Veranda Learning Solutions Limited has announced that it has received an observation letter with 'no adverse observations' from BSE Limited on January 19, 2026. This pertains to the proposed Composite Scheme of Arrangement involving Veranda Learning Solutions Limited, Veranda XL Learning Solutions Private Limited, and J.K. Shah Commerce Education Limited. The company had previously informed the board's approval of this scheme on September 11, 2025, subject to regulatory approvals.

The observation letter from BSE outlines several comments and advisories from SEBI, including the disclosure of ongoing adjudication and recovery proceedings, ensuring compliance with SEBI circulars, and providing comprehensive financial and operational details of the involved entities. Key requirements include disclosing information about unlisted companies in the format of an abridged prospectus, ensuring financial data is not more than six months old, and clearly stating the rationale, synergies, and impact of the scheme on shareholders.

Furthermore, the scheme must include provisions for shares to be in demat form, and any changes in the shareholding pattern of J.K. Shah Commerce Education Limited between the record date and listing must not affect the approval status. The listing of J.K. Shah Commerce Education Limited's equity shares will be subject to SEBI granting relaxation and compliance with specific SEBI circulars. The company is required to submit an Information Memorandum and publish newspaper advertisements detailing J.K. Shah Commerce Education Limited. The validity of BSE's observation letter is six months from January 19, 2026, within which the scheme must be submitted to the National Company Law Tribunal (NCLT).