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.

Leadership and Strategic Focus

J.K. Shah Commerce Education Limited will be led by Prof. J.K. Shah as Executive Director cum Chairman. He will provide strategic leadership as the company builds on its legacy and expands its presence in commerce education.

Suresh Kalpathi, Executive Director and Chairman of Veranda Learning Solutions Limited, stated that the record date marks a milestone in the demerger of the commerce business. He noted that creating a focused, independently managed commerce education company will enable greater agility, sharper execution, and dedicated growth strategies, allowing shareholders to participate directly in its future growth.

Brands Under JSCEL Umbrella

The demerger will bring Veranda Learning's commerce education businesses and brands under JSCEL. These include:

• J.K. Shah Classes
• BB Virtuals
• Navkar Digital Institute
• Tapasya College of Commerce
• Logic School of Management

Prof. J.K. Shah stated that this structure allows JSCEL to deepen academic offerings, strengthen market presence, and build on the trust placed in the J.K. Shah legacy. The focused structure is intended to provide the commerce education business with greater operational independence and strategic focus.

Veranda Learning Solutions Limited announced that its wholly owned subsidiary, J.K. Shah Commerce Education Limited (JSCEL), has approved the issuance of ₹143 crore in non-convertible debentures (NCDs). The private placement aims to repay existing debt from RBL Bank and support general corporate purposes.

The instrument comprises Senior, Secured, Redeemable, Unrated, and Unlisted NCDs with a face value of ₹1 lakh each. The tenor of the debentures is set at five years from the deemed date of allotment. Interest payments will be made on redemption, featuring a fixed coupon rate of 0.001% per annum.

Security and Utilization Details

The principal amount and accrued interest are secured by a charge on all movable and immovable assets of JSCEL. The company maintains a minimum security cover of 1x the outstanding principal and accrued interest at all times. Proceeds will be utilized for:

• Repayment of the entire existing loan facility from RBL Bank Limited.
• General corporate purposes.

Issue Specifics

What the Numbers Show

The near-zero coupon rate of 0.001% per annum is an unusual feature for a five-year debt instrument, suggesting that the primary economic driver for investors may lie in structural features or related-party arrangements rather than yield generation. The requirement for a 1x security cover against all movable and immovable assets indicates a fully collateralized structure, mitigating credit risk for holders despite the unrated status.