Key Development

The Hon'ble National Company Law Tribunal (NCLT), Chennai Bench - I, has sanctioned the Composite Scheme of Arrangement involving:

  • Veranda Learning Solutions Limited
  • Veranda XL Learning Solutions Private Limited
  • J.K. Shah Commerce Education Limited (JSCEL)

Purpose and Strategic Rationale

The demerger is part of Veranda's "Veranda 2.0 strategy" aimed at:

  • Creating focused, independently managed education businesses
  • Achieving sharper strategic focus and greater operational agility
  • Enhancing long-term value creation for shareholders

Implementation Status

The company has entered the execution phase of the demerger, subject to:

  • Completion of implementation steps under the sanctioned Scheme
  • Applicable regulatory filings
  • Other customary approvals

The process is expected to be completed within prescribed statutory timelines.

Resulting Entity Structure

Upon Scheme effectiveness, J.K. Shah Commerce Education Limited will:

  • House Veranda Learning's entire Commerce education business
  • Incorporate leading brands including:
  • J.K. Shah Classes
  • BB Virtuals
  • Navkar Digital Institute
  • Tapasya College of Commerce
  • Logic School of Management
  • Become an independently listed company

Business Profile of Demerged Entity

The Commerce vertical is described as:

  • One of India's leading professional commerce education platforms
  • Offering coaching for CA, CS, CMA, ACCA, CPA and other finance/accounting qualifications
  • Utilizing classroom, hybrid and online learning models
  • Having a strong track record of producing All India Rank holders

Next Steps and Timeline

The Company will announce through appropriate regulatory disclosures:

  • Record Date
  • Share entitlement ratio
  • Share allotment schedule
  • Listing timeline of J.K. Shah Commerce Education Limited

Management Commentary

Suresh Kalpathi, Executive Director and Chairman, stated: "The NCLT's approval is a significant milestone in our journey to build focused, category-leading education businesses. The Commerce vertical has evolved into one of India's strongest professional education platforms, and this demerger will enable it to pursue its next phase of growth as an independent company. Our teams are fully geared to execute the Scheme within the prescribed timelines, and we believe this restructuring will unlock significant long-term value for all stakeholders."

Additional Information

  • Press release dated August 24, 2026
  • Filed by S Balasundharam, Company Secretary & Compliance Officer (M. No: ACS-11114)
  • Information available on company website: https://www.verandalearning.com/web/index.php/stock-exchange-intimations

Forward-Looking Statements

The document contains a safe harbor statement noting that the press release contains forward-looking statements regarding plans, strategies, intentions, and beliefs concerning the business and markets. The company assumes no obligation to update these statements and cautions that actual events may differ materially from these statements.

Company Background

Veranda Learning Solutions Limited was established in 2018 by the Kalpathi AGS Group and has evolved into a publicly listed education company with presence in schools, colleges, test preparation, study abroad, and software upskilling.