Veranda Learning Solutions Ltd

Pledge for NCD security

• JSCEL executed a pledge with SBICAP Trustee for NCDs totaling up to Rs 143 crore.
• Pledged assets include 5,100 shares of BB Publication Private Limited and 2,650,725 shares of Tapasya Educational Institutions Limited.
• The pledge secures the NCDs and may be invoked on default events; no default has occurred.
• Execution date of pledge: October 13, 2026.
• Debenture Trustee is SBICAP Trustee Company Limited.
• No impact on ownership or control of pledged subsidiaries or JSCEL.
• Total NCD issuance size Rs 143 crore.

Veranda Learning Solutions Limited — Trading window closed from October 01, 2026 until forty-eight (48) hours after declaration of the Unaudited Standalone and Consolidated Financial Results of the Company for the quarter and half year ending September 30, 2026.

Resignation of CHRO

• Resignation of Vivek Sapre as Chief Human Resources Officer effective Sep 28, 2026 to pursue an external opportunity.

NCD allotment details

• Allotted 11,000 senior secured NCDs aggregating Rs 110 crore to three investors.
• NCDs are unlisted with five-year tenor; maturity on September 23, 2031.
• The allottees are Kalpathi S Aghoram, Kalpathi S Ganesh, and Kalpathi S Suresh.
• Coupon rate fixed at 0.001% p.a.; interest payable at redemption.
• Security: charge on all movable and immovable assets; minimum 1x security cover.
• Proceeds to repay RBL Bank loan and for general corporate purposes.
• Date of allotment: September 24, 2026; issued on a private placement basis; unlisted.
• Issuer: J.K. Shah Commerce Education Limited.

Event details

• Promoters: Kalpathi S. Aghoram, Kalpathi S. Ganesh, Kalpathi S. Suresh; Authum Investment & Infrastructure Limited; VLS not party.
• ₹111 crore pledge for promoters’ personal credit facilities secured by VLS equity.
• First-ranking and exclusive pledge over promoters’ VLS shares; maintenance of security cover; additional security if required.
• Authum is a significant shareholder (10.8%); pledged agreement is promoter-to-lender; not an RPT for VLS.
• No impact on VLS management; potential shareholding changes only on enforcement.
• No board changes; no stated regulatory approvals; relation disclosures provided in annexure.
• Not applicable; no amendment or termination reported.

Encumbrance creation on promoter shares

• Target company: Veranda Learning Solutions Limited.
• Event: Creation of pledge on promoter shares.
• Pre-event encumbrance: 33,00,000 shares per promoter (3.43%).
• Post-event encumbrance: 40,00,000 new pledged per promoter; total 73,00,000 (7.58%).
• Overall encumbered after event: 2,19,00,000 shares (22.74%).
• Promoters: Kalpathi S Aghoram; Kalpathi S Ganesh; Kalpathi S Suresh.
• Encumbrance in favour of: AUTHUM INVESTMENT; ANO; INFRASTRUCTURE LIMITED.
• End-use/reason: Securing term loan facilities for personal financial requirements.
• Date of creation: 19/09/2026.

Amalgamation approval

• Regional Director approved the Scheme on 18 September 2026.
• Transferor 1: Veranda IAS Learning Solutions Private Limited.
• Transferor 2: Neyyar Academy Private Limited.
• Transferee: Veranda Race Learning Solutions Private Limited.
• Amalgamation to take effect from the Appointed Date as per Scheme.
• On filing INC-28 with ROC, Transferors shall stand dissolved without wound-up.
• Scheme not related to the Commerce vertical demerger.
• Event date and time: 18 September 2026, 5:44 PM IST.

Key Scheme Update

• Certified True Copy of NCLT order sanctioning the Scheme received Aug 25, 2026.
• Boards approved filing INC-28 with ROC and related steps to effect the Scheme.
• Effective Date set as Aug 31, 2026; VXLS amalgamates into VLS.
• First Appointed Date: Aug 31, 2026; VXLS to stand dissolved without winding up.
• Authorised share capital after amalgamation increased to INR 147,50,00,000.
• Post-amalgamation, equity shares: 13,35,00,000; preference shares: 1,40,00,000.
• Second Appointed Date: Sep 01, 2026; Demerger of Commerce Business from VLS to JSCEL.
• Subsidiaries to transfer from VLS to JSCEL: BB Publication, Navkar Digital, Tapasya Educational.
• Share entitlement: 1-for-1 exchange; 1 VLS share yields 1 JSCEL share.

Lapse and forfeiture of warrants

• All 6,23,054 warrants lapsed on Aug 27, 2026 due to non-payment.
• Upfront 25% consideration of Rs 5,00,00,083.50 was forfeited.
• Warrant holders lose rights to convert; no change in paid-up capital; forfeited funds retained.