Veranda Learning Solutions Limited disclosed that J.K. Shah Commerce Education Limited (JSCEL) executed a pledge agreement on October 13, 2026. The pledge covers equity shares in two subsidiaries to secure non-convertible debentures.

The security arrangement supports ₹143 crore worth of Senior, Unlisted, Secured, Unrated, Redeemable Non-Convertible Debentures (NCDs) issued by JSCEL. SBICAP Trustee Company Limited acts as the debenture trustee for the bondholders.

Pledge details and scope

The pledge involves specific equity holdings in BB Publication Private Limited and Tapasya Educational Institutions Private Limited. These entities are subsidiaries of JSCEL. The agreement was entered into pursuant to the terms of the NCD issuance.

Regulatory context and impact

This disclosure follows observation letters received from the National Stock Exchange of India Limited and BSE Limited regarding the Composite Scheme of Arrangement involving Veranda Learning Solutions Limited, Veranda XL Learning Solutions Private Limited, and JSCEL. The scheme is being processed under Sections 230 to 232 of the Companies Act, 2013.

The company stated that the pledge is a customary security arrangement. It does not result in any change in ownership of the pledged shares or in the management or control of the subsidiaries. There is no adverse impact on operations reported at this stage.

What the numbers show

The pledge covers a total of 26,55,825 equity shares across the two subsidiaries. This security backs a debt instrument of ₹143 crore, comprising 14,300 debentures with a face value of ₹1,00,000 each. The concentration of pledged assets in Tapasya Educational Institutions (over 99% of total pledged shares) indicates it serves as the primary collateral for this specific tranche of debt.

Veranda Learning Solutions Limited announced the constitution of the Board of Directors for its subsidiary, J.K. Shah Commerce Education Limited (JSCEL), ahead of the October 6, 2026, Record Date for the demerger of its Commerce education vertical.

The new board brings together academic legacy, governance expertise, and professional leadership to support JSCEL as a focused Commerce education platform. The entity will consolidate J.K. Shah Classes, BB Virtuals, Navkar Digital Institute, Tapasya College of Commerce, and Logic School of Management.

Board Leadership Changes

The Board of Directors and Shareholders of JSCEL approved several key appointments effective October 2026. Prof. Jitendra Kantilal Shah was designated as Chairman & Managing Director for a three-year term starting October 6, 2026. He is a Chartered Accountant with over four decades of experience in commerce education.

Two Whole-time Directors were also appointed for three-year terms effective October 5, 2026:

• Ms. Pooja Jinit Dharia: Chartered Accountant with experience in business strategy and operations.
• Mr. Vishal Jitendra Shah: Chartered Accountant with experience in business development and strategic planning.

Mr. Sreedhar Muppala was appointed as Non-Executive Non-Independent Director effective October 6, 2026.

Independent Director Appointments

To strengthen governance, four Non-Executive Independent Directors were appointed. Two were appointed for five-year terms, while two others received one-year terms:

Management and Resignations

Key managerial roles were filled to ensure operational continuity. Mr. Kalpesh J. Mehta, a Chartered Accountant with over 25 years of experience, was appointed Chief Financial Officer. Mr. Kailash S, a Company Secretary with experience at Veranda Learning Solutions, was appointed Company Secretary & Compliance Officer. Both appointments are effective October 6, 2026.

Concurrently, the Board noted the resignation of two Non-Executive Directors due to professional commitments:

• Mr. K Praveen Kumar (DIN 00591450)
• Mr. R Rangarajan (DIN 00591483)

Both resignations are effective from the close of business hours on October 6, 2026.

Demerger Context and Listing Plans

The Record Date for the demerger is October 6, 2026. Eligible shareholders of Veranda Learning as on this date will receive equity shares of JSCEL in accordance with the terms of the sanctioned Scheme of Arrangement. JSCEL will subsequently pursue listing of its equity shares on BSE Limited and National Stock Exchange of India Limited, subject to applicable approvals.

Mr. Suresh Kalpathi, Executive Director and Chairman, Veranda Learning Solutions, stated that the board constitution marks an important step for the Commerce business beginning its next chapter as a focused entity. Prof. J.K. Shah emphasized that JSCEL aims to build on its legacy and take Commerce education to a larger audience.