The National Company Law Tribunal (NCLT) Chennai Bench has directed Veranda Learning Solutions Limited to convene a shareholders meeting on April 24, 2026, to consider the Composite Scheme of Arrangement involving the company's commerce division demerger. Following the tribunal's directive, the company has issued comprehensive notices and implemented extensive shareholder communication measures, including newspaper advertisements published on March 24, 2026, to ensure maximum participation in the crucial corporate restructuring vote.

Regulatory Compliance and Advertisement Publication

Pursuant to Regulations 30 and 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Veranda Learning Solutions has submitted copies of newspaper advertisements published on March 24, 2026, in Financial Express and Makkal Kural to both BSE Limited and National Stock Exchange of India Limited. The company has also hosted the complete information on its dedicated webpage to ensure comprehensive shareholder access.

Meeting Structure and E-Voting Arrangements

The tribunal's order dated March 18, 2026, mandates the equity shareholders meeting to be held through video conferencing at 11:00 AM (IST) on April 24, 2026. The company has implemented extensive e-voting facilities through Central Depository Services (India) Limited (CDSL) to enable shareholder participation in the commerce division restructuring decision.

Shareholder Communication and Notice Distribution

The company has undertaken comprehensive measures to reach all shareholders, including those without registered email addresses. On March 24, 2026, Veranda Learning Solutions sent letters to shareholders whose email addresses are not registered with the company, Registrar and Transfer Agents, Depository Participants, or Depositories. These letters provide weblink access to the meeting notice through the company's dedicated webpage at https://www.verandalearning.com/web/index.php/composite-scheme-arrangement .

Corporate Restructuring Framework

The Composite Scheme involves the amalgamation of Veranda XL Learning Solutions Private Limited into Veranda Learning Solutions, coupled with the demerger of the commerce education business into J.K. Shah Commerce Education Limited. The arrangement includes a 1:1 share entitlement ratio for shareholders and provisions for convertible warrants and employee stock options.

Dispensations and Streamlined Process

The NCLT order provides significant relief by dispensing with multiple stakeholder meetings across all three entities involved in the commerce division arrangement. This includes waiving meetings for secured creditors, unsecured creditors, and warrant holders for Veranda Learning Solutions, while similar dispensations apply to the other entities in the restructuring.

The scheme remains subject to tribunal sanction and other regulatory approvals following the shareholders' meeting approval. The company has appointed Ms. Vinita Varshini as scrutinizer for the meeting and e-voting process, while Mr. Anil Sharma has been designated as Chairperson for the equity shareholders meeting to ensure fair and transparent proceedings.

Veranda Learning Solutions ' subsidiary Veranda RACE has achieved two significant milestones, crossing ₹100 crore in revenue while surpassing 5 lakh cumulative student enrolments since its inception in 2012. The government exam coaching institution, which operates across South India, recorded its highest-ever annual intake of 50,000 students, reflecting growing demand for structured preparation for competitive government examinations.

Student Enrolment Distribution

Veranda RACE's student base spans multiple learning formats, demonstrating the institution's comprehensive approach to exam preparation.

The institution has trained over 5,00,000 aspirants over fourteen years, while its digital initiatives extend reach through YouTube channels serving more than 2 million subscribers with free exam preparation content.

Financial Performance and Growth

Veranda RACE's revenue trajectory demonstrates substantial growth over recent years. The institution has more than doubled its revenue from ₹51 crore in FY 2022-23 to ₹100 crore within three years. This growth has been driven by expansion of classroom networks, scale-up of online learning programmes, increasing adoption of residential coaching formats, and strategic institutional partnerships.

Student Success Outcomes

The institution's focus on outcomes-driven learning is reflected in examination results, with 2754 Veranda RACE students clearing government examinations across multiple categories.

Victory Lap Celebration

To celebrate successful candidates, Veranda RACE will conduct its annual Victory Lap, featuring Success Meets across 15 cities and towns. The tour will cover Chennai, Madurai, Coimbatore, Trichy, Salem, Tirunelveli, Vellore and Dindigul in Tamil Nadu; Thiruvananthapuram, Kochi and Kozhikode in Kerala; and Bengaluru, Mysore and Dharwad in Karnataka.

Management Commentary

Bharath Seeman, Founder of Veranda RACE and CEO of Veranda IAS, emphasized the impact beyond financial metrics: "Over the past fourteen years, more than five lakh students have placed their trust in us, and this year alone 2754 of them realised their dream of securing a government position. Crossing ₹100 crore in revenue is a meaningful milestone, but what truly matters is the impact behind these numbers."

Santhosh Kumar, Chief Executive Officer of Veranda RACE, highlighted future expansion plans: "Our focus now is on strengthening our presence across Kerala and Karnataka, expanding the Practice Village residential programme, and continuing to enhance the quality and reach of our online learning experience."

Suresh Kalpathi, Executive Director and Chairman of Veranda Learning Solutions, noted that the milestone reflects outcome-driven education strength, stating that the real impact lies in government job selections that improve economic mobility for families.