Veranda Learning Solutions Limited — Proxy Solicitation & Information Statement 2026

Mar 23, 2026

Veranda Learning Solutions Limited

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March 23, 2026

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: Notice convening Meeting of the Equity Shareholders of Veranda Learning Solutions Limited pursuant to the Order of the Hon’ble National Company Law Tribunal, Chennai Bench

In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, as amended ( “SEBI Listing Regulations” ), we hereby wish to inform that pursuant to the Order dated March 18, 2026, ( “Order” ) the Hon’ble National Company Law Tribunal, Chennai Bench ( “NCLT” ) in the Company Scheme Application No. C.A .(CAA)/13/CHE/2026, Meeting of the Equity Shareholders of Veranda Learning Solutions Limited ( “the Company” ) is scheduled to be held on Friday, April 24, 2026 at 11.00 A.M (IST) , through Video Conferencing ( “VC” )/ Other Audio Visual Means ( “OAVM” ) ( “Meeting” ) for the purpose of considering, and if thought fit, approving the Composite Scheme of Arrangement amongst the Company, Veranda XL Learning Solutions Private Limited, J.K.Shah Commerce Education Limited and their respective shareholders and creditors (“the Scheme”).

We enclose herewith the copy of the Notice of the aforesaid Meeting along with the Explanatory Statements under Section(s) 102, 230 to 232 and other applicable provisions of the Companies Act, 2013 ( “ the Act” ) read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the SEBI Listing Regulations and applicable SEBI Circulars. The related Annexures for the aforesaid Notice are available on the website of the Company at Notice of the NCLT convened Meeting of Equity Shareholders.

The Notices of the aforesaid Meeting along with the Annexures thereto are being sent through electronic means to the Equity Shareholders of the Company, on Monday, March 23, 2026 at their e-mail addresses registered with the Company/ Registrar and Transfer Agents /Depositories.

Equity Shareholders whose names are recorded in the Register of Members maintained by the Company/ RTA or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-Off Date, i.e., Friday, April 17, 2026 , shall be entitled to attend and exercise their voting rights on the Resolutions proposed at the Meeting. The voting rights of the Equity Shareholders shall be in the same proportion to the paid-up equity share capital held.

Pursuant to the provisions of Section 108 and other provisions of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, Regulation 44 and other provisions of the SEBI Listing Regulations as well as other applicable circulars issued by SEBI, the General Circulars issued by Ministry of Corporate Affairs for providing e-Voting facility at general meeting convened over VC/OAVM and Secretarial Standards-2, the Company will be providing at the Meeting, the facility of remote e-Voting prior to the Meeting and e-Voting at the Meeting in respect of the business to be transacted at the Meeting. For the Meeting, the Company has appointed Central Depository Services (India) Limited ( “CDSL” ) to provide the facility of casting votes by the shareholders using remote e-Voting / e-Voting system as well as to enable the shareholders of the Company to attend and participate in the Meeting through VC/OAVM.

Veranda Learning Solutions Limited

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G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai - 600 035 CIN: L74999TN2018PLC125880 Email- secretarial@verandalearning.com www.verandalearning.com Ph: +91 44 4690 1007

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Veranda Learning Solutions Limited

The period for remote e-Voting prior to the Meeting commences on Monday, April 20, 2026 at 9.00 a.m. (IST) and ends on Thursday, April 23, 2026 at 5.00 p.m. (IST) . CDSL will disable the remote e-Voting system thereafter. The Company is also providing e-Voting facility at the Meeting.

The detailed instructions for joining the Meeting through VC/OAVM, manner of casting vote through remote e-Voting/ e-Voting and registration of e-mail addresses of the shareholders for the Meeting are provided in the ‘Notes’ section of the Notice convening the Meeting.

• The Notice is available on the website of the Company at https://www.verandalearning.com/web/index.php/composite scheme-arrangement and on the website of CDSL at https://www.evotingindia.com/. The Notice will also be made available on the website of SEBI at www.sebi.gov.in and on the website of BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively.

This is for the information of the Exchanges and the Members.

Thanks & Regards,

For Veranda Learning Solutions Limited

S Digitally signed by S BALASUNDHARAM BALASUNDHARAM Date: 2026.03.23 17:22:54 +05'30'

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

Encl: As attached

Veranda Learning Solutions Limited

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G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai - 600 035 CIN: L74999TN2018PLC125880 Email- secretarial@verandalearning.com www.verandalearning.com Ph: +91 44 4690 1007

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Veranda Learning Solutions Limited CIN: L74999TN2018PLC125880

Registered Office: G.R Complex, First Floor, No.807-808, Anna Salai, Nandanam, Chennai - 600035

Ph: +91 44 4690 1007 Website: www.verandalearning.com Email: secretarial@verandalearning.com

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF VERANDA LEARNING SOLUTIONS LIMITED (PURSUANT TO THE ORDER DATED MARCH 18, 2026, OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH)

MEETING DETAILS
Day		Friday
Date		April 24, 2026
Time		11: 00 A.M (I.S.T)
Mode of Meeting		Through Video Conferencing / Other Audio Visual (“VC/OAVM”)
Cut-off date for e-voting		Friday, April 17, 2026
Remote e-voting start date and time		Monday, April 20, 2026 at 09:00 AM(I.S.T)
Remote e-voting end date and time		Thursday, April 23, 2026 at 5:00 PM(I.S.T)
			Page No. 1 15 40 87 114
S. No.		Contents	Page No.
1.	Notice convening meeting of the equity shareholders of Veranda Learning Solutions Limited (“VLS”/ “the Company”) under Section(s) 230 to 232 of the Companies Act, 2013 (“the Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016(“CAA Rules”) (“Notice”).		1
2.	Explanatory Statement in terms of Sections 230 to 232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the CAA Rules, Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with applicable circulars issued by Securities Exchange Board of India(“SEBI”).		15
	Annexures
3.	Composite Scheme of Arrangement between Veranda Learning Solutions Limited (“Amalgamated Company” / “Demerged Company”/ “VLS”) and Veranda XL Learning Solutions Private Limited (“Amalgamating Company”/ “VXLS”), and J.K. Shah Commerce Education Limited (“Resulting Company”/ “JSCEL”) and their respective shareholders and creditors under Sections 230 to 232 of the Act (“the Scheme”) enclosed asAnnexure 1.		40
4.	Share entitlement ratio report dated September 11, 2025, issued by Ms. Vandana Sankhala, Registered Valuer (with IBBI Registration No. IBBI/RV/06/2019/11578), enclosed as Annexure 2.		87
5.	Fairness opinion datedSeptember11, 2025, issued by Systematix Corporate Services Limited, an Independent Merchant Banker (SEBI Registration No. INM000004224), enclosed asAnnexure 3.		114

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6.	Certificate dated September 18, 2025, issued by Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S), the Statutory Auditors of VLS, certifying that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act and applicable rules thereunder, for the purpose of Amalgamation, enclosed asAnnexure 4A.	120
7.	Certificate dated September 18, 2025, issued by Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S), the Statutory Auditors of VLS, certifying that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act and applicable rules thereunder, for thepurpose of Demerger, enclosed asAnnexure 4B.	123
8.	Certificate dated September 18, 2025, issued by Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S), the Statutory Auditors of VXLS, certifying that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act and applicable rules thereunder, enclosed asAnnexure 4C.	126
9.	Certificate dated September 18, 2025, issued by M A R G H and Associates, Chartered Accountants (Firm Registration No. 013468S), the Statutory Auditors of JSCEL, certifying that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act and applicable rules thereunder, enclosed asAnnexure 4D.	129
10.	Report of the Board of Directors of VLS dated September 11, 2025, enclosed asAnnexure 5A.	134
11.	Report of the Board of Directors of VXLS dated September 11, 2025, enclosed asAnnexure 5B.	142
12.	Report of the Board of Directors of JSCEL dated September 11, 2025, enclosed asAnnexure 5C.	148
13.	Report of the Audit Committee of VLS dated September 11, 2025, enclosed asAnnexure 6.	156
14.	Report of the Committee of Independent Directors of VLS dated September 11, 2025, enclosed asAnnexure 7.	165
15.	Audited Financial Statements along with Auditor’s Report of VLS for the financial year ended March 31, 2025 enclosed asAnnexure 8.	174
16.	Unaudited Financial Results of VLS for the quarter and nine months ended December 31, 2025 enclosed asAnnexure 9A.	316
17.	Unaudited Financial Statements of VLS for the quarter and nine months ended December 31, 2025 enclosed asAnnexure 9B.	324
18.	Audited Financial Statements along with Auditor’s Report of VXLS for the financial year ended March 31, 2025 enclosed asAnnexure 10.	344
19.	Audited and Certified Financial Statements of VXLS for the quarter and nine months ended December 31, 2025, by Independent Chartered Accountant enclosed as Annexure 11.	402
20.	Audited Financial Statements of JSCEL from the date of its incorporation,i.e., August 13, 2025, up to December 31, 2025 by Statutory Auditor of JSCEL enclosed asAnnexure 12.	439
21.	Shareholding pattern of VLS (Pre and Post-Scheme), enclosed asAnnexure 13.	453
22.	Shareholding pattern of VXLS (Pre and Post-Scheme), enclosed asAnnexure 14.	495
23.	Shareholding pattern of JSCEL (Pre and Post-Scheme), enclosed asAnnexure 15.	504
24.	Certified true copy of the Report on Complaints submitted to the BSE Limited (“BSE”), enclosed asAnnexure 16.	534
25.	Certified true copy of the Report on Complaints submitted to the National Stock Exchange of India Limited(“NSE”), enclosed asAnnexure 17.	535
26.	Observation letter from BSE dated January 19, 2026, conveying their no adverse observations/no-objection for filing the Scheme with National Company Law Tribunal (“NCLT”), enclosed asAnnexure 18.	536

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27. Observation letter from NSE dated January 20, 2026, conveying their no adverse 542
observations/no-objection for filing the Scheme with NCLT, enclosed as Annexure 19.
28. [Details of material ongoing adjudication & recovery proceedings, prosecutions initiated, and ] 547
all other material enforcement action taken if any, against VLS, its Promoters and Directors,
as applicable, enclosed as Annexure 20.
29. [Information pertaining to the unlisted companies involved in the Scheme, i.e., VXLS and ] 549
JSCEL, in the format prescribed for abridged prospectus as specified in Part E of Schedule
VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with
relevant SEBI Scheme Circulars, enclosed as Annexure 21A (“Abridged Prospectus - 1”)
and Annexure 21B (“Abridged Prospectus - 2”), respectively.
30. [Certificate issued by ] [Systematix Corporate Services Limited, an Independent Merchant ] 571
Banker (SEBI Registration No. INM000004224), certifying the accuracy and adequacy of
the information in the Abridged Prospectus 1 and Abridged Prospectus 2, enclosed as
Annexure 22 .
31. [Capital built-up of VLS since incorporation till September 10, 2025, as certified by the ] 573
Chartered Accountant, enclosed as Annexure 23.
32. Capital built-up of VXLS since incorporation till September 10, 2025, as certified by the 579
Chartered Accountant, enclosed as Annexure 24.
33. Capital built-up of JSCEL since incorporation till September 10, 2025, as certified by the 582
Chartered Accountant, enclosed as Annexure 25.
34. Independent Auditor's Certificate in relation to non-applicability of requirement given in 584
paragraph (A)(10)(b) of Part I of SEBI master circular no. SEBI/HO/CFD/POD-2/P/ CIR/
2023/93 dated June 20, 2023 (as amended from time to time) pertaining to obtaining approval
of majority of public shareholders enclosed as Annexure 26.
35. [Resolution passed by the Board of Directors of all the companies involved in the Composite ] 590
Scheme as Annexure 27.
36. [Certificate on the Statement of pre scheme and post scheme details of assets, liabilities, ] 611
revenue and net worth of VLS and JSCEL as at March 31, 2025 as certified by the Chartered
Accountant, enclosed as Annexure 28.
37. Post-demerger and merger balance sheet of VLS and JSCEL is enclosed as Annexure 29. 618
38. [Certificate on Net-worth of VLS, VXLS and JSCEL as on September 30, 2025 is enclosed as ] 620
Annexure 30.
39. [Copy of Form GNL-1 filed by the Applicant Companies ] [i.e.] [, VLS, VXLS and JSCEL with ] 623
the Registrar of Companies, evidencing the filing of the Scheme enclosed as Annexure 31.
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The Notice of the Meeting, Statement under sections 102, 230 to 232 and other applicable provisions of the Act and Rule 6 of the CAA Rules, SEBI Listing Regulations, read with applicable SEBI Circulars and Annexure 1 to Annexure 31 constitute a single and complete set of documents and should be read in conjunction with each other as they form an integral part of this document.

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BEFORE THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH C.A . (CAA)/13/CHE/2026

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AMONGST

VERANDA LEARNING SOLUTIONS LIMITED, VERANDA XL LEARNING SOLUTIONS PRIVATE LIMITED, J.K. SHAH COMMERCE EDUCATION LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

In the Matter of the Companies Act, 2013 - Section 230 to Section 232 and In the Matter of:

Veranda Learning Solutions Limited (“VLS” or “Amalgamated Company” or “Demerged Company”), a company incorporated under the Companies Act, 2013 having Corporate Identification No. L74999TN2018PLC125880 and having its registered office at G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai – 600 035

and

Veranda XL Learning Solutions Private Limited (“VXLS” or “Amalgamating Company”), a company incorporated under the Companies Act, 2013, having Corporate Identification No. U80100TN2019PTC126711 and having its registered office at G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai – 600 035

and

J.K. Shah Commerce Education Limited (“JSCEL” or “Resulting Company”), a company incorporated under the Companies Act, 2013, having Corporate Identification No. U85306TN2025PLC183247 and having its registered office at G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai – 600 035

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF VERANDA LEARNING SOLUTIONS LIMITED

To,

The Equity Shareholders of Veranda Learning Solutions Limited

1. NOTICE is hereby given that, pursuant to the directions of the Hon'ble National Company Law Tribunal, Chennai Bench (“Tribunal”) vide Order dated March 18, 2026 (“Tribunal Order”), a meeting of the Equity Shareholders of VLS will be held on Friday, April 24, 2026, at 11:00 A.M (I.S.T) through Video Conferencing / Other Audio Visual Means (“VC/OAVM”) (“Meeting”) for the purpose of considering, and if thought fit, to approve the proposed Composite Scheme of Arrangement amongst Veranda Learning Solutions Limited (“VLS” or “Amalgamated Company” or “Demerged Company”), Veranda XL Learning Solutions Private Limited (“VXLS” or “Amalgamating Company”) and J.K. Shah Commerce Education Limited (“Resulting Company”) and their respective shareholders and creditors under section 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 (“the Scheme”).

2. Pursuant to the Tribunal Order and as directed therein, the Meeting will be held through VC/OAVM, in compliance with the applicable provisions of the Companies Act, 2013 (“the Act”), the Circulars issued thereunder, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with the SEBI master circular no. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023 (“SEBI Scheme Circular”), and any other applicable circulars issued by SEBI and Secretarial Standards on General Meetings as issued by the Institute of Company Secretaries of India (“SS-2”), each as amended and restated from time to time to consider, and if thought fit, to pass the following resolution for approval of the Scheme by requisite majority, as prescribed under Section 230(6) of the Act.

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1. The Scheme, if approved by the equity shareholders of VLS as per Section 230(6) of the Act read with Regulation 37 of the SEBI Listing Regulations and SEBI Scheme Circular and other applicable circulars issued by SEBI, if any, will be subject to subsequent approval of the Hon’ble Tribunal and such other approvals, permissions and sanctions from any other regulatory or statutory authority(ies) as may be deemed necessary. In terms of the SEBI Scheme Circular, VLS has provided the facility of voting by e-Voting to its shareholders.

2. In compliance with the Order of the Hon’ble Tribunal, Section 108 and other applicable provisions of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and Regulation 44 and other applicable provisions of the SEBI Listing Regulations read with SEBI Scheme Circulars and other applicable circulars issued by SEBI, SS-2 and in accordance with the requirements prescribed by Ministry of Corporate Affairs (“MCA”) for holding general meetings through VC/OAVM by following the operating procedures referred to in MCA General Circular Nos., 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11 / 2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025 (collectively the “MCA Circulars”), VLS has provided the facility of remote e-Voting prior to the Meeting as well as during the Meeting, using the service of Central Depository Services (India) Limited (“CDSL”) so as to enable the equity shareholders of VLS to consider and if thought fit, approve the Scheme by way of approval of the Resolution mentioned below. The equity shareholders may refer to the ‘Notes’ to this Notice for further details on remote e-Voting prior to the Meeting as well as e-Voting during the Meeting.

3. The Hon’ble Tribunal has appointed the undersigned to be the Chairperson of the Meeting, including for any adjournments thereof. The Hon’ble Tribunal has appointed Ms. Vinita Varshini, as Scrutinizer for the Meeting, including any adjournments thereof, to scrutinize the process of remote e-Voting prior to the Meeting as well as e-Voting during the Meeting, to ensure that it is fair and transparent.

4. The equity shareholders shall have the facility and option of voting on the Resolution for approval of the Scheme by casting their votes through remote e-Voting prior to the Meeting during the period commencing from 9.00 a.m. (IST) on Monday, April 20, 2026 and ending at 5.00 p.m. (IST) on Thursday, April 23, 2026 . The remote e-Voting module shall be disabled by CDSL for e-voting thereafter. The equity shareholders of VLS holding shares as of Friday, April 17, 2026 (“Cut-off Date”) , may cast their vote by remote e-Voting. Once the vote on the Resolution is cast by the equity shareholders, the equity shareholders shall not be allowed to change it subsequently. The voting rights of the shareholders shall be in the same proportion to the paid-up share capital held by them as at the close of the business hours as on Cut-off Date. A person who is not a holder of the equity shares as on the Cut-off Date, should treat the Notice for information purpose only.

5. The equity shareholders are requested to consider, and if thought fit, to pass with requisite majority the following Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the rules made thereunder, including the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the SEBI Master Circular No. SEBI/HO/CFD/POD‑2/P/CIR/2023/93 dated June 20, 2023, and other circulars issued by SEBI applicable to schemes of arrangement (“SEBI Scheme Circular”), and all other applicable laws, regulations, rules, notifications and circulars (including any statutory modification(s) or re‑enactment(s) thereof for the time being in force), the Observation Letters issued by BSE Limited and National Stock Exchange of India Limited on January 19, 2026 and January 20, 2026, respectively, the Memorandum and Articles of Association of Veranda Learning Solutions Limited (“VLS” or “Amalgamated Company” or “Demerged Company” or the “Company”), and subject to the sanction of the Hon’ble National Company Law Tribunal, Chennai Bench (“Hon’ble Tribunal” or “NCLT”) and such other approvals, permissions and sanctions of the

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Central Government, SEBI, the Registrar of Companies, Stock Exchanges and other Regulatory or Governmental Authorities, as may be necessary, and subject to such conditions and modifications as may be prescribed or imposed by the Hon’ble Tribunal, or by any Statutory or Regulatory Authority(ies), while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any other person authorized by it to exercise its powers including the powers conferred by this Resolution), the proposed arrangement embodied in the Composite Scheme of Arrangement amongst Veranda Learning Solutions Limited (“VLS” or “Amalgamated Company” or “Demerged Company”), Veranda XL Learning Solutions Private Limited (“VXLS” or “Amalgamating Company”), J.K. Shah Commerce Education Limited (“JSCEL” or “Resulting Company”) and their respective shareholders and creditors (“Scheme”), as annexed to this Notice of the NCLT convened Meeting of the equity shareholders, be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, proper, desirable or expedient for giving effect to this resolution and for the purpose of implementing and giving effect to the Scheme and for any matters connected therewith or incidental thereto, including: (i) accepting such modifications and/or conditions, if any, which may be required and/or imposed by the Hon’ble Tribunal or its appellate authority(ies) and/or by any Regulatory / Governmental Authorities, while sanctioning the Scheme or otherwise; (ii) settling and resolving any questions, difficulties or doubts that may arise in this regard, including passing such accounting entries and making such adjustments in the books of account as considered necessary; and (iii) finalizing, signing, executing and filing all necessary applications, petitions, affidavits, documents and writings and doing all acts, deeds and things as may be necessary in connection therewith, without being required to seek any further consent/approval of the Equity shareholders of the Company and the equity shareholders shall be deemed to have given their approval thereto expressly by authority under this Resolution.

RESOLVED FURTHER THAT the Board may delegate all or any of its powers herein conferred to any Director(s) and/or Key Managerial Personnel(s) of the Company to give effect to these Resolutions, if required, as it may in its absolute discretion deem fit, necessary or desirable, without any further approval from shareholders of VLS.”

1. TAKE FURTHER NOTICE that the Shareholders shall have the facility of casting their votes on the Resolution for approval of the Scheme either by remote electronic voting (“remote e-Voting”) or by e-Voting at the Meeting during the respective voting period stated below:

Manner of voting	Commencement of voting	End of voting
Remote e-voting	Monday, April 20, 2026, from 9.00 a.m. (IST)	Thursday, April 23, 2026 at 5.00p.m. (IST)
E-voting at the Meeting	Friday, April 24, 2026 (Upon voting being announced by the Chairperson of the Meeting)	Friday, April 24, 2026 (till the voting is open)

Remote e-Voting and e-Voting at the Meeting shall not be allowed beyond the respective voting period, as stated above. Shareholders may exercise their votes in only one mode i.e., either by remote e-Voting or by e-Voting at the Meeting. Shareholders who cast their votes by remote e-Voting may attend the meeting but will not be entitled to cast their votes again.

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1. Voting rights will be reckoned on the paid-up value of the shares registered in the name of the Shareholders of the Company on Friday, April 17, 2026 ('Cut-Off Date'). Only those Shareholders whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-Off Date will be entitled to cast their votes by remote e-voting or by e-voting at the Meeting. Those who are not Shareholders on the cut-off date should accordingly treat this Notice as for information purpose only.

2. The Company has engaged Central Depository Services (India) Limited ('CDSL') as the agency for providing the platform for both remote e-voting and e-voting at the Meeting.

3. The Tribunal has appointed (a) Mr. Anil Sharma, to be the Chairperson of the Meeting, and (b) Ms. Vinita Varshini, to be the Scrutinizer for the Meeting.

4. The Scrutinizer shall immediately after the conclusion of voting at the Meeting unblock the votes cast through remote e-Voting (votes cast during the Meeting and votes cast prior to the Meeting) and make, not later than 2 (two) working days of conclusion of the Meeting, a Consolidated Scrutinizer’s Report of the total votes cast in favor or against, if any, to the Chairperson of the Meeting or to any other person so authorized by him (in writing), who shall countersign the same.

5. The results declared along with the Scrutinizer’s Report shall be placed on the website of VLS, www.verandalearning.com, and on the website of CDSL https://www.evotingindia.com . VLS shall simultaneously communicate the results to BSE Limited and National Stock Exchange of India Limited, where the equity shares of VLS are listed.

6. The Resolution for approval of the Scheme shall, if passed by a majority in number representing three-fourths in value of the Equity Shareholders of the Company casting their votes, as aforesaid, pursuant to Section 230(6) of the Act, shall be deemed to have been duly passed on the date of the Meeting i.e., Friday, April 24, 2026.

7. The Scheme, if approved at the Meeting, will be subject to subsequent sanction of the Tribunal and such other approval(s), permission(s) and sanction(s) of regulatory or other authorities, as may be necessary.

8. A copy each of the Scheme and the Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 along with all the Annexures are enclosed herewith. A copy of this Notice and the Explanatory Statement together with the accompanying documents are also placed on the websites of the Company at www.verandalearning.com , CDSL at https://www.evotingindia.com, NSE at nseindia.com and BSE at bseindia.com.

Mr Anil Sharma Chairperson appointed for Meeting of the Equity shareholders of Veranda Learning Solutions Limited

Dated: March 21, 2026 Place: Chennai

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NOTES:

• (i) Explanatory Statement under Sections 230 to 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 ('the Act') and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 is annexed to this Notice.

• (ii) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the meeting. For this purpose, the Company has engaged Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting agency. The facility of casting votes by a member using remote e- Voting as well as the e-Voting system on the date of the meeting will be provided by CDSL.

• (iii) The attendance of the Members attending the meeting through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

• (iv) Since this Meeting is being held through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’), (a) Shareholders will not be able to appoint proxies for the Meeting, and (b) Attendance Slip & Route Map are not annexed to this Notice. The deemed venue for the Meeting shall be the registered office of the Company.

• (v) Corporate Shareholders are requested to send a certified copy of the Board Resolution authorizing their representative to attend this Meeting, pursuant to Section 113 of the Act, through e-mail to the Scrutinizer at adv.vinitavarshini@gmail.com and to the Company at secretarial@verandalearning.com or by post to the Company at G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai – 600 035.

• (vi) Shareholders are informed that in case of joint holders attending the Meeting, only such joint holder who is higher in the order of names in the Register of Members of the Company or in the Register of Beneficial Owners maintained by National Securities Depository Limited ('NSDL') / Central Depository Services (India) Limited ('CDSL') (hereinafter collectively referred to as 'Depositories') in respect of such joint holding, will be entitled to vote.

• (vii) The Notice and the Explanatory Statement together with the accompanying documents are being sent only through electronic mode to those Shareholders who have registered their e-mail addresses with the Company or with the Depositories or with KFin Technologies Limited (“KFintech”), the Company’s Registrar and Share Transfer Agent (“RTA”). These documents are also available on the Company's website at https://www.verandalearning.com/web/index.php/composite-scheme-arrangement .

Shareholders desirous of obtaining physical copies of the said Notice and the Explanatory Statement together with the accompanying documents, free of charge, may send a request to the Company Secretary, mentioning their name and DP ID & Client ID / folio, through e-mail at secretarial@verandalearning.com .

• (viii) As stated in the Notice, Shareholders shall have the facility and option of casting their votes on the Resolution for approval of the Scheme either by remote e-voting or by e-Voting at the Meeting. The Company has engaged CDSL as the agency for providing the platform for both remote e-Voting and e-voting at the Meeting. Detailed instructions for attending the Meeting and also for e-Voting are annexed.

• (ix) Shareholders who have not registered their e-mail addresses with the Company or with the Depositories or with RTA and wish to receive the Notice and the Explanatory Statement together with the accompanying documents, or attend the Meeting, or cast their votes through remote e-voting or by e-voting at the Meeting, are required to register their e-mail address with the Company at secretarial@verandalearning.com.

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• (x) SINCE THIS MEETING IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC/OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF EQUITY SHAREHOLDERS HAS BEEN DISPENSED WITH. ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS, ON ACCOUNT OF THE EQUITY SHAREHOLDERS BEING ABLE TO EXERCISE THEIR VOTE THROUGH ELECTRONIC MEANS, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE EQUITY SHAREHOLDERS WILL NOT BE AVAILABLE FOR THIS MEETING AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF THE MEETING ARE NOT ANNEXED TO THIS NOTICE.

(xi) Shareholders who would like to express their views or ask questions with respect to the agenda item of the Meeting will be required to register themselves as speaker by sending e-mail to the Company Secretary at secretarial@verandalearning.com from their registered e-mail address, mentioning their name, DP ID & Client ID and mobile number. Only those Shareholders who have registered themselves as speaker by Monday, April 20, 2026, 5:00 PM (I.S.T) will be able to speak at the Meeting. The Chairperson of the Meeting reserves the right to restrict the number of questions and/ or number of speakers, depending upon availability of time, for smooth conduct of the Meeting. Further, Shareholders who would like to have their questions / queries responded to during the Meeting are requested to send such questions / queries in advance to the Company Secretary at secretarial@verandalearning.com within the aforesaid time period.

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THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND E-VOTING DURING THE MEETING AND JOINING THROUGH VC/OAVM ARE AS UNDER:

• Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) The voting period begins on Monday, April 20, 2026, at 09:00 A.M. (I.S.T) and will end on Thursday, April 23, 2026, at 05:00 P.M. (I.S.T) During this period shareholders of the Company, holding shares in dematerialized form, as on the Cut-Off Date i.e Friday, April 17, 2026, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-Voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-Voting service providers (ESPs) providing e-Voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e- Voting to all the demat account holders, by way of a single login credential , through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-Voting process.

• Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders

Login Method

Individual Shareholders holding Securities in Demat mode withCDSL Depository

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl websitewww.cdslindia.comand click on login icon & My Easi New (Token) Tab. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e- Voting Service Providers, so that the user can visit the e- Votingserviceproviders’ website directly.

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1. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option.

2. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders holding securities in demat mode with NSDL Depository

1. If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e- Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

2. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “ Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

4. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/ mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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Individual Shareholders (holding You can also login using the login credentials of your demat account through securities in demat mode) login your Depository Participant registered with NSDL/CDSL for e-Voting through their Depository Participants facility. After Successful login, you will be able to see e-Voting option. Once (DP) you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL.

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 2499 7000

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (iv) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

• The shareholders should log on to the e-Voting website www.evotingindia.com

• Click on “Shareholders” module.

• Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• Next enter the Image Verification as displayed and Click on Login.

• If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e- voting of any company, then your existing password is to be used.

• If you are a first-time user follow the steps given below:

**For Physical shareholders and other than individual shareholders holding shares in Demat. **	**For Physical shareholders and other than individual shareholders holding shares in Demat. **
PAN	 Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders).  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	 Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

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• (v) After entering these details appropriately, click on “SUBMIT” tab.

• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (vii) For shareholders holding shares in physical form, the details can be used only for e-Voting on the resolutions contained in this Notice.

• (viii) Click on the EVSN for the relevant Veranda Learning Solutions Limited on which you choose to vote.

• (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/ NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xv) There is also an optional provision to upload BR/ POA if any uploaded, which will be made available to scrutinizer for verification.

• (ii). Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at adv.vinitavarshini@gmail.com and to the Company at secretarial@verandalearning.com, if they have voted from individual tab & not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE MEETING THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the Meeting is same as the instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-Voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the meeting.

4. Shareholders are encouraged to join the Meeting through Laptops / iPad for better experience.

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1. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

2. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/ Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

3. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request on or before Monday, April 20, 2026 mentioning their name, demat account number/folio number, email id, mobile number at secretarial@verandalearning.com. The shareholders who do not wish to speak during the meeting but have queries may send their queries on or before Monday, April 20, 2026 mentioning their name, demat account number/folio number, email id, mobile number at secretarial@verandalearning.com. These queries will be replied to by the company suitably by email.

4. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the meeting.

5. Only those shareholders, who are present in the meeting through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the meeting.

6. If any Votes are cast by the shareholders through the e-Voting available during the meeting and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-Voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL / MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- Please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending the meeting & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call toll free no. 1800 21 09911.

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BEFORE THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH C.A . (CAA)/13/CHE/2026

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AMONGST VERANDA LEARNING SOLUTIONS LIMITED, VERANDA XL LEARNING SOLUTIONS PRIVATE LIMITED, J.K. SHAH COMMERCE EDUCATION LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

In the Matter of the Companies Act, 2013 - Section 230 to Section 232 and

In the Matter of:

Veranda Learning Solutions Limited (“VLS” or “Amalgamated Company” or “Demerged Company”), a company incorporated under the Companies Act, 2013, having Corporate Identification No. L74999TN2018PLC125880 and having its registered office at G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai – 600 035.

and

Veranda XL Learning Solutions Private Limited (“VXLS” or “Amalgamating Company”), a company incorporated under the Companies Act, 2013, having Corporate Identification No. U80100TN2019PTC126711 and having its registered office at G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai – 600 035.

and

J.K. Shah Commerce Education Limited (“JSCEL” or “Resulting Company’), a company incorporated under the Companies Act, 2013, having Corporate Identification No. U85306TN2025PLC183247 and having its registered office at G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai – 600 035.

STATEMENT UNDER SECTIONS 102, 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”), RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES”), SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“SEBI LISTING REGULATIONS”) READ WITH THE SEBI SCHEME CIRCULARS (DEFINED BELOW), APPLICABLE CIRCULARS ISSUED BY SEBI, AND OTHER APPLICABLE PROVISIONS, EACH AS AMENDED AND RESTATED FROM TIME TO TIME, ACCOMPANYING THE NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF VERANDA LEARNING SOLUTIONS LIMITED (“VLS” OR “AMALGAMATED COMPANY” OR “DEMERGED COMPANY” OR THE “COMPANY”) PURSUANT TO THE ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH, DATED MARCH 18, 2026

1. Meeting to consider the Scheme of Arrangement

• (a) Pursuant to the Order dated March 18, 2026 (“Tribunal Order”) of the Hon'ble National Company Law Tribunal, Chennai Bench (“Tribunal”), the Meeting of the Equity Shareholders of VLS is being convened on Friday, April 24, 2026, at 11.00 A.M. (I.S.T) through Video Conferencing / Other Audio Visual Means, in compliance with the applicable provisions of the Act, the Circulars issued thereunder, SEBI Listing Regulations and SEBI Master Circular bearing no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 on (i) Scheme of Arrangement by Listed Entities and (ii) Relaxation under Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957, (“SEBI Scheme Circular”) and other applicable provisions, in each case as may be amended or restated from time to time for considering, and if thought fit, approving the proposed Composite Scheme of Arrangement amongst Veranda Learning Solutions Limited (“VLS” or “Amalgamated Company” or “Demerged Company”), Veranda XL Learning Solutions Private Limited (“VXLS” or “Amalgamating Company”), J.K. Shah Commerce

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Education Limited (“JSCEL” or “Resulting Company”) (collectively referred as “Applicant Companies”) and their respective shareholders and creditors under section 230 to 232 of the Companies Act, 2013 and other applicable provisions thereof (“Scheme”). A copy of the Scheme is enclosed herewith as Annexure 1 .

Capitalized terms not defined herein and used in the Notice and this Statement shall have the same meaning as ascribed to them in the Scheme.

• (b) The Scheme, inter alia, provides for:

• (i) The Amalgamation of Amalgamating Company (VXLS) into Amalgamated Company (VLS) in accordance with the provisions of Section 2(1B) and other relevant provisions of Income-tax Act, 1961 (as amended from time to time) and consequent dissolution of the Amalgamating Company without being wound up.

• (ii) The Demerger of undertaking by Demerged Company (VLS) comprising of the Commerce Education Business to the Resulting Company (JSCEL), from the Demerged Company into the Resulting Company on a going concern basis, and issue of shares by the Resulting Company to the shareholders of the Demerged Company, in accordance with Share Entitlement Ratio in consideration thereof, In accordance with the provisions of Section 2(19AA) and other relevant provisions of the Income-tax Act, 1961; (as amended from time to time)

• (iii) The reduction and cancellation of the Pre-Scheme Share capital of the Resulting Company.

• (iv) various other matters consequential or otherwise integrally connected therewith in the manner set out in the Scheme.

The Salient features of the Scheme are given in Paragraph 4 and the detailed terms of the arrangement are covered in the Scheme, a copy of which is enclosed as Annexure 1 .

2. Rationale of the Scheme

The Amalgamating Company is a wholly owned subsidiary of the Amalgamated Company. This amalgamation would inter-alia have the following benefits:

• (i) enable appropriate consolidation of activities of VXLS and VLS with pooling and more efficient utilization of their resources, greater economies of scale, reduction in overheads and other expenses and improvement in various operating parameters.

• (ii) achieve consolidation, greater integration and flexibility which will maximize overall shareholder value and improve the competitive position of the combined entity.

• (iii) achieve greater efficiency in cash management and unfettered access to cash flows generated by the combined entity which can be deployed more effectively to fund organic and inorganic growth opportunities.

• (iv) save costs as a result of flow from more focused operational efforts, rationalization, standardization and simplification of business processes, elimination of duplication and rationalization of administrative expenses.

• (v) The Amalgamation will result in reduction of multiplicity of entities, thereby reducing compliance cost of multiple entities viz., statutory filings, regulatory compliances, labour law/ establishment related compliances.

The Demerged Company proposes to demerge its Commerce Education Business (“ Demerged Undertaking ”) into the Resulting Company. The Demerger would, inter-alia, have the following benefits:

• (i) In light of the distinctive profile of the Commerce Education Business, housing the same in a separate listed entity would enable crafting of the next horizon of growth and sustained value creation for shareholders through sharper focus on the business anchored on a differentiated strategy aligned with industry specific market dynamics.

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• (ii) JSCEL is a newly incorporated entity which will have the ability to raise capital from equity and debt markets towards funding its growth requirements;

• (iii) JSCEL, as a focused entity, would attract the right sets of investors, strategic partners and collaborators, whose investment strategies and risk profiles are aligned more sharply with the Commerce Education Business;

• (iv) This Scheme would unlock the value of the Commerce Education Business for existing shareholders of JSCEL through independent market driven valuation of their shares in JSCEL which will be listed pursuant to this Scheme, along with the option and flexibility to remain invested in a pure play Commerce Education Business focused listed entity.

• (v) This Scheme will ensure long-term stability and strategic support to JSCEL and also enable the leveraging of cross synergies between the two companies.

Upon successful completion of the demerger, the entire pre-scheme share capital of the JSCEL held by VLS shall be cancelled and reduced to ensure independent holding of the entities in the hands of the shareholders, thereby achieving a mirror shareholding structure similar to that of VLS.

3. Background of the companies

I. Veranda Learning Solutions Limited (Amalgamated / Demerged Company / VLS):

• (i) VLS is a company incorporated under the Companies Act, 2013, having its Registered Office located at G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai – 600035. VLS was incorporated on November 20, 2018 (CIN No. L74999TN2018PLC125880). The equity shares of VLS are listed on the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) (hereinafter collectively referred to as the “Stock Exchanges”).

• (ii) The Amalgamated Company is engaged, inter alia , in the business of providing end-to-end solutions across the education spectrum, from K-12 schooling to professional upskilling in India and abroad.

• (iii) The objects of the Amalgamated company have been established in its Memorandum of Association. The relevant objects are set out hereunder for the perusal of the equity shareholders: -

• 1) “To carry on the business of providing management services to the education institutions whether in India or abroad like accounting, finance, human resources, training services, canteen, hostels, transportation, workshops of all professions and set up all support facilities and/or to act as advisors, consultants for setting up such institutes/classes and business as may be incidental or necessary.

• 2) To carry on in India and anywhere else in the world, the business of providing all products and services, whether for curricular, co-curricular or extra-curricular activities, including management, advisory, administration, monitoring, supervisory, consulting, technology, education management, content, pedagogy, and organizational products/services to all educational institutions (including schools, colleges, training Institutes, teaching establishments, establishments providing pre-primary, primary, secondary and higher secondary education, higher education, technical education, distance education and adult education, students, staff and related persons connected to educational institutions, and to establish promote, develop, manage, organize and conduct all educational establishments rendering services to such educational institutions by conducting general as also special courses for research and development of teaching methods, learning skills and enhancing education in areas of computers, sciences, languages, mathematics, engineering, medical, sports, arts and all other subjects of learning and imparting knowledge to students of all age groups in India and elsewhere in the world.

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• 3) To carry on in India and anywhere else in the world, the business of providing facilities to all educational institutions including supply of uniforms and educational material in all forms, provision, supply, maintenance of infrastructure facilities, career guidance and assistance in getting suitable opportunities for the students of the educational Institutions, audit facilities, consulting, reporting, recruitment, training and development of all categories of manpower required by the educational institutions, support staff, services, transportation facilities, library, software, sports facilities, housekeeping, security, teaching aids, equipment's, books, content, educational aids, educational material teaching and evaluation methods, as required for effective and efficient functioning of the educational institution and also owning, arranging, managing and providing, supplying and maintaining all supplies required by educational institutions, the students of the educational institutions including library, stationery, textbooks, uniforms, sports facilities and supplies relating to all sports, gymnasium requirements, sports-wear, equipment’s and any other supplies as may be required by the educational institutions and the persons connected to educational institutions, their staff, students and for their upkeep and maintenance, any other services as may be required by the educational institutions and the persons connected to educational institutions, their staff, students and for their upkeep and maintenance.”

• (iv) The Share Capital of the Amalgamated Company as on December 31, 2025 is as follows:

Particulars	Amount in Rupees (INR)
Authorised Share Capital 11,00,00,000 equityshares of INR 10 each	110,00,00,000
Issued, Subscribed and Paid-up Share Capital 9,57,31,679 equity shares of INR 10 each, fully paid-up	95,73,16,790

The Issued, Subscribed and Paid-up Share Capital of the Amalgamated Company undergoes changes from time to time consequent to issue and allotment of shares under the Employee Stock Option Schemes of the Amalgamated Company.

Accordingly, the Issued, Subscribed and Paid-up Share Capital has been increased to INR 96,16,96,350 consequent upon the allotment of 4,37,956 equity shares on January 21, 2026. Except for the aforesaid increase, there has been no change in the Paid up Share Capital of the Amalgamated Company.

The Amalgamated Company has also issued the following convertible warrants:

Particulars	Number of Convertible Warrants	Issue Price (INR)	Paid-up Amount (INR)	Exercise Price per Share (INR)
Unlisted Convertible Share Warrants	7,78,817	321	80.25 (per warrant)	321 (premium to INR 10 face value)

Upon exercise of all outstanding warrants, warrant holders shall be entitled to 7,78,817 fully-paid equity shares of INR 10 each at a premium of INR 311 per share. Pursuant to the effectiveness of the Scheme, these warrants shall be split and allocated between the Amalgamated Company (VLS) and the Resulting Company (JSCEL) in accordance with Clause 4.14.3 of the Scheme.

• (v) The Amalgamated company has in place the Veranda Learning Solutions Limited - Employee Stock Option Plan 2022 (“ESOP Scheme”), pursuant to which eligible employees can exercise stock Options (Options). Upon exercise of such Options by the eligible employees, the Company’s issued, subscribed and paid-up share capital may get increased from time to time.

• (vi) A copy of the Audited Financial Statements of the Amalgamated Company as on March 31, 2025, is enclosed as Annexure 8 . The Unaudited Financial Results and Statements as on December 31, 2025 of the Amalgamated Company are annexed hereto as Annexure 9A and 9B respectively. A certificate on the networth of the Amalgamated Company as at September 30, 2025, is annexed hereto as Annexure 30.

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• (vii) The details of the Promoters and Directors of the Amalgamated Company as on the date of this Notice, along with their addresses, are mentioned below:

Directors

S.No	Name	Designation	DIN	Address
1.	Mr. Kalpathi S Suresh	Executive Director cum Chairman	00526480	No.18, Habibullah Road, T. Nagar, Chennai – 600 017
2.	Mr. Kalpathi S Aghoram	Non-Executive Director cum Vice Chairman	00526585	No.18, Habibullah Road, T. Nagar, Chennai – 600 017
3.	Mr. Kalpathi S Ganesh	Non-Executive Director	00526451	No.18, Habibullah Road, T. Nagar, Chennai – 600 017
4.	Ms. Kalpathi Archana	Non-Executive Director	05331133	No. 45, Kasturi Rangan Road, Alwarpet, Teynampet, Chennai – 600018
5.	Mr. S. Lakshminarayanan	Non-Executive, Independent Director	01753098	53/25, Thirumalai Pillai Road Lane, Thygarayanagar, Chennai 600017.
6.	Ms. Revathi S. Raghunathan	Non-Executive, Independent Director	01254043	New No: 25 Old No: 15/2, Baroda Street, West Mambalam, Chennai - 600033
7.	Mr. P. B. Srinivasan	Non-Executive, Independent Director	09366225	Old No. 18, New No. 44, Venkatraman Street, Thygarayanagar H.O., Chennai – 600017
8.	Mr. Ashok Misra	Non-Executive, Independent Director	00006051	#68 Adarsh Vista, Basavanagar Main Road, Vibhuthipura, Bangalore- 560037
9.	Ms. Alamelu	Non-Executive, Independent Director	07921583	C46/3, 2nd Main Road, Thiruvengada Nagar, Ambattur, Chennai 600053

Promoters

S.No	Name	Category	Address
1.	Mr. Kalpathi S Suresh	Promoter	No.18, Habibullah Road, T. Nagar, Chennai – 600 017
2.	Mr. Kalpathi S Aghoram	Promoter	No.18, Habibullah Road, T. Nagar, Chennai – 600 017
3.	Mr. Kalpathi S Ganesh	Promoter	No.18, Habibullah Road, T. Nagar, Chennai – 600 017

(viii) Details of Change of Name

1. VLS was incorporated as “Andromeda Edutech Private Limited” on November 20, 2018.

2. The name was changed to from “Andromeda Edutech Private Limited” to “Veranda Learning Solutions Private Limited” on September 10, 2020.

3. Upon conversion into a public company, the name was further changed from “Veranda Learning Solutions Private Limited” to “Veranda Learning Solutions Limited” on October 12, 2021.

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(ix) Details of Change of registered office

• September 10, 2020 – Address changed within the local limits of Chennai from “Flat No C, 2nd Floor, Plot No. C-728-A, New No. 4/3 (Old No. 35/3), 12[th] Avenue, Ashok Nagar, Chennai – 600083” to “Old No. 54, New No. 34, Thirumalai Pillai Road, T. Nagar, Chennai – 600017.”

• May 06, 2024 – Address changed within the local limits of Chennai from “Old No. 54, New No. 34, Thirumalai Pillai Road, T. Nagar, Chennai – 600017” to “G.R Complex, First Floor, No. 807–808, Anna Salai, Nandanam, Chennai – 600035.”

(x) Amendments to the Memorandum of Association

Set out below are the amendments to Memorandum of Association of VLS during the last five years:

1. July 26, 2021 – Authorized share capital increased from Rs. 25,00,00,000 to Rs. 55,00,00,000.

2. July 30, 2021 – Equity shares consolidated from 55,00,00,000 shares of Re.1 each to 5,50,00,000 shares of Rs. 10 each.

3. September 22, 2021 – Authorized share capital increased from Rs. 55,00,00,000 to Rs. 60,00,00,000.

4. September 30, 2021 – Company converted from private to public and name changed from Veranda Learning Solutions Private Limited to Veranda Learning Solutions Limited.

5. May 27 2022 – Authorized share capital increased from Rs. 60,00,00,000 to Rs. 100,00,00,000.

6. August 07, 2023 – New objects (Clauses 3(a) 6, 7, and 8) & (Clauses 3(b) 38, 39, and 40) were inserted to undertake Core Investment Company and financial investment activities.

7. June 10, 2025 – Authorized share capital increased from Rs. 100,00,00,000 to Rs. 110,00,00,000.

II. Veranda XL Learning Solutions Private Limited (Amalgamating Company/VXLS):

• (i) VXLS is a company incorporated under the Companies Act, 2013 Act having its registered office located at G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai – 600035. VXLS was incorporated on January 04, 2019 (CIN No. U80100TN2019PTC126711). VLS beneficially holds 100.00% (One Hundred Percent.) of the equity shares of VXLS and as a result, VXLS is a wholly owned subsidiary of VLS.

• (ii) The Amalgamating Company is engaged, inter alia , in the business of providing quality education within the commerce education spectrum.

• (iii) The objects of the Amalgamating Company are set out in the Memorandum of Association. They are briefly as under:-

• 1) To carry on the business of both formal and informal education both through franchising and self owned centers to train students in both India and abroad for various educational programs including training for all competitive examinations as well, research and development of products and teaching aids to supplement education in K-12 and higher studies using latest technology tools using different mediums including internet, satellite, television, mobiles and tablet pcs.

• 2) To carry on the business of both formal and informal education, both through franchising and self owned centers to train students in both India and abroad for various educational programs including training for all competitive examinations including but not limited to CAT and other MBA entrance examinations, CET, AIEEE, IIT- JEE, NEET and other engineering and medical entrance examinations, IAS, IPS &

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other civil service examinations, CSAT, GRE, CRT, GMAT, SAT etc. To develop the business of e-learning for all educational programmes as well, research and development of products and teaching aids to supplement education in K-12 and higher studies.

• (iv) The Share Capital of the Amalgamating Company as on December 31, 2025 is as follows:

Particulars	Amount in Rupees (INR)
Authorized Share Capital 2,35,00,000 equity Shares of INR 10 each 1,40,00,000 preference Shares of INR 10 each	23,50,00,000 14,00,00,000
Issued, Subscribed and Paid-up Share Capital 1,19,42,217 equityshares of INR 10each,fully paid-up	11,94,22,170

• (v) Subsequent to December 31, 2025, there is no change in the authorised, issued, subscribed and paid-up share capital of VXLS.

• (vi) A copy of the Audited Financial Statements as on March 31, 2025 and Audited Financial Statements as on December 31, 2025 of the Amalgamating Company are annexed hereto as Annexure 10 & 11 respectively. A Certificate on the net-worth of the Amalgamating Company as at September 30, 2025 is annexed hereto as Annexure 30 .

• (vii) The details of the Promoters and Directors of the Amalgamating Company as on the date of this Notice, along with their addresses, are mentioned below:

Directors

S.No	Name	Designation	DIN	Address
1.	Mr. Jitendra Kantilal Shah	Managing Director	01795017	901, Joy Residency, 12th Road, Near Ramkrishna Mission Math, Khar West, Mumbai – 400052
2.	Mr. K Praveen Kumar	Non-Executive Director	00591450	Old No 21/1, New No.42, Neelakanda Metha Street T.Nagar Chennai – 600017
3.	Mr. R Ranagarajan	Non-Executive Director	00591483	35/4, NU Tech Eswari Apartments, Flat C, 2nd Floor, 12th Avenue, Ashok Nagar, Chennai – 600083
4.	Mr. S. Lakshminarayanan	Non-Executive Independent Director	01753098	53/25, Thirumalai Pillai Road Lane, Thygarayanagar, Chennai 600017.
5.	Mr. P. B. Srinivasan	Non-Executive Independent Director	09366225	Old No. 18, New No. 44, Venkatraman Street, Thygarayanagar H.O., Chennai – 600017

Promoters

S.No 1.	Name	Category	Address
	Veranda Learning Solutions Limited	Promoter	G.R Complex, First floor, No .807-808, Anna Salai, Nandanam, Chennai 600035

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• (viii) Details of Change of Name

• VXLS was incorporated as “Aggrence Education Management Private Limited” on January 4, 2019.

• The name of the Company was changed from “Aggrence Education Management Private Limited” to “Veranda Excel Learning Solutions Private Limited” on September 30, 2020.

• The name was further changed from “Veranda Excel Learning Solutions Private Limited” to “Veranda XL Learning Solutions Private Limited” on September 29, 2021.

• (ix) Details of Change of registered office

• September 07, 2020 – Address changed within the local limits of Chennai from “Flat No C, 2nd Floor, Plot No. C-728-A, New No. 4/3 (Old No. 35/3), 12th Avenue, Ashok Nagar, Chennai – 600083” to “Old No. 54, New No. 34, Thirumalai Pillai Road, T. Nagar, Chennai – 600017.”

• May 06, 2024 – Address changed within the local limits of Chennai from “Old No. 54, New No. 34, Thirumalai Pillai Road, T. Nagar, Chennai – 600017” to “G.R Complex, First Floor, No. 807–808, Anna Salai, Nandanam, Chennai – 600035.”

• (x) Amendments to the Memorandum of Association

Set out below are the amendments to Memorandum of Association of VXLS during the last five years:

1. September 09, 2020 - Changed the name of the company from “Aggrence Education Management Private Limited” to Veranda Excel Learning Solutions Private Limited.

2. September 23, 2020 - Altered Clause 3A of MOA:

1. To carry on the business of both formal and informal education both through franchising and self owned centers to train students in both India and abroad for various educational programs including training for all competitive examinations as well, research and development of products and teaching aids to supplement education in K-12 and higher studies using latest technology tools using different mediums including internet, satellite, television, mobiles and tablet pcs.

2. To carry on the business of both formal and informal education, both through franchising and self owned centers to train students in both India and abroad for various educational programs including training for all competitive examinations including but not limited to CAT and other MBA entrance examinations, CET, AIEEE, IIT- JEE, NEET and other engineering and medical entrance examinations, IAS, IPS & other civil service examinations, CSAT, GRE, CRT, GMAT, SAT etc. To develop the business of e-learning for all educational programmes as well, research and development of products and teaching aids to supplement education in K-12 and higher studies.

3. To carry on the business of e-learning and education in India and/or abroad in all fields of software, hardware and marketing, developing or any other related activity required for any educational, research purpose and any other purpose that may be otherwise specified and to market software related to the business of e-learning and education on behalf of itself and other companies and to carry out consultancy projects in the areas of e-learning, education and technology.

4. To carry on in India anywhere else in the world, the business of providing books, content, educational aids, and other educational material and assisting schools, colleges and all other types of educational institutions in upgrading the content and curriculum, methods of teaching and evaluating, and to impart training to teachers and staff in schools, colleges, educational institutions

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whether in collaboration with any person or otherwise, and to carry out research in the field of curriculum, content, methods of teaching, methods of valuating, methods of all round development of students in all the subjects, including computers, sports, extra-curricular and co-curricular activities and carry out all the activities in connection with the dissemination of knowledge/literature to the students, teachers and other interested and the business of licensing, franchising, public relations, image management, publishing of books and literature, data processing, developing and implementing software solutions for systems and applications, development of portals, websites, online teaching and education solutions, consultancy, system analysis and design, market research, project design, human resource management, financial services management, logistics management and security solutions and to provide technical, advisory, audit, consultancy, learning and training, quality process, standardisation and other services in respect of any such services and processes for all kinds of educational institutions and other similar allied or related sectors and fields.

5. To carry on in India and anywhere else in the world, the business of promoting, establishing, developing, maintaining, organising, undertaking, managing, operating, conducting and running all forms of educational, tutorial, counselling or guidance institutions or other institutions, related thereto, including day care and primary care institutions, crèche facilities, children support centres, institutions for imparting education, knowledge, skills, tutorial services, including technical, personality development, arts, crafts, management, vocational education / knowledge centres through schools, colleges, institutes, academy, training centres, universities or in any other forms and manner as permitted by the applicable law, and to establish, develop, provide, maintain and manage the mess, canteen, dining and drinking water facilities, dishwashing facilities, kitchen staff and support, hostel facilities, maintenance of hostels for students, and teaching and non teaching staff, guest houses for parents of students and visitors and maintain the facilities at the highest stands of quality and also to carry on the business of corporate training.

1. September 25, 2020 - Authorised share capital of the company increased from Rs. 10,00,000 (Ten Lakh) to Rs. 1,00,00,000 (One Crore) divided into 10,00,000 (Ten Lakh) equity shares of Rs. 10 each

2. September 09, 2021 – Changed the name of the company from “Veranda Excel Learning Solutions Private Limited” to “Veranda XL Learning Solutions Private Limited”.

3. May 31, 2022 - Authorised share capital of the company increased from Rs. 1,00,00,000 (One crore) to Rs. 10,00,00,000 (Ten Crore) divided into 1,00,00,000 (One Crore) equity shares of Rs. 10 each

4. Altered vide NCLT order dated November 30, 2023 on the sanctioned scheme of amalgamation between the company and J.K.Shah Education Private Limited, the Company inserted the clause –

6. To provide education, training and evaluate performance in all fields/streams of education such as Commerce, Science, Arts and any other conventional or modern streams of education. To establish, promote, maintain, conduct, franchise or otherwise to encourage aid or assist any education cause, Institution, research centre, libraries, colleges, seminars, conferences, workshops whether for Commerce, Science, Arts or any other streams of education, knowledge, practice, therapies, systems or any Institution or organization. To promote cause of education in any field of study, knowledge or practice by awarding prizes, scholarships or grants to students or otherwise and generally to encourage promote or reward the studies, researches, investigations, experiments, tests and inventions of any kind that may be considered likely to assist any business.

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1. Altered vide NCLT order dated November 30, 2023 on the sanctioned scheme of amalgamation between the company and J.K.Shah Education Private Limited, the company increased the authorised share capital of the company from Rs. Rs. 10,00,00,000 (Ten Crore) to Rs.37,50,00,000/- (Rupees Thirty-Seven Crores Fifty Lakhs) divided into 2,35,00,000/- (Two Crore Thirty-Five Lakh) Equity Shares of INR.10/- (Rupees Ten) each and 1,40,00,000 (One Crore Forty Lakh) Preference Shares of INR 10/- (Rupees Ten) each

2. Altered vide special resolution at the Extra Ordinary General Meeting held on held on March 22, for inserting the clause –

18A. To become liable for or secure or guarantee in such manner as the Company shall think fit, and in particular (i) the payment of money for issue of debentures or any other borrowings availed of or by the Company or of any other company, and/or (ii) the performance of any obligations, and to mortgage, pledge, charge, hypothecate or encumber the whole or any part of the property, assets or revenue and profits of the Company, present and future, including its uncalled capital, for money so borrowed, raised, availed or received by it or by any other company, and to give the lenders and the trustees power of sale and other powers as may seem expedient as a contract, subject to applicable laws.

• III. J.K. Shah Commerce Education Limited (JSCEL / Resulting Company):

• (i) JSCEL is a company incorporated under the Companies Act, 2013 having its registered office located at G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai – 600035. JSCEL was incorporated on August 13, 2025 (CIN No. U85306TN2025PLC183247). VLS beneficially holds 100.00% (One Hundred Percent.) of the equity shares of JSCEL and as a result, JSCEL is a wholly owned subsidiary of VLS.

• (ii) The Resulting Company is authorized to, inter alia , engage in the business of providing education, training consultancy and related services pertaining to: (a) education, training and performance evaluation across all streams and supporting institutions, scholarships and research; (b) curriculum development, teaching methods, learning materials, software solutions and publishing for educational institutions; (c) e-learning, technology services, research and teaching aids for K-12 and higher education; (d) operating educational, tutorial, counselling, hostel and support facilities; and (e) career guidance, placement services and professional education for various academic levels.

• (iii) The objects of the Resulting Company are set out in the Memorandum of Association. They are briefly as under:-

• 1) To provide education, training, and evaluate performance in all field/ streams of education such as Commerce, Science, Arts and any other conventional or modern streams of education and to establish, promote, maintain, conduct, franchise or otherwise to encourage, aid or assist any education cause, Institution, research centre, libraries, colleges, seminars, conferences, workshops whether for Commerce, Science, Arts or any other streams of education, knowledge, practice, therapies, systems or any Institute or organization and to promote cause of education in any field of study, knowledge or practice by awarding prizes, scholarships or grants to students or otherwise and generally to encourage promote or reward the studies, researches, investigations, experiments, tests and inventions of any kind that may be considered likely to assist any business.

• 2) To carry on in India anywhere else in the world, the business of providing books, content, educational documents, materials and assisting schools, colleges , educational institutions and upgrading the content and curriculum, methods of teaching , evaluating, and to impart training to all in schools, colleges, educational institutions whether in collaboration with any person or otherwise, and to carry out research in the field of curriculum, content, methods of teaching, methods of valuating, methods of all round development of students in all the subjects, including computers, sports, extracurricular and co-curricular activities and carry out all the activities in connection with the dissemination of knowledge/literature to

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the students, teachers and other interested and the business of licensing, franchising, public relations, image management, publishing of books and literature, data processing, developing and implementing software solutions for systems and applications, development of portals, websites, online teaching and education solutions, and other services in respect of any such services and processes for all kinds of educational institutions and other similar allied or related sectors and fields.

• 3) To carry on the business of e-learning and education in India and/or abroad in all fields of software, hardware and marketing, developing or any other related activity required for any educational, research purpose and any other purpose that may be otherwise specified and to carry out consultancy projects in the areas of e-learning, education and technology and the business of elearning for all educational programmes, research and development of products and teaching aids to supplement education in K-12 and higher studies.

• 4) To carry on in India and anywhere else in the world, the business of promoting, establishing, developing, maintaining, organizing, undertaking, managing, operating, conducting and running all forms of educational, tutorial, counselling or guidance institutions or other institutions, related thereto, including day care and primary care institutions, creche facilities, institutions for imparting education, knowledge, skills, tutorial services, including technical, personality development, arts, crafts, management, vocational education / knowledge centres through schools, colleges, institutes, academy, Training centres, universities or in any other forms and manner as permitted by the applicable law, and to establish, develop, provide, maintain, operate mange the mess, cafeteria, canteen, dining and drinking water facilities, dishwashing facilities, kitchen staff and support, hostel facilities, maintenance of hostels for students, teaching and non teaching staff, guest houses for parents of students.

• 5) To offer instruction and other forms of training so as to prepare students to take up graduation, postgraduation and professional course exams and to conduct continuous education and training programs and to offer career counseling and placement facilities and to engage in computer, Management and Professional education, training and development”

• (iv) The Share Capital of the Resulting Company as on December 31, 2025 is as follows:

Particulars	Amount in (INR)
Authorised Share Capital 1,50,000 equityshares of INR 10 each	15,00,000
Issued, Subscribed and Paid-up Share Capital 1,000 equity shares of INR 10 each, fully paid-up	10,000

• (v) At present, the Equity Shares of the Resulting Company are not listed on any Stock Exchange

• (vi) Subsequent to December 31, 2025, there is no change in the authorized, issued, subscribed and paid-up share capital of JSCEL.

• (vii) A copy of the Audited Financial Statements as on December 31, 2025 of the Resulting Company are annexed hereto as Annexure 12 . A Certificate on the net-worth of the Resulting Company as at September 30, 2025 is annexed hereto as Annexure 30 .

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(viii) The details of the Promoters and Directors of the Resulting Company as on the date of this Notice, along with their addresses, are mentioned below:

S. No Name Designation DIN Address 1 Mr. Jitendra Kantilal Shah Non-Executive Director 01795017 901, Joy Residency, 12th Road, Near Ramkrishna Mission Math, Khar West, Mumbai – 400052 2 Mr. K Praveen Kumar Non-Executive Director 00591450 Old No 21/1, New No.42, Neelakanda Metha Street T.Nagar Chennai - 600017 3 Mr. R Ranagarajan Non-Executive Director 00591483 35/4, NU Tech Eswari Apartments, Flat C, 2nd Floor, 12th Avenue, Ashok Nagar, Chennai – 600083 Promoters S.No Name Category Address 1. Veranda Learning Solutions Limited Promoter G.R Complex, First floor, No .807-808, Anna Salai, Nandanam, Chennai 600035 (ix) Details of Change of Name– Not Applicable (x) Details of Change of registered office– Not Applicable (xi) Amendments to the Memorandum of Association– Not Applicable Summary of Basic Details of the Companies Involved in the Scheme	S. No	Name	Name	Designation	Designation	Designation	DIN		Address	Address
	1	Mr. Jitendra Kantilal Shah		Non-Executive Director			01795017		901, Joy Residency, 12th Road, Near Ramkrishna Mission Math, Khar West, Mumbai – 400052
	2	Mr. K Praveen Kumar		Non-Executive Director			00591450		Old No 21/1, New No.42, Neelakanda Metha Street T.Nagar Chennai - 600017
	3	Mr. R Ranagarajan		Non-Executive Director			00591483		35/4, NU Tech Eswari Apartments, Flat C, 2nd Floor, 12th Avenue, Ashok Nagar, Chennai – 600083
	Promoters
	S.No		Name		Category				Address
	1.		Veranda Learning Solutions Limited		Promoter			G.R Complex, First floor, No .807-808, Anna Salai, Nandanam, Chennai 600035
Information			VLS			VXLS				JSCEL
Date of the Order			March 18, 2026			March 18, 2026				March 18, 2026
Date, Time and Venue of the Meeting			April 24, 2026, 11:00 A.M through Video Conferencing			Not Applicable				Not Applicable
Corporate Identification Number			L74999TN2018PLC125880			U80100TN2019PTC126711				U85306TN2025PLC183247
Permanent Account Number			AARCA5869K			AARCA7516R				AAHCJ0101F
Name of the company			Veranda Learning Solutions Limited			Veranda XL Learning Solutions Private Limited				J.K.Shah Commerce Education Limited
Date of incorporation			November 20, 2018			January 04, 2019				August 13, 2025
Type of the company (whether public or private or one-person company)			Public			Private				Public
Registered office address and e-mail address			G.R Complex, First floor, No 807-808, Anna Salai, Nandanam, Chennai, - 600035 secretarial@verandalearning.c om			G.R Complex, First floor, No 807-808, Anna Salai, Nandanam, Chennai, - 600035 secretarial@verandalearning.co m				G.R Complex, First floor, No 807-808, Anna Salai, Nandanam, Chennai, - 600035 compliance.jksc@verandalearni ng.com
Stock Exchange (s)			Equity shares are listed on BSE Limited and National Stock Exchange of India Limited			Not Applicable				Not Applicable

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4. Salient features of the Scheme

The Composite Scheme of Arrangement is presented under Sections 230 to 232 and other applicable provisions of the Act amongst VLS, VXLS and JSCEL and their respective shareholders and creditors.

• (i) The Scheme, inter alia, provides for:

• (a) Amalgamation of Amalgamating Company (VXLS) into Amalgamated Company (VLS) and consequent cancellation of shares held by VLS in VXLS.

• (b) Demerger of undertaking by Amalgamated Company (VLS) to Resulting Company (JSCEL).

• (c) Reduction and cancellation of the Pre-Scheme capital of the Resulting Company (JSCEL).

• (ii) The Amalgamating Company shall, with effect from the First Appointed Date, without any further act, instrument or deed, be and stand amalgamated with and into the Amalgamated Company, and consequently, the entirety of the business, assets, properties, rights, interests, benefits and advantages of the Amalgamating Company, together with all its debts, liabilities, duties and obligations, shall be transferred to and vested in, or be deemed to be transferred to and vested in, the Amalgamated Company as a going concern, pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder, and the orders of the Hon’ble Tribunal sanctioning this Scheme. The equity shares of the Amalgamating Company held by the Amalgamated Company shall stand cancelled and no new shares shall be issued by the Amalgamated Company on the amalgamation. Pursuant to the amalgamation, the Amalgamating Company shall stand dissolved.

• (iii) The commerce education business undertaking of the Demerged Company (VLS), being the “Demerged Undertaking” as defined in the Scheme, shall, with effect from the Second Appointed Date, without any further act, instrument or deed, be and stand demerged from the Demerged Company and transferred to and vested in, or be deemed to be transferred to and vested in, the Resulting Company as a going concern, along with all the rights, titles, interests pertaining thereto, pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder, and pursuant to the orders of the Hon’ble Tribunal sanctioning this Scheme.

• (iv) Upon issuance of the equity shares by the Resulting Company to the shareholders of the Demerged Company in accordance with the share entitlement ratio provided in the Scheme, the entire pre‑scheme issued, subscribed and paid‑up equity share capital of the Resulting Company presently held by the Demerged Company shall, without any further act, instrument or deed, stand cancelled and reduced in the manner provided in this Scheme pursuant to Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder, and the orders of the Hon’ble Tribunal sanctioning this Scheme.

It is clarified that the approval of the members of the Resulting Company to this Scheme, shall be deemed to be their consent/ approval for the reduction of the share capital of the Resulting Company under applicable provisions of the Act. Notwithstanding the reduction in the share capital of the Resulting Company, the Resulting Company shall not be required to add “And Reduced” as suffix to its name.

• (v) Upon the Scheme becoming effective and in consideration of the transfer and vesting of the Demerged Undertaking from the Demerged Company to the Resulting Company in terms of the Scheme, the Resulting Company shall, without any further application, act or deed, issue and allot equity shares, credited as fully paid-up, to the shareholders of the Demerged Company on the Record Date or to such of their respective heirs, executors, administrators or other legal representative or other successors in title as on the Record Date in the following manner:

“for every 1 (One) fully paid-up equity share of face value of INR 10 (Indian Rupees Ten) each held in the Demerged Company, 1 (One) fully paid-up equity share of face value of INR 10 (Indian Rupees Ten) in the Resulting Company” (‘Share Entitlement Ratio’).

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• (vi) All the equity shares of JSCEL will be listed and / or admitted to trading on the BSE Limited and National Stock Exchange of India Limited, which have nation-wide trading terminals.

• (vii) Upon the Scheme becoming effective and in consideration of the transfer and vesting of the Demerged Undertaking in the Resulting Company, the Resulting Company shall, in accordance with Clause 4.14.2 of the Scheme, issue and allot to each holder of Demerged Company Share Warrants, whose warrants are outstanding as on the Record Date, 1 (one) Resulting Company Share Warrant for every 1 (one) Demerged Company Share Warrant so held, on the terms set out in the Scheme.

• (viii)The Resulting Company Share Warrants shall consist of 7,78,817 (Seven Lakh Seventy Eight Thousand Eight Hundred and Seventeen) unlisted convertible share warrants, each having an issue price of INR 160.50 per warrant, of which INR 40.125 per warrant shall be deemed to have been paid (by way of equal split of the amount of INR 80.25 already paid to the Demerged Company in respect of the Demerged Company Share Warrants), and INR 120.375 per warrant shall be payable upon exchange for 1 (one) fully-paid equity share of the Resulting Company of face value INR 10 at a premium of INR 150.50 per share, having terms similar to the Demerged Company Share Warrants, as approved by the Board of the Resulting Company.

• (ix) Upon the Scheme becoming effective, all stock options granted (whether vested or unvested) by the Demerged Company under the ESOP Scheme to existing grantees and outstanding as on the Record Date shall continue in force and be governed by the ESOP Scheme, subject to the modifications and fair and reasonable adjustments to exercise prices contemplated in Clause 4.12 of the Scheme and other Applicable Laws.

• (x) Concurrently, the Resulting Company shall formulate and adopt a special purpose employee stock option scheme by mirroring and adopting the ESOP Scheme (the “Resulting Company Special Purpose ESOP Scheme”), pursuant to which, for every 1 (one) stock option granted by the Demerged Company and outstanding as on the Record Date, each concerned employee (irrespective of whether such employee is employed with the Demerged Company or the Resulting Company post-Demerger) shall be granted 1 (one) Resulting Company Employee Stock Option on terms and conditions similar to the ESOP Scheme, as set out in 4.12 of the Scheme

• (xi) The Scheme shall be effective from the First and Second Appointed Date and shall be operative from the Effective Date.

• (xii) The Scheme is subject to the approvals and sanctions as mentioned in the Scheme.

Note: The above details are only salient features of the Scheme. Shareholders are requested to read the entire text of the Scheme which is enclosed as Annexure 1 to get fully acquainted with the provisions thereof.

5. Relationships subsisting between Parties to the Scheme

VLS is the promoter and holds 100% of issued, subscribed and paid-up equity share capital of both VXLS and JSCEL. In other words, VXLS and JSCEL are the wholly owned subsidiaries of VLS.

6. Board approvals

• (i) The Board of Directors of the Amalgamating Company at its Meeting held on September 11, 2025 approved the scheme. The directors present at the said meeting considered the matter and unanimously voted in favour of the resolution approving the Scheme. The names of the Directors as on that date and their manner of participation / voting are set out below:

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S. No	Name of Director	Manner of Participation / Voting
1.	Mr. K Praveen Kumar	Voted in favour
2.	Mr. R Ranagarajan	Voted in favour
3.	Mr. Jitendra Kantilal Shah	Absent
4.	Mr. Lakshminarayanan Seshadri	Voted in favour
5.	Mr. P.B. Srinivasan	Voted in favour

• (ii) The Board of Directors of the Amalgamated/Demerged Company at its Meeting held on September 11, 2025 approved the scheme. The directors present at the said meeting considered the matter and unanimously voted in favour of the resolution approving the Scheme. The names of the Directors as on that date and their manner of participation / voting are set out below:

S. No	Name of Director	Manner of Participation / Voting
1.	Mr. Kalpathi S Suresh	Voted in favour
2.	Mr. Kalpathi S Ganesh	Voted in favour
3.	Mr. Kalpathi S Aghoram	Voted in favour
4.	Ms. Kalpathi Archana	Voted in favour
5.	Mr. Lakshminarayanan Seshadri	Voted in favour
6.	Mr. P.B. Srinivasan	Voted in favour
7.	Mr. Ashok Misra	Voted in favour
8.	Ms. Revathi Raghunathan	Voted in favour
9.	Ms. Alamelu	Voted in favour
10.	Mr. Jitendra Kantilal Shah	Absent

• (iii) The Board of Directors of the Resulting Company at its Meeting held on September 11, 2025 approved the scheme. The directors present at the said meeting considered the matter and unanimously voted in favour of the resolution approving the Scheme. The names of the Directors as on that date and their manner of participation / voting are set out below:

S. No	Name of Director	Manner of Participation / Voting
1.	Mr. K Praveen Kumar	Voted in favour
2.	Mr.R Ranagarajan	Voted in favour
3.	Mr.Jitendra Kantilal Shah	Absent

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7. Interest of Directors, Key Managerial Personnel ('KMP') and their relatives

• (i) None of the Directors / KMPs of the Amalgamating Company, Demerged Company and the Resulting Company, and their relatives, have any concern or interest in the Scheme except to the extent of their directorship and shareholding, if any, in the said companies.

• (ii) Except for the below, none of the Directors and KMPs of the Demerged Company and their relatives hold more than 2% of the paid-up share capital of the Demerged Company (as on December 31, 2025). Further, none of them hold any shares in the Amalgamating and Resulting Company.

Name of Director/ KMP or their relative	Designation	No. of Shares	% of the Total Capital
Mr. Kalpathi S Aghoram	Non-Executive Director cum Vice Chairman	1,06,29,553	11.10
Mr. Kalpathi S Ganesh	Non-Executive Director	1,06,28,049	11.10
Mr. Kalpathi S Suresh	Executive Director cum Chairman	1,06,12,048	11.09

• (iii) The entire issued, subscribed and paid-up equity share capital of Amalgamating Company and Resulting Company is beneficially held by Demerged Company.

• (iv) The Registers of Directors and Key Managerial Personnel and their shareholding of the Amalgamating Company, Demerged Company and the Resulting Company will be available for inspection at the Registered Office of the Demerged Company between 10.00 a.m. to 2.00 p.m. on any working day up to the date of the Meeting, for which purpose Shareholders are required to send an e-mail to the Company Secretary at secretarial@verandalearning.com .

8. Effect of the Scheme on the stakeholders:

The effect of the Scheme on various stakeholders is summarized below:

(i) Shareholders, Key Managerial Personnel (KMP), Promoter and Non-Promoter Shareholders

The effect of the Scheme on the Shareholders, KMPs, Promoter and Non-Promoter Shareholders of the Amalgamating Company, Demerged Company and Resulting Company is given in the Reports adopted by the respective Board of Directors of the said companies at their Meetings held on September 11, 2025, pursuant to the provisions of Section 232(2)(c) of the Act. The said Reports are enclosed as Annexure 5A, 5B and 5C.

(ii) Directors

• (i) The Scheme will have no effect on the office of the existing Directors of the Amalgamating Company, Demerged Company and Resulting Company. Further, no change in the Board of the Directors of the Amalgamating Company, Demerged Company and Resulting Company is envisaged on account of the Scheme. It is clarified that the composition of the Board of Directors of the Demerged Company and the Resulting Company may change by appointments, retirements or resignations in accordance with the provisions of the Act, SEBI Listing Regulations, other applicable laws, and the Memorandum and Articles of Association of these companies.

• (ii) The Scheme is not expected to have any change in the Board or KMP positions of VXLS up to the Effective Date, except that upon the Scheme becoming effective and VXLS being dissolved without winding‑up, the Board of VXLS shall stand discharged automatically under the Act and the Scheme.

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• (iii) The effect of the Scheme on the Directors of the Amalgamating Company, Demerged Company and the Resulting Company in their capacity as shareholders of the said companies is the same as in case of other shareholders of the said companies, as mentioned in the aforesaid Reports enclosed as Annexure 5A, 5B and 5C .

(iii) Employees

• (i) On the Scheme becoming effective, all employees of the Amalgamating Company who are engaged in as on the Effective Date shall be deemed to have become employees of the Amalgamated Company on and from the First Appointed Date, on terms and conditions of employment no less favourable than those applicable to them with reference to their employment in the Amalgamating Company, and without any interruption of service, as provided in Clause 3.2.6 (read with the related employee provisions in Part II) of the Scheme.

• (ii) On the Scheme becoming effective, all employees of the Demerged Company who are engaged in or relate to the Demerged Undertaking as on the Effective Date shall be deemed to have become employees of the Resulting Company on and from the Second Appointed Date, on terms and conditions of employment no less favourable than those applicable to them with reference to their employment in the Demerged Company, and without any interruption of service, as provided in Clause 4.2.6 (read with the related employee provisions in Part III) of the Scheme.

(iv) Creditors

• (i) The Amalgamation of the Amalgamating Company (VXLS) with the Amalgamated Company (VLS) will not adversely impact the rights and interests of the creditors of the Amalgamating Company and the Amalgamated Company.

• (ii) The creditors of the Amalgamating company (VXLS) will cease to be creditors of the Amalgamating Company and become creditors of the Amalgamated Company (VLS) on the same terms and conditions, as before, and shall be paid in the ordinary course of business by the Amalgamated Company.

• (iii) The demerger of the Demerged Undertaking from the Demerged Company into the Resulting Company will not adversely impact the rights and interests of the creditors of the Demerged Company and the Resulting Company.

• (iv) The creditors of the Demerged Company not forming part of the Demerged Undertaking shall continue to be the creditors of the Demerged Company and shall be paid in the ordinary course of business by the Demerged Company.

• (v) The creditors of the Demerged Company relating to the Demerged Undertaking will cease to be creditors of the Demerged Company and become creditors of the Resulting Company on the same terms and conditions, as before, and shall be paid in the ordinary course of business by the Resulting Company.

(v) Debenture holders, Debenture Trustees, Depositors and Deposit Trustees

As of the date of the notice, VLS, VXLS, and JSCEL have no outstanding debentures and have not accepted any public deposits. Consequently, there are no debenture holders, debenture trustees, depositors, or deposit trustees associated with the applicant companies.

9. No investigation proceedings

There are no proceedings pending under Sections 210 to 227 of the Act against the Amalgamating Company, Demerged Company and the Resulting Company.

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10. Amounts due to creditors

• (i) The respective amounts due to Unsecured creditors as on January 01, 2026 are as follows:

	Amount(in Rs.)	Amount(in Rs.)
S. No.	Company	Unsecured Creditors
1.	AmalgamatingCompany (VXLS)	1,53,77,93,503.66
2.	Amalgamated/ Demerged Company (VLS)	1,80,41,59,771.08
3.	ResultingCompany (JSCEL)	45,363.00

• (ii) The respective amounts due to Secured creditors as on February 25, 2026 are as follows:

	Amount(in Rs.)	Amount(in Rs.)
S. No.	Company	Secured Creditors
1.	AmalgamatingCompany(VXLS)	40,00,00,000.00
2.	Amalgamated / Demerged Company(VLS)	140,00,00,000.00
3.	Resulting Company (JSCEL)	NIL

• (iii) The Scheme embodies the arrangement between the Applicant Companies and their respective shareholders and creditors. No change in value or terms or any compromise or arrangement is proposed under the Scheme with any of the creditors of the Applicant Companies. The Tribunal has therefore dispensed with the meetings of the secured and unsecured creditors of the Applicant Companies to consider the Scheme, since there is no compromise or arrangement with them and their rights are not affected by the Scheme in any manner. The Scheme does not involve any debt restructuring and hence, the requirement to disclose details of debt restructuring is not applicable.

11. Summary of Share Entitlement Ratio Report and Fairness Opinion

• (i) The Registered Valuer has carried out the valuation in accordance with the ICAI Valuation Standards 2018 (including ICAI VS‑103 on Business Valuation), applying the Fair Market Value standard of value and a going‑concern premise as on September 11, 2025, and has considered the generally accepted valuation approaches, namely the Cost / Net Asset approach, the Income approach and the Market approach (including market price and comparable multiples). In view of the specific Scheme structure, under which post‑demerger all shareholders of VLS remain the ultimate economic and beneficial owners of JSCEL in exactly the same inter se proportion as their existing shareholding in VLS, the Valuer has concluded that the demerger is effectively value‑neutral for all shareholders and that a numerical relative valuation of the Demerged Undertaking and JSCEL using asset, income or market methods is not required. Accordingly, the Valuer has adopted a “Fair Economic and Beneficial Interest of Shareholders” approach and recommended a 1:1 Share Entitlement Ratio (1 fully paid‑up equity share of Rs. 10 of JSCEL for every 1 fully paid‑up equity share of Rs. 10 of VLS, with corresponding 1:1 treatment for warrants and ESOPs and a split of the original warrant/option exercise price between VLS and JSCEL so that the overall economics remain unchanged), and the SEBI‑registered Merchant Banker, after reviewing the valuation report and the Scheme, has opined that this share entitlement is fair, from a financial point of view, to the public shareholders of VLS.

• (ii) The Boards of the Applicant Companies have approved a Share Entitlement Ratio of 1:1, based on the valuation report issued by Registered Valuer Ms. Vandana Sankhala, IBBI Registration Number IBBI/RV/06/2019/11578 and fairness report issued by Systematix Corporate Services Limited, SEBI Merchant Banking Registration No.: INM000004224, dated September 11, 2025 (Enclosed as Annexure 2 and 3 respectively).

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12. Shareholding and Capital Structure of the Applicant Companies

• (i) The pre‑arrangement capital structure of VLS consists of Authorized capital of 11,00,00,000 equity shares of INR 10 each (INR 110,00,00,000) and issued, subscribed and paid‑up capital of 9,61,69,635 equity shares of INR 10 each (INR 96,16,96,350). Upon amalgamation, VXLS’s entire authorized capital is merged into the authorized capital of VLS, such that the authorized share capital of VLS becomes INR 147,50,00,000, divided into 13,35,00,000 equity shares and 1,40,00,000 preference shares of INR 10 each, by automatic substitution of Clause 5 of VLS’s Memorandum, without any separate shareholder resolution under Section 13 of Companies Act 2013, being required.

• (ii) VXLS has authorized capital of INR 37,50,00,000 (INR 23,50,00,000 equity and INR 140,00,000 preference) and paid-up equity capital of INR 11,94,22,170 (1,19,42,217 equity shares of INR 10 each). Upon amalgamation, VXLS’s entire authorized capital is merged into the authorized capital of VLS.

• (iii) JSCEL currently has authorized share capital of 1,50,000 equity shares of face value INR 10 each (aggregating to INR 15,00,000) and issued, subscribed and paid‑up capital of 1,000 equity shares of INR 10 each (aggregating to INR 10,000), all of which are beneficially held by VLS. Pursuant to Part III of the Scheme, the authorized share capital of JSCEL will be increased to such level as may be required to accommodate the Resulting Company New Equity Shares. In consideration of the transfer and vesting of the Demerged Undertaking, JSCEL will, on the Record Date and upon the Scheme becoming effective, issue and allot fully paid‑up Resulting Company New Equity Shares to all shareholders of VLS in the ratio of 1 (one) equity share of JSCEL of face value INR 10 for every 1 (one) equity share of VLS of face value INR 10 held, in accordance with Clause 4.14.1 of the Scheme. (Share Entitlement Ratio)

• (iv) As an integral part of the Scheme, all the 1,000 pre‑Scheme equity shares of JSCEL presently held by VLS will, under Part IV of the Scheme, stand cancelled and reduced without any consideration being payable, so that the entire paid‑up equity share capital of JSCEL thereafter is directly held by the shareholders of VLS in the same proportion as their shareholding in VLS on the Record Date.

13. Auditor’s Certificates of Conformity of Accounting treatment in the Scheme with the Accounting Standards

The respective Statutory Auditors of the Applicant Companies have confirmed that the accounting treatment specified in the Scheme is in conformity with the Ind AS and generally accepted accounting principles in India.

14. No-objection of the Stock Exchanges

• (i) The Amalgamated Company had filed the Composite Scheme of Arrangement with NSE and BSE in terms of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated 20th June, 2023 (“SEBI Circular”) for their No-Objection for filing the Scheme with NCLT. BSE Limited and National Stock Exchange of India Limited, vide their respective letters dated January 19, 2026 and January 20, 2026, have granted their no-objection to the said Scheme. Copies of the said Letters issued by the Stock Exchanges to the Amalgamated Company are enclosed as Annexure 18 and 19 respectively.

• (ii) Apart from the same, the Amalgamated Company had also submitted the Report of its Audit Committee on the Scheme and various other documents to the Stock Exchanges, and has also displayed the same on its website in terms of the SEBI Circular and addressed all queries on the said documents. The same is available at https://www.verandalearning.com/web/index.php/composite-scheme-arrangement .

• (iii) Further, the Amalgamated Company did not receive any complaint relating to the Scheme and 'Nil' Complaint Reports were filed by the Amalgamated Company with the Stock Exchanges in terms of the SEBI Circular, copies of which are enclosed as Annexure 16 and 17 respectively.

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15. List of ongoing proceedings or investigations against the Applicant Companies

As on the date of the Notice, there are no investigations or proceedings pending against the Applicant Companies under the provisions of the Act.

There are no pending litigations against directors of the Applicant Companies under the Act that would have an adverse impact on the Scheme or its implementation.

16. Pre and Post shareholding pattern

Pre and Post scheme shareholding of all the companies involved in the scheme as on March 13, 2026 along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders are enclosed as Annexure 13, 14 and 15 respectively.

17. Capital built up for all the Applicant Companies

Capital built-up of all the companies involved in the scheme since incorporation till September 10, 2025 as certified by an Independent Chartered Accountant are enclosed as Annexures 23, 24 and 25 respectively .

18. Details of Assets and liabilities of the demerged company and the post-demerger balance sheet

Certificate on the Statement of pre scheme and post scheme details of assets, liabilities, revenue and net worth of VLS and JSCEL as at March 31, 2025 as certified by the Chartered Accountant and as submitted to the Stock Exchanges are enclosed as Annexure 28 . A representational post-demerger and merger balance sheets of VLS and JSCEL as of March 31, 2025 are enclosed as Annexure 29 .

19. Cost-benefit analysis

Although the Scheme would lead to the Applicant Companies incurring costs towards its implementation, the benefits of the Scheme over a longer period of time will outweigh such costs for the stakeholders of the Applicant Companies. The proposed Scheme would be in the best interests of the Applicant Companies and, their respective shareholders, employees, creditors and other stakeholders for the reasons mentioned in this explanatory statement read with the scheme.

20. Synergies of business of the entities involved In the Scheme

The Composite Scheme is expected to generate significant operational and strategic synergies across the businesses of the Applicant Companies by consolidating complementary operations within the Commerce Education Business under a unified structure, while at the same time separating that vertical into a dedicated listed platform. The amalgamation of VXLS into and with VLS, coupled with the demerger of the Commerce Education Business into JSCEL, enables integration of front‑end teaching and coaching operations with common technology, content, brand, and support functions, resulting in better utilization of shared infrastructure and managerial bandwidth, and a clearer alignment between business strategy and legal entity structure.

The Board of the Applicant Companies believe that this integrated yet focused architecture will enhance the ability of each business to pursue its growth plans with greater agility, attract investors and partners aligned to its specific risk return profile, and thereby improve the overall value creation potential for shareholders over the medium to long term.

From a cost and efficiency standpoint, the Scheme is expected to result in meaningful rationalization of overlapping corporate, regulatory and administrative layers by eliminating a holding company tier (in the case of VXLS) and housing the Commerce Education Business in a single, focused entity (JSCEL). The amalgamation of VXLS into

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VLS will reduce the multiplicity of entities and the associated recurring costs of statutory filings, regulatory and labour law compliances, audits and other corporate overheads presently incurred at the subsidiary level, while the demerger into JSCEL will allow for sharper budgeting, capital allocation and monitoring of operating metrics specific to the Commerce Education Business.

Together, these measures are expected to improve economies of scale, enhance efficiency in group wide cash management and deployment of resources, and contribute to better operating margins and return on capital employed over time, to the benefit of all the stakeholders.

21. Appointed Dates and Effective Date

• i. First Appointed Date : The Effective Date or such other date as may be mutually agreed between the Boards of VXLS and VLS and approved by the NCLT, being the date with effect from which the amalgamation of VXLS into and with VLS shall take effect.

• ii. Second Appointed Date : The business day immediately succeeding the First Appointed Date, or such other date as may be mutually agreed between the Boards of VLS (as Demerged Company) and JSCEL (as Resulting Company) and approved by the NCLT, being the date with effect from which the demerger of the Demerged Undertaking of VLS into JSCEL shall take effect.

• iii. Effective Date : The last date on which the certified copies of the order(s) of the NCLT sanctioning the Scheme are filed with the Registrar of Companies by all the Companies involved.

22. In relation to the comments set out by SEBI in the Observation Letters, the information required to be disclosed by VLS in this notice is as under:

S.No	Remarks in the Observation Letter(Verbatim)	Information required to be disclosed
1.	The Entity shall ensure that the Company discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme.	Details of material ongoing adjudication & recovery proceedings, prosecutions initiated and all other material enforcement action taken against VLS, its promoters and directors, as applicable are enclosed herewith. The details in respect of the aforesaid for VLS, its promoters and directors as on February 28, 2026 are annexed hereto and marked asAnnexure 20. It is clarified that there have been no other adjudication & recovery proceedings, prosecutions initiated or enforcement actions taken against VLS, its promoters or directors since February 28, 2026 which are material and which would have an adverse impact on this Scheme or its implementation.
2.	The entity is advised that the information pertaining to all the Unlisted Companies involved, if any, in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.	Information relating to the unlisted companies involved in the Scheme, namelyVXLSand JSCEL, in the format prescribed for an abridged prospectus under Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, read with the SEBI Scheme Circular, is enclosed asAnnexure 21A (“Abridged Prospectus – 1”) and Annexure 21B (“Abridged Prospectus – 2”), respectively.

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					Systematix Corporate Services Limited, an IndependentSEBI-registered merchant banker (SEBI Registration No. INM000004224), has issued certificate confirming theaccuracy and adequacy of the informationcontained in the aforesaid abridged prospectus of VXLS and JSCEL. The certificate is attached inAnnexure 22.	Systematix Corporate Services Limited, an IndependentSEBI-registered merchant banker (SEBI Registration No. INM000004224), has issued certificate confirming theaccuracy and adequacy of the informationcontained in the aforesaid abridged prospectus of VXLS and JSCEL. The certificate is attached inAnnexure 22.	Systematix Corporate Services Limited, an IndependentSEBI-registered merchant banker (SEBI Registration No. INM000004224), has issued certificate confirming theaccuracy and adequacy of the informationcontained in the aforesaid abridged prospectus of VXLS and JSCEL. The certificate is attached inAnnexure 22.	Systematix Corporate Services Limited, an IndependentSEBI-registered merchant banker (SEBI Registration No. INM000004224), has issued certificate confirming theaccuracy and adequacy of the informationcontained in the aforesaid abridged prospectus of VXLS and JSCEL. The certificate is attached inAnnexure 22.	Systematix Corporate Services Limited, an IndependentSEBI-registered merchant banker (SEBI Registration No. INM000004224), has issued certificate confirming theaccuracy and adequacy of the informationcontained in the aforesaid abridged prospectus of VXLS and JSCEL. The certificate is attached inAnnexure 22.
	3.	The entity is advised that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders			All the relevant details pertaining to the Scheme have been set out in the Notice and the Statement annexed to this Notice read with the Annexures enclosed hereto.
	4. The entity is advised that, the companies disclose the following, as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seekingapproval u/s 230 to 232 of the Companies Act, 2013
	Particulars			Response
	Need for the demerger, rationale of the scheme, synergies of business of the entities involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme.			Refer Explanatory statement and the annexures annexed to this notice.
	Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness Opinion, summary of methods considered for arriving at the Share-Swap Ratio and rationale for using the above methods.			Refer Explanatory statement andAnnexure 2and Annexure 3annexed to this notice.
	Basis for arriving at the share swap ratio.			Refer Explanatory statement andAnnexure 2annexed to this notice.
	Pre and post scheme shareholding of all the companies involved in the scheme as on the date of notice of shareholders’ meeting along with rationale for changes, if any, occurred between filing of Draft Scheme and Notice to shareholders.			ReferAnnexures 13, 14 & 15
	Capital built-up of all the companies involved in the scheme since incorporation and for the last 3years.			ReferAnnexures 23, 24 & 25
	Details of Revenue, PAT and EBITDA of all the companies involved in the scheme for the last 3 years.			VLS			(Rs in Lakhs) FY 23-24 FY 22-23 3,940.85 1,714.09 3,627.25 1,090.52 2,333.01 698.28 (Rs in Lakhs) FY 23-24 FY 22-23 10,728.95 3,035.81 2,377.26 (89.93) (2,363.19) (2,248.18)
				Particulars		FY 24-25	FY 23-24	FY 22-23
				Revenue from Operations		4,108.24	3,940.85	1,714.09
				EBITDA		3,726.98	3,627.25	1,090.52
				PAT		(384.54)	2,333.01	698.28
				VXLS
				Particulars		FY 24-25	FY 23-24	FY 22-23
				Revenue from Operations		12,793.36	10,728.95	3,035.81
				EBITDA		4,868.60	2,377.26	(89.93)
				PAT		(13,757.90)	(2,363.19)	(2,248.18)

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		JSCEL: Not Applicable as the company was incorporated on August 13, 2025.
	Value of assets and liabilities of the demerged company that are being transferred to the resulting company and post-demerger and merger balance sheet of resulting and transferee company.	Please refer certificate on the Statement of pre scheme and post scheme details of assets, liabilities, revenue and net worth of VLS and JSCEL as at March 31,2025 provided by Chartered Accountants, enclosed as Annexure 28as submitted to the Stock Exchanges. Post-demerger and merger representative balance sheet of VLS and JSCEL as on March 31, 2025 is enclosed asAnnexure 29.
	Details of potential benefits and risks associated with the amalgamation and demerger.	Please refer the Abridged prospectus 1 and 2 enclosed in Annexures 21A and 21Bfor the potential benefits and risks associated with the amalgamation and demerger.
	Details of accounting method to be used for the Scheme in the books of accounts of transferee and resulting company as per the certificate submitted by the StatutoryAuditor.	Refer certificate on accounting treatment issued by respective Statutory Auditors enclosed asAnnexures 4A, 4B, 4C & 4D.
	Financial implication of the demerger and amalgamation on promoters, public shareholders and the companies involved in the scheme along with future growth prospects of transferee and resulting company pursuant to merger and demerger.	The Scheme involves the amalgamation of VXLS into VLS and the demerger of the commerce education business of VLS into JSCEL. Upon amalgamation, the shares of VXLS held by VLS will be cancelled, with no impact on existing shareholding of VLS shareholders. Post-demerger, shareholders of VLS will receive equity shares of JSCEL in a 1:1 ratio, enabling participation in both businesses. The pre-Scheme share capital of JSCEL held by VLS will be cancelled, and JSCEL shares will be listed on NSE and BSE, providing liquidity and market visibility. The restructuring will create operational efficiencies, focused management, and strategic flexibility, allowing both VLS and JSCEL to pursue independent growth and enhance long-term shareholder value.
	Disclose all pending actions against the entities involved in the Scheme, its promoters/Directors/KMPs	There are no pending actions against the entities involved in the Scheme, its promoters/Directors/KMPs.
	The Entity shall ensure that applicable additional information, if any to be submitted to SEBI along with draft scheme of arrangement as advised by email dated January 19, 2026, shall form part of disclosures to the shareholders.	All the information submitted to SEBI is available at https://www.verandalearning.com/web/index.php/compo site-scheme-arrangement

23. The Hon’ble Tribunal vide its Order, inter alia, has: a) Given directions to convene the meeting of the equity shareholders of VLS and has granted dispensation for holding meetings of the equity shareholders of VXLS and JSCEL; b) granted dispensation for holding meetings of the warrant holders, secured creditors and unsecured creditors of the Applicant Companies. The Scheme is conditional and subject to necessary sanctions and approvals as set out in the Scheme.

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24. Additional details with respect to variation of the terms of the Demerged Company Employee Stock Option Plan 2022

• (i) Upon the Scheme becoming effective, all stock options granted (whether vested or unvested) by the Demerged Company under the ESOP Scheme to existing grantees and outstanding as on the Record Date shall continue in force and be governed by the ESOP Scheme, subject to the modifications and fair and reasonable adjustments to exercise prices contemplated in Clause 4.12 of the Scheme and other Applicable Laws.

• (ii) Concurrently, the Resulting Company shall formulate and adopt a special purpose employee stock option scheme by mirroring and adopting the ESOP Scheme (the “Resulting Company Special Purpose ESOP Scheme”), pursuant to which, for every 1 (one) stock option granted by the Demerged Company and outstanding as on the Record Date, each concerned employee (irrespective of whether such employee is employed with the Demerged Company or the Resulting Company post-Demerger) shall be granted 1 (one) Resulting Company Employee Stock Option on terms and conditions similar to the ESOP Scheme.

• (iii) As per the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a company may by special resolution vary the terms of employee stock option plan or scheme offered pursuant to an earlier shareholders resolution but not yet exercised by the employee provided such variation is not prejudicial to the interests of the employees.

• (iv) In light of the foregoing, it is clarified that as set out in the Scheme, the consent to the Scheme by the shareholders of VLS shall be deemed to be consent for modification of the Demerged Company ESOP Scheme as per the requirements of the Act, the Securities and Exchange Board of India Share Based Employee Benefits and Sweat Equity) Regulations, 2021 or any other applicable law. No further approval of the shareholders of VLS would be required in this connection under any applicable law.

• (v) The proposed amendment in the Demerged Company Incentive Schemes is not prejudicial to the interest of the Participants and existing performance share unit holders under the Demerged Company ESOP Scheme.

25. Approvals and intimations in relation to the Scheme

• (i) The details of approvals and no objections required for the proposed arrangement are mentioned in Part IV - Clause 7 of the Scheme. Stock Exchanges have since given their no-objection to the Scheme as mentioned in the preceding paragraph. Further, all equity shareholders of the Amalgamating Company and the Resulting Company have given their consent to the Scheme, and therefore, the Tribunal has dispensed with the meeting of the shareholders of the Amalgamating and the Resulting Company. Further, the warrant holders in the Amalgamated Company have given their consents and accordingly a meeting of the warrant holders has been dispensed with by the Tribunal. It is also submitted that the Tribunal has dispensed with the meeting of the Secured and Unsecured Creditors in view of the consents received from them.

• (ii) The companies are in the process of obtaining other approvals and no objections from regulatory and / or government authorities, as required.

• (iii) The Scheme, if approved at this Meeting, will be subject to subsequent sanction of the Tribunal and such other approval(s), permission(s) and sanction(s) of regulatory or other authorities, as may be necessary.

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26. Inspection of Documents

In addition to the documents annexed hereto, copies of the following documents will be available for inspection through electronic mode on the Company's corporate website at https://www.verandalearning.com/web/index.php/composite-scheme-arrangement and also at the Registered Office of the Demerged Company between 10.00 a.m. to 2.00 p.m. on any working day up to the date of the Meeting, for which purpose Shareholders are required to send an e-mail to the Company Secretary at secretarial@verandalearning.com :

• (i) Copy of the Scheme of Arrangement;

• (ii) Copy of the Order dated March 18, 2026 passed by the Tribunal in the Company Scheme Application No. C.A.(CAA)/12, 13 and 14/CHE/2026;

• (iii) Memorandum and Articles of Association of the Applicant Companies;

• (iv) Audited Standalone and Consolidated Financial Statements of the Demerged Company for the financial year ended March 31, 2025;

• (v) Audited Standalone Financial Statements of the Amalgamating Company for the financial year ended March 31, 2025;

• (vi) Unaudited Results and Financial Statements of the Demerged Company for the period ended December 31, 2025;

• (vii) Financial Statements of the Amalgamating Company for the period ended December 31, 2025, certified by an Independent Chartered Accountant;

• (viii) Financial Statements of the Resulting Company for the period ended December 31, 2025, certified by the Statutory Auditor.

• (ix) Certificates from the respective Statutory Auditors of the Applicant Companies confirming that the accounting treatment specified in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act;

• (x) Reports of the Audit Committee and the Independent Directors Committee of the Demerged Company dated September 11, 2025 recommending the Scheme;

• (xi) Share Entitlement Ratio Report dated September 11, 2025 issued by Ms. Vandana Sankhala;

• (xii) Fairness Opinion dated September 11, 2025 issued by Systematix Corporate Services Limited;

• (xiii) Net worth certificates of the Amalgamating Company, Demerged Company and the Resulting Company as on September 30, 2025;

• (xiv) Certificate on the statement of Pre-Scheme and Post-Scheme details of assets, liabilities, revenue and net-worth of VLS and JSCEL as at March 31, 2025 as certified by Independent Chartered Accountant;

• (xv) Copy of the No-objection certificate received from the Stock exchange dated January 19 and 20, 2026. (xvi) All other documents displayed on the Demerged Company's website in terms of the SEBI Circular at https://www.verandalearning.com/web/index.php/composite-scheme-arrangement .

Shareholders can also obtain extract(s) from or copy(ies) of the documents listed above.

Based on the above, and considering the rationale and benefits, in the opinion of the Board of Directors, the Scheme will be of advantage to, beneficial and in the best interests of the companies and their respective shareholders, creditors, employees and other stakeholders, and the terms thereof are fair and reasonable. The Board of Directors of the Demerged Company recommends the Scheme for the approval of its Shareholders.

Mr Anil Sharma Chairperson appointed for Meeting of the Equity shareholders of Veranda Learning Solutions Limited

Dated: March 21, 2026 Place: Chennai

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