The National Company Law Tribunal (NCLT), Chennai Bench - I, has approved the Scheme of Amalgamation involving Veranda Learning Solutions Limited 's subsidiaries, Veranda K-12 Learning Solutions Private Limited and Veranda Administrative Learning Solutions Private Limited. The tribunal issued its order on July 31, 2026, sanctioning the merger which will result in the dissolution of the Transferor Company. This corporate restructuring consolidates operations within the group’s wholly owned subsidiaries, streamlining the organizational structure as per the approved scheme.

The amalgamation involves Veranda K-12 Learning Solutions Private Limited, identified as the Transferor Company and a stepdown subsidiary of the listed entity, merging into Veranda Administrative Learning Solutions Private Limited, the Transferee Company and a wholly owned subsidiary of the parent. Both entities are wholly owned by Veranda Learning Solutions Limited. The NCLT order was uploaded to the tribunal's website on August 04, 2026, following the earlier intimation dated August 05, 2025.

Regulatory Filings and Effective Date

The amalgamation will take effect from the appointed date specified in the scheme, contingent upon the filing of the NCLT order with the Registrar of Companies through e-form INC-28. Upon successful filing, the Transferor Company will legally stand dissolved. The disclosure was made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

S Balasundharam, Company Secretary & Compliance Officer of Veranda Learning Solutions Limited, signed the disclosure on August 05, 2026. The company confirmed that the information is also available on its official website for stakeholder reference. The approval marks a key procedural milestone in the consolidation process, allowing the group to proceed with the final administrative steps required for the legal dissolution of the Transferor Company.

Veranda Learning Solutions disclosed a material update on July 29, 2026, regarding the Composite Scheme of Arrangement among Veranda Learning Solutions Limited, Veranda XL Learning Solutions Private Limited, and J.K. Shah Commerce Education Limited. The update stems from observation letters issued by the National Stock Exchange of India Limited and BSE Limited on January 20, 2026, requiring continuous disclosure of material information relating to J.K. Shah Commerce Education Limited until the scheme becomes effective. This development ensures transparency for shareholders as the entities move closer to the implementation of the amalgamation and demerger structure under Sections 230 to 232 of the Companies Act, 2013.

The Board of Directors of J.K. Shah Commerce Education Limited met on July 29, 2026, to approve several governance measures necessary for its transition into a listed entity. These actions are critical for aligning the company’s constitutional documents and audit frameworks with the regulatory requirements applicable to listed companies under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The approvals include the adoption of a new set of Articles of Association and the appointment of key audit professionals, subject to shareholder approval at the ensuing Annual General Meeting.

Governance and Audit Appointments

The Board approved the adoption of new Articles of Association to replace the existing ones, ensuring consistency with the Companies Act, 2013, and SEBI regulations. In the event of any inconsistency between the Articles and SEBI laws, the latter will prevail. Additionally, the Board appointed three firms to oversee the company’s financial and secretarial compliance.

KKC & Associates LLP, established in 1936, will serve as Statutory Auditors for five consecutive years starting from FY26. SAAKSH and Associates LLP will handle internal audits for the Financial Year 2026-27. Nilesh Shah & Associates, which has conducted secretarial audits for the company since FY2014-15, was appointed for a five-year term commencing from FY26.

What the Numbers Show

The structured approach to auditor appointments highlights the resulting company’s focus on regulatory readiness. By appointing long-term statutory and secretarial auditors simultaneously with the revision of Articles of Association, J.K. Shah Commerce Education Limited is consolidating its governance framework ahead of the NCLT order and share allotment. This proactive alignment reduces potential compliance gaps during the critical transition period from an unlisted to a listed status.

The material update was communicated pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Shareholders can access further details on the company’s website.