Veranda Learning Solutions Limited — Capital/Financing Update 2025

Sep 11, 2025

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Veranda Learning Solutions Limited

September 11,2025

BSE Limited Dept of Corporate Services, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001 Scrip Code: 543514

National Stock Exchange of India Limited The Listing Department, Exchange Plaza, Bandra Kurla Complex, Mumbai – 400 051 Symbol: VERANDA

Dear Sir/Madam,

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

Please find enclosed a copy of the press release titled “Veranda Learning Announces Demerger of Commerce Vertical” for your reference.

Kindly take the same on record and display on the website of your exchange. This information will also be available on the Company's website at https://www.verandalearning.com/web/index.php/stock-exchange-intimations.

Thanks & Regards For Veranda Learning Solutions Limited

SWAMINADHAN Digitally signed by SWAMINADHAN BALASUNDHARA BALASUNDHARAM M Date: 2025.09.11 13:44:42 +05'30'

S Balasundharam Company Secretary & Compliance Officer M. No: ACS-11114

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contact@verandalearning.com www.verandalearning.com

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+91 44 4690 1007

G.R. Complex First floor No.807808, Anna Salai, Nandanam, Chennai -600 035

CIN: L74999TN2018PLC125880

Veranda Learning Announces Demerger of Commerce Ver�cal

Launches J.K. Shah Commerce Educa�on Limited

Chennai: end-to-end solu�ons in the educa�on space, today announced that its Board of Directors has approved the formal demerger of its Commerce ver�cal as part of the company’s ‘Veranda 2.0’ vision. As part of this vision, the Commerce ver�cal is being posi�oned not only as India’s leading test prepara�on pla�orm for finance and accoun�ng aspirants but also as a gateway to interna�onal career opportuni�es. In addi�on to its strong domes�c offerings, the ver�cal already provides globally recognised courses such as CPA (Cer�fied Public Accountant) and CFA (Chartered Financial Analyst), thereby broadening its global relevance. The growth outlook is further strengthened by the expected expansion in enrolments for these interna�onal courses, posi�oning the ver�cal to tap into rising global demand.

Veranda XL Learning Solu�ons Pvt Ltd, the principal company within the Commerce por�olio. With this acquisi�on, Veranda XL has become a wholly owned subsidiary, simplifying the group structure and paving the way for the demerger. Importantly, Prof. J.K. Shah will con�nue to have an economic interest in the new en�ty, underscoring his long-term commitment to the business.

The newly created en�ty has been named J.K. Shah Commerce Educa�on Limited, serving as the pla�orm for all future opera�ons of the Commerce ver�cal. This en�ty will integrate Veranda’s leading commerce educa�on brands—J.K. Shah Classes, BB Virtuals, Navkar Digital Ins�tute, Tapasya College of Commerce, and Logic School of Management—into a single powerhouse, offering test prepara�on for CA (Chartered Accountancy), CS (Company Secretary), CMA (Cost and Management Accountancy) and ACCA (Associa�on of Chartered Cer�fied Accountants) aspirants across India and interna�onal markets.

With a proven legacy of mentoring thousands of Chartered Accountancy rankers, the ver�cal has consistently maintained a reputa�on for excellence and trust among students na�onwide. Speaking on the development, Suresh Kalpathi, Execu�ve Director and Chairman of Veranda Learning Solu�ons, said: “By crea�ng J.K. Shah Commerce Educa�on Limited as an independent en�ty, we are unlocking long-term value for our shareholders, while empowering the ver�cal to pursue accelerated growth in one of India’s most compe��ve educa�on domains. The move will provide sharper focus, greater agility, and independent access to capital markets, thereby enhancing opportuni�es for students and stakeholders alike.”

Prof. J.K. Shah, who will serve as Chairman and CEO of J.K. Shah Commerce Educa�on Limited, added: “The new structure brings together some of the strongest names in commerce test prepara�on under one umbrella. Our commitment has always been to nurture the aspira�ons of students pursuing finance and accoun�ng qualifica�ons. With the integrated focus on both domes�c and interna�onal professional courses, including CPA and CFA, we are excited to help Indian students access global career pathways while con�nuing to consolidate our leadership in India.”

Strategic Outlook and Projec�ons

• crore by FY30 with CAGR of 31%.

• accoun�ng qualifica�ons. This includes the growing uptake of global professional courses such as CPA and CFA, which are expected to be key contributors to long-term growth.

• Expansion into digital and hybrid delivery models will enhance reach and accessibility.

• in EBITDA margins.

• The ver�cal will leverage its strong brand equity and proven academic outcomes to consolidate leadership in the professional educa�on ecosystem.

Shareholder Value Crea�on

Upon comple�on of the demerger, each shareholder of Veranda Learning Solu�ons will receive one share in J.K. Shah Commerce Educa�on Limited. Subject to regulatory and statutory clearances, including approvals from the NCLT, the shares of the new en�ty will be listed on NSE and BSE via the automa�c lis�ng route. The es�mated �meline for comple�on of the demerger and lis�ng process is approximately 12 months.

This strategic restructuring is expected to:

• Enhance value for Veranda Learning’s shareholders,

• Improve opera�onal focus,

• Posi�on the Commerce Test Prep business for independent capital access, innova�on, and accelerated growth.

Safe Harbour

This press release contains certain forward-looking statements regarding our plans, strategies, inten�ons, and beliefs concerning our business and the markets in which we operate. We assume no obliga�on to update these statements as circumstances change. There are risks and uncertain�es that could cause actual events to differ materially from these forward-looking statements. Readers and investors are advised to exercise cau�on in taking an investment decision based on the above press release.

About Veranda Learning Solu�ons

Established in 2018 by the Kalpathi AGS Group, Veranda Learning Solu�ons Limited has rapidly evolved into a prominent, publicly listed educa�on company. With a strong presence in schools, colleges, test prepara�on, study abroad, and so�ware upskilling, Veranda has expanded its na�onwide reach and impact. The company integrates advanced technology, robust processes, and innova�ve methodologies to offer high-quality, personalized learning experiences. Commi�ed to driving student success and academic excellence, Veranda employs a mul�-modal delivery system supported by a disciplined and comprehensive learning framework. For more informa�on, please visit www.verandalearning.com