Veranda Learning Solutions Limited has announced that its equity shareholders have approved the Composite Scheme of Arrangement at a meeting convened pursuant to the directions of the Hon'ble National Company Law Tribunal (NCLT), Chennai Bench. The resolution was passed with the requisite statutory majority, reflecting strong shareholder support for the proposed restructuring.

Meeting Overview and Voting Results

The meeting was held via Video Conferencing/Other Audio Visual Means on April 24, 2026, from 11:00 A.M. to 11:30 A.M. (IST). The voting process demonstrated robust participation across all shareholder categories, with 66.25% of total shares participating in the process.

Composite Scheme of Arrangement Details

The approved scheme involves a corporate restructuring among three entities under Sections 230 to 232 of the Companies Act, 2013: Veranda Learning Solutions Limited (Amalgamated and Demerged Company), Veranda XL Learning Solutions Private Limited (Amalgamating Company), and J.K. Shah Commerce Education Limited (Resulting Company).

The Scheme provides for the demerger of Veranda's commerce vertical into J.K. Shah Commerce Education Limited, enabling the business to operate as an independent, focused entity. The move is aimed at simplifying the group structure, sharpening strategic focus across verticals, and unlocking long-term value for shareholders, while also paving the way for a potential separate listing of the commerce entity.

Meeting Proceedings and Regulatory Compliance

As per the official regulatory filing under SEBI Regulation 30, the meeting was conducted in full compliance with the Companies Act, 2013, SEBI Listing Regulations, and Secretarial Standard on General Meetings (SS-2). The company implemented a comprehensive e-voting system through Central Depository Services (India) Limited (CDSL), with remote e-voting available from April 20, 2026 (9:00 A.M.) to April 23, 2026 (5:00 P.M.).

Mr. Kalpathi S. Suresh, Chairman & Executive Director, briefed members on the salient features of the scheme and explained the rationale of the proposed demerger, highlighting the strategic benefits of creating a separate entity for the Commerce vertical. Company Secretary S. Balasundharam confirmed that all procedural requirements were met and that the proceedings were recorded for compliance purposes.

Management Commentary

Mr. Suresh Kalpathi, Chairman & Executive Director, Veranda Learning Solutions, said: "This is a key step in our strategy to build focused, high-growth education businesses. By creating an independent commerce entity, we are enabling sharper execution, greater agility, and sustained value creation for our shareholders."

Prof. J.K. Shah, Founder, J.K. Shah Classes, added: "This marks the beginning of a new phase for commerce education. As a dedicated entity, we are well positioned to scale, deepen academic excellence, and expand access to high-quality learning for students across the country."

Next Steps

With shareholder approval now secured, the company has submitted the voting results and scrutinizer's report to BSE Limited and National Stock Exchange of India Limited as required under SEBI Listing Regulations. The scheme will proceed to the next stage of regulatory approvals, including final sanction from the Hon'ble NCLT and other applicable authorities. The detailed proceedings are also available on the company's website at verandalearning.com.

Veranda Learning Solutions Limited has formally notified stock exchanges that it does not qualify as a 'Large Corporate' under current SEBI regulations, confirming its non-applicability status as of March 31, 2026.

Regulatory Compliance Filing

The company submitted its confirmation to both BSE Limited and the National Stock Exchange of India Limited on April 15, 2026. The filing specifically references SEBI Circular No. SEBI/HO/DDHS/DDHS-RACPODI/P/CIR/2023/172 dated October 19, 2023, along with any subsequent amendments to the regulation.

Non-Applicability Confirmation

Veranda Learning Solutions stated that it does not fulfill the applicability criteria specified in Para 3.2 of the aforementioned SEBI circular. This confirmation indicates that the company does not meet the threshold requirements that would classify it as a 'Large Corporate' entity under the regulatory framework.

Authorization and Documentation

The regulatory filing was digitally signed by S Balasundharam, who serves as the Company Secretary and Compliance Officer. The digital signature was applied on April 15, 2026, at 12:06:57 with timezone offset +05'30'. Balasundharam holds membership number ACS-11114 with the Institute of Company Secretaries of India.

This filing ensures the company remains compliant with SEBI's disclosure requirements regarding the applicability of Large Corporate regulations, providing transparency to investors and regulatory authorities about its current classification status.