Veranda Learning Solutions Limited has fixed Tuesday, October 6, 2026 as the record date for shareholders eligible to receive equity shares in J.K. Shah Commerce Education Limited (JSCEL). This allotment follows the effectiveness of the composite scheme of arrangement sanctioned by the National Company Law Tribunal, Chennai Bench.

Under the scheme, shareholders of Veranda Learning will receive one fully paid-up equity share of JSCEL with a face value of ₹10 for every one fully paid-up equity share of Veranda Learning with a face value of ₹10 held on the record date. The arrangement involves Veranda Learning Solutions Limited, Veranda XL Learning Solutions Private Limited, and J.K. Shah Commerce Education Limited.

The National Company Law Tribunal, Chennai Bench sanctioned the composite scheme of arrangement via an order dated August 20, 2026. The company previously intimated the effectiveness of this scheme in a letter dated August 31, 2026.

Allotment Details

The equity shares to be allotted by JSCEL are proposed to be listed with BSE Limited and the National Stock Exchange of India Limited, subject to necessary regulatory approvals. The company disclosed that this information is also hosted on its official website under the composite scheme of arrangement section.

This corporate action is executed pursuant to Regulations 30 and 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Veranda Learning Solutions promoters Kalpathi S Aghoram, Kalpathi S Ganesh, and Kalpathi S Suresh have created a pledge on 12,00,000 equity shares. The encumbrance serves as security for a ₹111 crore personal credit facility availed from Authum Investment and Infrastructure Limited.

The disclosure, filed with BSE and NSE under Regulation 30 read with Regulation 30A of the SEBI Listing Regulations, indicates that each promoter pledged 4,00,000 shares. The unattested pledge agreement was executed on September 21, 2026, with the event disclosed on September 22, 2026.

Pledge details and shareholding impact

The table below outlines the specific changes in promoter holdings resulting from the pledge creation. Prior to this event, the three promoters collectively held 99,00,000 shares in an encumbered state. The new pledge increases the total number of encumbered shares held by the promoters to 2,19,00,000.

Note: Percentages are calculated based on total share capital.

Lender relationship and security terms

Authum Investment and Infrastructure Limited is identified as a significant shareholder of Veranda Learning, holding 10.8% of the paid-up equity share capital as on September 18, 2026. Consequently, Authum is classified as a 'related party' under Regulation 2(1)(zb) of the SEBI Listing Regulations and Section 2(76) of the Companies Act, 2013. The company itself is not a party to the pledge agreement; the transaction is strictly between the promoters in their personal capacity and the lender.

The agreement creates a first-ranking and exclusive pledge over the equity shares. It includes customary provisions requiring the pledgors to maintain an agreed security cover. In the event of a shortfall, the promoters are obligated to provide additional security or undertake other remedial measures as per the transaction documents.

What the numbers show

The collective promoter holding stands at 3,06,69,650 shares, representing 31.84% of the company's total share capital. Following the creation of the new pledge, the proportion of promoter-held shares that are encumbered has risen significantly. Before this transaction, 99,00,000 shares were already pledged, accounting for roughly one-third of their total stake. With the addition of 12,00,000 newly pledged shares, the total encumbered holding reaches 2,19,00,000 shares, or 22.74% of the company's total equity base. This means approximately 71% of the total shares held by the three promoters are now subject to encumbrance, leaving a smaller unencumbered buffer against potential market volatility.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE0IQ001011/537f0f0b-e9b0-4a33-94f4-89a3f5ef83d3.pdf