Veranda Learning Solutions Limited has successfully filed its Commerce Vertical demerger scheme with the National Company Law Tribunal (NCLT) Chennai, marking a significant milestone in the company's strategic restructuring plans. The filing follows the receipt of observation letters with "no adverse observations" from both the National Stock Exchange of India Limited and BSE Limited.

Demerger Structure and Compliance

The proposed scheme involves the demerger of Veranda Learning's Commerce Education business into a newly incorporated entity, J.K. Shah Commerce Education Limited. The restructuring has been designed in compliance with applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Brand Consolidation and Academic Excellence

J.K. Shah Commerce Education Limited will serve as the platform for all present and future operations of Veranda Learning's commerce vertical. The new entity will consolidate several established brands under one umbrella:

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

The entity will offer CA, CS, CMA and ACCA test preparation across India and overseas. The commerce vertical has demonstrated strong academic performance, with students securing the top three All India Ranks in the CA Final September 2025 examinations and producing 141 CA All-India Rankers in the May 2025 examinations, including AIRs 1, 2 and 3 in CA Finals.

Strategic Objectives and Leadership

The proposed demerger is designed to create a focused, standalone listed commerce education platform with several strategic advantages:

• Sharper strategic and operational focus
• Independent capital allocation aligned to sector-specific requirements
• Improved valuation transparency
• Long-term value creation for shareholders

Prof. J.K. Shah will serve as chairman of the new entity, ensuring leadership continuity and long-term strategic alignment.

Management Commentary

Mr. Suresh Kalpathi, Executive Director and Chairman of Veranda Learning, commented on the development: "The filing of the scheme with the NCLT marks an important milestone in the demerger process. This move reflects our strategy of building focused education platforms supported by strong governance, transparency, and sustainable value creation."

Prof. J.K. Shah, Founder of J.K. Shah Classes, added: "With the scheme now filed, we are closer to establishing a dedicated commerce education platform that can scale efficiently while continuing to uphold high academic and governance standards."

Next Steps and Approvals

With the scheme now filed before the NCLT, the commerce vertical demerger is progressing as planned. The process remains subject to shareholder and other statutory approvals, in line with applicable regulatory requirements. The company has indicated that the demerger timeline is on track following this important regulatory filing.

Veranda Learning Solutions Limited has completed the allotment of 4,37,956 equity shares under its Employee Stock Option Plan 2022 on January 21, 2026. The allotment was approved by the company's Allotment Committee during a meeting held on the same day, which commenced at 4:30 PM and concluded at 5:00 PM.

Share Allotment Details

The company allotted the equity shares to eligible grantees pursuant to the exercise of stock options granted under the Veranda Learning Solutions Limited - Employee Stock Option Plan 2022. Each share carries a face value of ₹10.00 and was issued at an exercise price of ₹68.50 per share.

Impact on Share Capital

Following the allotment, the company's paid-up share capital has increased substantially. The share capital structure changed as detailed below:

Regulatory Compliance

The allotment has been conducted in accordance with Regulation 10(c) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The company has provided comprehensive disclosure details as required by the regulatory framework.

Key Regulatory Information:

• ISIN Number: INE0IQ001011
• Distinctive Numbers: 9,57,31,680 to 9,61,69,635
• Stock Exchange Listing: BSE Limited and National Stock Exchange of India Limited
• BSE Scrip Code: 543514
• NSE Symbol: VERANDA

Share Characteristics

The newly allotted equity shares will rank pari-passu with the existing equity shares of the company in all respects. No lock-in period applies to these shares, and no listing fees are payable for this allotment. The shares have been issued in dematerialized form under the specified ISIN number.

The company's registered office is located at G.R. Complex, First floor, No.807-808, Anna Salai, Nandanam, Chennai - 600035. The allotment information has been communicated to both BSE and NSE for record-keeping and website display purposes.