Scheme Background and Approval

The Hon'ble National Company Law Tribunal, Chennai Bench sanctioned the Composite Scheme of Arrangement on August 20, 2026. The scheme involved:

  • Veranda Learning Solutions Limited (VLS) as Demerged Company/Amalgamated Company
  • Veranda XL Learning Solutions Private Limited (VXLS) as Amalgamating Company
  • J.K.Shah Commerce Education Limited (JSCEL) as Resulting Company

The scheme provided for demerger, transfer and vesting of the Commerce Business (Demerged Undertaking) from VLS to JSCEL on a going concern basis.

Share Allotment Details

JSCEL allotted 9,65,06,610 (Nine Crore Sixty-Five Lakh Six Thousand Six Hundred Ten) equity shares of ₹10 each to shareholders of VLS as on record date. The share entitlement ratio was 1:1 - one fully paid-up equity share of JSCEL (face value ₹10) for every one fully paid-up equity share of VLS (face value ₹10) held.

Cost Apportionment Methodology

The original cost of acquisition of VLS equity shares shall be apportioned between VLS and JSCEL shares as follows:

  • Veranda Learning Solutions Limited: 64.50%
  • J.K.Shah Commerce Education Limited: 35.50%

Example Calculation

If a shareholder acquired 1,000 VLS shares at ₹200 per share (total cost ₹2,00,000):

  • Cost allocated to JSCEL shares: 35.50% of ₹2,00,000 = ₹71,000
  • Cost remaining for original VLS shares: 64.50% of ₹2,00,000 = ₹1,29,000

Basis for Apportionment Ratio

The 64.50%/35.50% ratio was determined based on the net book value of assets transferred under the Demerged Undertaking and the net worth of VLS immediately before demerger as at August 31, 2026, in accordance with Section 73 of the Income-tax Act, 2025.

Tax Treatment

  • The allotment of JSCEL shares to VLS shareholders shall not be regarded as a transfer for capital gains purposes under applicable IT Act provisions
  • The holding period of VLS shares shall be considered for determining the holding period of JSCEL shares per Section 2(101)(c)(B)(III) of IT Act 2025

Disclaimer

The company explicitly states this communication is for general guidance only and shareholders should consult their own tax advisors for specific tax implications. The company makes no representations or warranties about the accuracy or completeness of the information and shall not be responsible for any tax consequences arising from reliance on this communication.