Veranda Learning Solutions Limited has received a significant regulatory milestone with BSE Limited issuing an observation letter containing 'no adverse observations' for its proposed Composite Scheme of Arrangement on January 19, 2026. This development marks a crucial step forward in the company's corporate restructuring initiative that was initially approved by the Board of Directors on September 11, 2025.

Scheme Structure and Participants

The Composite Scheme of Arrangement involves three entities operating under Sections 230 to 232 of the Companies Act, 2013. The arrangement includes Veranda Learning Solutions Limited serving dual roles as both the amalgamated company and demerged company, Veranda XL Learning Solutions Private Limited as the amalgamating company, and J.K. Shah Commerce Education Limited as the resulting company.

BSE Conditions and Requirements

BSE Limited has outlined 17 comprehensive conditions that must be fulfilled as part of the scheme approval process. These requirements encompass detailed disclosure obligations, compliance measures, and specific procedural requirements.

Key Disclosure Requirements

The exchange has mandated extensive disclosure requirements including:

• Complete details of ongoing adjudication and recovery proceedings against the company, promoters, and directors
• Comprehensive information about all unlisted companies involved in the scheme
• Financial details including revenue, profit after tax, and EBITDA for the last three years
• Pre and post-scheme shareholding patterns of all involved companies
• Capital structure details since incorporation and for the last three years

Compliance and Procedural Obligations

Listing Requirements for J.K. Shah Commerce Education Limited

The scheme includes specific provisions for the listing of J.K. Shah Commerce Education Limited shares, subject to SEBI approval and compliance with Securities Contract Regulations Rules, 1957. BSE has outlined detailed requirements including submission of an Information Memorandum, newspaper advertisements with comprehensive company details, and continuous disclosure obligations.

The exchange has specified that shares allotted pursuant to the scheme will remain frozen in the depository system until listing and trading permissions are granted. Additionally, there must be no changes in the shareholding pattern of J.K. Shah Commerce Education Limited between the record date and listing that could affect the approval status.

Regulatory Framework and Next Steps

The observation letter operates under Regulation 37 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, and references SEBI Master Circular dated June 20, 2023. The scheme documentation is available on the company's website at the composite scheme arrangement section.

BSE has reserved the right to withdraw its 'no adverse observation' status if any submitted information is found to be incomplete, incorrect, misleading, or false. The company must now proceed to file the scheme with the National Company Law Tribunal within the six-month validity period while ensuring compliance with all specified conditions and requirements.

Veranda Learning Solutions Limited's promoters have submitted a mandatory regulatory disclosure regarding pledge creation and modification on their shareholdings, as required under SEBI regulations.

Regulatory Disclosure Details

The disclosure was made by the company's promoters under Regulation 31 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The regulation mandates disclosure of any creation or modification of pledges on shares held by promoters and other significant stakeholders.

Promoter Information

The disclosure was jointly submitted by three promoters of Veranda Learning Solutions Limited:

• Kalpathi S. Aghoram
• Kalpathi S. Ganesh
• Kalpathi S. Suresh

The promoters collectively made the requisite disclosure in respect of the creation of pledge over shares and the subsequent modification in the encumbered shares, as stated in their formal communication.

Regulatory Compliance

The disclosure was formally communicated to multiple regulatory and corporate entities to ensure full compliance:

This disclosure fulfills the mandatory requirements under SEBI's takeover regulations, which aim to maintain transparency in shareholding patterns and any encumbrances on shares held by promoters and significant stakeholders. The formal submission ensures all relevant parties are informed of the pledge-related transactions involving the promoter shareholdings.