Veranda Learning Solutions Limited disclosed that J.K. Shah Commerce Education Limited (JSCEL) allotted ₹110 crore in Non-Convertible Debentures (NCDs) to three members of the Kalpathi family on September 24, 2026.

The allotment involves 11,000 senior, secured, redeemable, unrated, and unlisted NCDs with a face value of ₹1 lakh each. The transaction was executed on a private placement basis.

Key Instrument Details

The disclosure outlines specific terms for the debt instruments issued by JSCEL, the resulting company under the composite scheme of arrangement.

Investors and Utilization of Funds

The NCDs were allotted to Mr. Kalpathi S Aghoram, Mr. Kalpathi S Ganesh, and Mr. Kalpathi S Suresh. The proceeds from this issue are designated for two primary purposes:

• Closure of existing loan facility from RBL Bank Limited
• General corporate purposes

Regulatory Context

This disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It follows observation letters issued by the National Stock Exchange and BSE regarding the composite scheme involving Veranda Learning Solutions Limited, Veranda XL Learning Solutions Private Limited, and JSCEL.

What the Numbers Show

The coupon rate of 0.001% per annum is exceptionally low for a corporate debt instrument, suggesting the issuance is likely structured as a related-party financing mechanism rather than a market-rate borrowing. Additionally, the requirement for a minimum 1x security cover on all assets indicates a conservative collateral arrangement for the investors.

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.