Resulting company in composite scheme reconstitutes board; Chairman & MD, CFO, Company Secretary appointed

Veranda Learning has shared an update on J.K. Shah Commerce Education Ltd (JSCEL), the resulting company in its composite scheme of arrangement.

Mon 5 Oct 2026

Chairman & Managing Director (JSCEL)

Mr Jitendra Kantilal Shah, 3 consecutive years, effective October 06, 2026

Whole-time Directors

Ms. Pooja Jinit Dharia and Mr. Vishal Jitendra Shah, 3 consecutive years each, effective October 05, 2026

Non-Executive Independent Directors

4 appointed — 2 for 5 years, 2 for 1 year, effective October 06, 2026

CFO Appointed

Mr. Kalpesh J. Mehta, effective October 06, 2026

Company Secretary & Compliance Officer

Mr. Kailash S, ICSI Membership No. A74868, effective October 06, 2026

What has been shared

Veranda Learning Solutions Limited has disclosed a material update in connection with the Composite Scheme of Arrangement among Veranda Learning Solutions Limited, Veranda XL Learning Solutions Private Limited and J.K. Shah Commerce Education Limited (JSCEL). The update states that JSCEL, vide its letter dated October 05, 2026, intimated Veranda Learning about the reconstitution of its Board and the appointment of Key Managerial Personnel (KMPs).

The Board of Directors and the Shareholders of JSCEL, at their respective meetings held on October 05, 2026, approved the following.

Board reconstitution at JSCEL

• Mr Jitendra Kantilal Shah: change in designation from Non-Executive Director to Chairman & Managing Director, for a term of 3 (three) consecutive years with effect from October 06, 2026.
• Ms. Pooja Jinit Dharia: appointed Whole-time Director for 3 (three) consecutive years with effect from October 05, 2026. She is a Chartered Accountant and served as Joint Chief Operating Officer at Veranda XL Learning Solutions Private Limited.
• Mr. Vishal Jitendra Shah: appointed Whole-time Director for 3 (three) consecutive years with effect from October 05, 2026. He is a Chartered Accountant and served as Joint Chief Operating Officer at Veranda XL Learning Solutions Private Limited.
• Mr. Sreedhar Muppala: appointed Non-Executive Non-Independent Director with effect from October 06, 2026.
• Mr. Vijay Kundanmal Choraria: appointed Non-Executive Independent Director for 5 (Five) consecutive years with effect from October 06, 2026.
• Mr. Nilesh Bansilal Mehta: appointed Non-Executive Independent Director for 5 (Five) consecutive years with effect from October 06, 2026.
• Mr. Devendra Raj Mehta: appointed Non-Executive Independent Director for 1 (One) year with effect from October 06, 2026.
• Mr. Rajeev Sharma: appointed Non-Executive Independent Director for 1 (One) year with effect from October 06, 2026.

Key managerial personnel

• Mr. Kalpesh J. Mehta: appointed Chief Financial Officer with effect from October 06, 2026. He is a Chartered Accountant with over 25 years of experience in finance across listed companies, financial services, manufacturing, construction and education.
• Mr. Kailash S: appointed Company Secretary & Compliance Officer with effect from October 06, 2026. He holds ICSI Membership No. A74868 and has over three years of experience in listed-company compliance, having earlier served as Manager – Compliance at Veranda Learning Solutions Limited.

Resignations noted

• Mr. K Praveen Kumar: resigned as Non-Executive Director with effect from close of business hours on October 06, 2026, citing certain professional commitments requiring his attention.
• Mr. R Rangarajan: resigned as Non-Executive Director with effect from close of business hours on October 06, 2026, citing certain professional commitments requiring his attention.

Relationships disclosed

Mr. Jitendra Kantilal Shah is the father of Mr. Vishal Jitendra Shah and Ms. Pooja Jinit Dharia; Ms. Pooja Jinit Dharia and Mr. Vishal Jitendra Shah are siblings. For the other appointees, the disclosure states that none of the Directors of the Company are inter-se related to them. The disclosure also states that each appointee is not debarred from holding the office of Director pursuant to any SEBI Order or Order of any such authority.

Background profiles of the independent directors

• Mr. Devendra Raj Mehta is a retired IAS officer with 41 years of service in the Government of Rajasthan and the Government of India, including as Chairman of SEBI, Deputy Governor of the Reserve Bank of India and Chief Controller of Imports and Exports (DGFT).
• Mr. Rajeev Sharma has over 36 years of experience in the consulting, IT and outsourcing industry and is Promoter and Director of Osource Global Pvt. Ltd.
• Mr. Vijay Choraria is a Chartered Accountant and an alumnus of Harvard Business School, and is Promoter and Managing Director of Crest Ventures Limited, with over 35 years of experience.
• Mr. Nilesh Mehta is a Fellow Chartered Accountant and an MBA from IIM Ahmedabad, with about 40 years of experience in investing, investment banking and corporate strategy, including 20 years in private equity.

What this relates to

The communication is an update tied to the Composite Scheme of Arrangement, under which JSCEL is described as the Resulting Company. The changes described are at JSCEL, and cover who sits on its board and who holds its key managerial positions. The listed company has stated that this information will also be available on its website under the composite scheme page.

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