Key Quantitative Figures
- Disputed ESI Dues: ₹23,27,888 (pertaining to Amalgamating Company, Veranda XL Learning Solutions Pvt Ltd)
- Unabsorbed Depreciation (VXLS): ₹77,26,64,920 (as of A.Y. 2025-26)
- Accumulated Business Losses (VXLS): ₹1,09,43,29,240 (as of A.Y. 2025-26)
- Authorized Share Capital (Pre-Amalgamation - VXLS): ₹37,50,00,000
- Authorized Share Capital (Pre-Amalgamation - VLS): ₹110,00,00,000
- Authorized Share Capital (Post-Amalgamation - VLS): ₹147,50,00,000
- Pre-Scheme Share Capital of JSCEL held by VLS: ₹10,000 (1,000 equity shares of ₹10 each)
- Fee payable to Chartered Accountant by Official Liquidator: ₹1,25,000 + GST
Dates of Action
- NCLT Order Date: August 20, 2026
- NCLT Order Upload Date: August 21, 2026 (6:26 PM IST)
- First Motion Application Filing: January 27, 2026
- NCLT Direction Order: March 18, 2026
- Shareholders Meeting: April 24, 2026
- E-Voting Period: April 20, 2026 (9:00 AM) to April 23, 2026 (5:00 PM)
- Second Motion Petition Filing: April 29, 2026
- NCLT Notice Direction Order: June 3, 2026
- Paper Publication Date: June 15, 2026
- Notice to Statutory Authorities: June 8, 2026
- Regional Director Report Date: July 3, 2026
- Official Liquidator Report Date: July 6, 2026
- Income Tax Department Response Dates: July 10, 2026 and July 15, 2026
- Valuation Report Date: September 11, 2025
- First Appointed Date: Effective Date (date of filing certified NCLT order with ROC)
- Second Appointed Date: Business day immediately succeeding the First Appointed Date
Parties Involved
- Demerged Company/Amalgamated Company: Veranda Learning Solutions Limited (VLS)
- Amalgamating Company: Veranda XL Learning Solutions Private Limited (VXLS)
- Resulting Company: J.K. Shah Commerce Education Limited (JSCEL)
- Regulator: National Company Law Tribunal (NCLT), Chennai Bench - I
- Statutory Authorities: Regional Director (Southern Region), Registrar of Companies Chennai, Income Tax Department, Official Liquidator, SEBI, BSE, NSE
- Legal Counsel: Shri. Pawan Jhabakh, Advocate
- Valuer: CA Vandana Sankhala, Registered Valuer
- Merchant Banker: Systematix Corporate Services Limited (SEBI Registration No. INM000004224)
- Chartered Accountant for OL: M/s. P.R. Nathan & Associates
Purpose and Rationale
The Scheme aims to: (1) amalgamate Veranda XL Learning Solutions Pvt Ltd (VXLS) into Veranda Learning Solutions Ltd (VLS) to achieve operational consolidation, efficiency in cash management, and reduction in compliance costs; and (2) demerge the Commerce Education Business from VLS into J.K. Shah Commerce Education Ltd (JSCEL) to unlock value, allow focused management, attract specific investors, and enable independent growth strategies for both entities.
Step 1: Amalgamation of VXLS with VLS
- The entire undertaking of VXLS will transfer to and vest in VLS effective from the First Appointed Date.
- Since VXLS is a wholly-owned subsidiary of VLS, its entire paid-up share capital will stand cancelled. No shares will be issued to VXLS shareholders.
- Accounting will follow the 'Pooling of Interest Method' per Appendix C of Ind AS 103.
- The authorized share capital of VXLS (₹37.50 crore) will merge with VLS's authorized capital (₹110 crore), resulting in a post-amalgamation authorized capital of ₹147.50 crore for VLS.
- VXLS will stand dissolved without winding up upon the Scheme becoming effective.
Step 2: Demerger of Commerce Education Business from VLS into JSCEL
- The entire Demerged Undertaking (Commerce Education Business) will transfer to and vest in JSCEL effective from the Second Appointed Date.
- The Remaining Business of VLS (Government Test preparation services, IT, Software, and Other Support Services towards education) will continue with VLS.
- Share Entitlement: Shareholders of VLS will receive 1 fully paid-up equity share of face value ₹10 in JSCEL for every 1 fully paid-up equity share of face value ₹10 held in VLS.
- ESOP Treatment: For every 1 stock option (vested or unvested) granted by VLS, employees will be granted 1 stock option in JSCEL under a similar scheme. The original exercise price is equally apportioned between VLS and JSCEL options.
- Warrant Treatment: For every 1 share warrant of VLS held, warrant holders will receive 1 share warrant in JSCEL. The original issue price of ₹321 is apportioned equally (₹160.50 each). The amount already paid (25% or ₹80.25) is also apportioned equally (₹40.125 each). The balance ₹120.375 is payable upon exercise of each warrant.
- Accounting Treatment (JSCEL): Assets and liabilities taken over at the same book values. The difference between the net assets and the face value of new equity shares issued will be recognized as Securities Premium or Capital Reserve.
- Accounting Treatment (VLS): The demerger will be accounted for per Appendix A of Ind AS 10. A liability for the fair value of the Demerged Undertaking will be recognized. The book value of net assets will be debited to Securities Premium, and the difference between fair value and book value will be debited to Retained Earnings.
- Capital Reduction: The entire pre-scheme share capital of JSCEL held by VLS (₹10,000) will be cancelled and reduced, eliminating cross-holding.
Financial and Operational Impact
- Disputed Liabilities: The disputed ESI dues of ₹23.28 lakhs will be carried forward and reflected in the books of JSCEL, which will assume the liability.
- Tax Losses: VLS has undertaken not to claim or carry forward the accumulated business losses of VXLS (₹109.43 crore). The unabsorbed depreciation of VXLS (₹77.27 crore) will be carried forward in accordance with the Income Tax Act, 2025.
- Fees: VLS shall avail the set-off of fees already paid by VXLS on its authorized share capital against the fees payable by VLS on its enhanced authorized capital, per Section 232(3)(i) of the Companies Act, 2013.
- Employee Impact: All employees of VXLS will become employees of VLS without break in service. All employees of VLS related to the Demerged Undertaking will become employees of JSCEL without break in service, on terms not less favourable.
- Listing: The new equity shares of JSCEL issued pursuant to the Scheme will be listed on the stock exchanges (BSE and NSE).
Approvals and Undertakings
- The Scheme was approved by 100% of the equity shareholders of VLS who voted.
- No-objection/observation letters were received from BSE (dated January 19, 2026) and NSE (dated January 20, 2026).
- SEBI's observations were addressed and disclosed in the explanatory statement.
- The Regional Director and Official Liquidator raised observations which were addressed by petitioner undertakings.
- The Income Tax Department raised observations regarding tax losses and future proceedings. The petitioners undertook that the Amalgamated Company (VLS) will not carry forward business losses of VXLS and that both VLS and JSCEL will participate in any future proceedings as successor entities.
- The petitioners undertook to comply with Sections 232(3)(i) and 240 of the Companies Act, 2013.
Concluding Steps
- The certified copy of the NCLT order is to be delivered to the Registrar of Companies within 30 days of its receipt.
- Upon such filing, the amalgamation and demerger shall become effective.
- The petitioners are to take all necessary and consequential steps to implement the Scheme.