions Limited July 29, 2026 BSE Limited National Stock Exchange of India Limited Dept of Corporate Services, The Listing Department, Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Fort, Bandra 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 and Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), we wish to inform you that J.K. Shah Commerce Education Limited ("JSCEL"), vide its letter dated July 29, 2026, has intimated certain material updates in connection with the Scheme. In accordance with the requirement under the Observation Letters that Veranda Learning Solutions Limited shall continuously disclose to the Stock Exchanges any material information relating to JSCEL until the Scheme becomes effective, the communication received from JSCEL is enclosed herewith as Annexure 1 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 J.K.SHAH COMMERCE EDUCATION LIMITED Annexure 1 Date: July 29,2026 Veranda Learning Solutions Limited G.R. Complex, First floor, No.807-808, Anna Salai, Nandanam, Chennai -600035. Dear Sir/ Madam, Sub: 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. This is to inform you that the Board of Directors of the Company, at its meeting held on 29th July 2026, inter-alia, considered and approved the following matters: 1. Adoption of new set of Articles of Association of the Company, subject to approval of the Members, to align with the requirements applicable to a listed company. The brief details of new set of Articles of Association are mentioned as Annexure A. 2. Appointment of M/s. KKC & Associates LLP, Chartered Accountants (Firm Registration No. 105146W/W100621) as the Statutory Auditors of the company, subject to the approval of the Members in the ensuing Annual General Meeting, in place of M/s. M A R G H & Associates, consequent to the completion of their term, in accordance with the applicable provisions of the Companies Act, 2013. The appointment shall be effective from the conclusion of the 1st Annual General Meeting (“AGM”) and shall continue for a term of five consecutive years, up to the conclusion of the 6th AGM. The brief details of appointment are mentioned as Annexure B. 3. Appointment of M/s. SAAKSH and Associates LLP, Chartered Accountants, as Internal Auditors of the Company for the Financial Year 2026-27. The brief details of appointment are mentioned in Annexure B. 4. Appointment of M/s. Nilesh Shah & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for a term of five years subject to the approval of the members in the ensuing Annual General Meeting. The brief details of appointment are mentioned in Annexure B. Please take on record the above information. Thanking You. Yours faithfully, For J.K.Shah Commerce Education Limited Jitendra Kantilal Shah Director DIN: 01795017 G.R Complex, First floor, No. 807-808, Anna Salai, Nandanam, Chennai, 600035 CIN- U85306TN2025PLC183247 Email- secretarial@jkshahclasses.com | Ph: +91 44 4690 1007| www.verandalearning.com J.K.SHAH COMMERCE EDUCATION LIMITED Annexure A Adoption of new set of Articles of Association Particulars Brief Details Changes in the The Company is a party to the Composite Scheme of Arrangement amongst Articles of Veranda Learning Solutions Limited ("VLS"), Veranda XL Learning Association Solutions Private Limited ("VXLS") and the Company ("Scheme"), which, inter alia, provides for the amalgamation of VXLS with VLS and the demerger of the Commerce Business of VLS into the Company. Upon the Scheme becoming effective, including receipt of the order of the Hon'ble National Company Law Tribunal ("NCLT") and completion of consequential actions, including allotment of equity shares by the Company and cancellation of the pre-Scheme share capital, the Company proposes to undertake the necessary actions pursuant to the Scheme. In view of the proposed listing and to ensure compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and other applicable laws, rules and regulations, the Board of Directors of the Company, at its meeting held on 29th July, 2026, approved, subject to the approval of the Members, the adoption of a new set of Articles of Association in substitution of the existing Articles of Association of the Company. The revised Articles of Association, inter alia, have been aligned 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 further provide that, in the event of any inconsistency between the provisions of the Articles of Association and applicable SEBI laws, the applicable SEBI laws shall prevail, thereby ensuring that the Company's constitutional documents are fully aligned with the governance and compliance framework applicable to listed companies. G.R Complex, First floor, No. 807-808, Anna Salai, Nandanam, Chennai, 600035 CIN- U85306TN2025PLC183247 Email- secretarial@jkshahclasses.com | Ph: +91 44 4690 1007| www.verandalearning.com J.K.SHAH COMMERCE EDUCATION LIMITED Annexure B Particulars Brief Details Statutory Auditors Internal Auditors Secretarial Auditors reason for change viz. Pursuant to Section 139(6) of the Pursuant to the provisions of The Board evaluated various factors appointment, re- Companies Act, 2013, M/s. M A R G Section 138 of the Companies while considering the appointment appointment, H & Associates, Chartered Act, 2013 and the Rules made of the firm as the Secretarial resignation, removal, Accountants (Firm Registration No. thereunder, the appointment is Auditors, including its domain death or otherwise 013468S), was appointed as the First being made to strengthen the expertise, experience in handling Statutory Auditors, shall cease to hold Company's internal audit companies operating in similar office upon the conclusion of the First framework and ensure business segments, existing AGM. Accordingly, the Board, based effective internal controls, risk clientele, overall market credibility, on the credentia [Showing first 8,000 characters — download PDF for full document]