Key Developments
1. Receipt of NCLT Order Certified Copy
Veranda Learning Solutions Limited (VLS), Veranda XL Learning Solutions Private Limited (VXLS), and J.K.Shah Commerce Education Limited (JSCEL) received the Certified True Copy of the NCLT order dated August 20, 2026, which sanctioned the Composite Scheme of Arrangement. The receipt occurred on August 25, 2026.
2. Board Approvals and Scheme Effectiveness
The Boards of Directors of VLS, VXLS, and JSCEL passed Circular Resolutions on August 31, 2026. The resolutions:
- Noted the receipt of the Certified True Copy of the NCLT order.
- Approved the filing of the order with the Registrar of Companies (ROC), Tamil Nadu, Chennai in e-Form INC-28.
- Approved consequential actions for implementing the Scheme.
The companies filed the order with the ROC in e-Form INC-28 on August 31, 2026. As per the Scheme's definition, this filing date (August 31, 2026) became the Effective Date of the entire Scheme.
3. First Appointed Date – Amalgamation
August 31, 2026 is the First Appointed Date for the amalgamation of VXLS with and into VLS (Part II of the Scheme). Consequently, VXLS stands dissolved without winding up from this date.
Capital Structure Impact:
The authorized share capital of VXLS (INR 37,50,00,000), comprising 2,35,00,000 Equity Shares of INR 10 each and 1,40,00,000 Preference Shares of INR 10 each, was merged with VLS's existing authorized capital (INR 110,00,00,000). This resulted in VLS's new authorized share capital becoming INR 147,50,00,000, comprising 13,35,00,000 Equity Shares of INR 10 each and 1,40,00,000 Preference Shares of INR 10 each.
4. Second Appointed Date – Demerger
September 01, 2026 is the Second Appointed Date for the demerger of the Commerce Business (Demerged Undertaking) from VLS into JSCEL (Part III of the Scheme). The Commerce Business stands transferred to and vested in JSCEL from this date.
5. Change in Subsidiaries
Effective September 01, 2026 (Second Appointed Date), the following companies cease to be subsidiaries of VLS and become subsidiaries of JSCEL as part of the Commerce Business transfer:
- BB Publication Private Limited (51% shareholding transferred)
- Navkar Digital Institute Private Limited (65% shareholding transferred)
- Tapasya Educational Institutions Private Limited (51% shareholding transferred)
6. Share Entitlement
Eligible shareholders of VLS (as on a future Record Date to be announced) will be entitled to receive 1 (One) equity share of face value INR 10 in JSCEL for every 1 (One) fully paid-up equity share of face value INR 10 held in VLS.
7. Summary of Key Dates
| Particular | Date |
| NCLT Order sanctioning the Scheme | August 20, 2026 |
| Receipt of Certified True Copy of NCLT Order | August 25, 2026 |
| Filing of order with ROC (e-Form INC-28) | August 31, 2026 |
| Effective Date of the Scheme | August 31, 2026 |
| First Appointed Date (Amalgamation of VXLS with VLS) | August 31, 2026 |
| Second Appointed Date (Demerger of Commerce Business into JSCEL) | September 1, 2026 |
Additional Information
The disclosure references earlier intimations dated September 11, 2025, and August 21, 2026. The information is also hosted on the company's website: https://www.verandalearning.com/web/index.php/composite-scheme-arrangement.