The Regional Director, Southern Region, approved the scheme of amalgamation involving Veranda Learning Solutions subsidiaries on September 18, 2026. The order consolidates Veranda IAS Learning Solutions Private Limited and Neyyar Academy Private Limited into Veranda Race Learning Solutions Private Limited.

This corporate action follows an earlier intimation dated March 12, 2026. The company disclosed the approval under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Scheme Details

Veranda IAS Learning Solutions Private Limited serves as Transferor Company 1, a wholly owned subsidiary. Neyyar Academy Private Limited acts as Transferor Company 2, a step-down subsidiary and wholly owned entity of the Transferee Company. Veranda Race Learning Solutions Private Limited is the Transferee Company and a wholly owned subsidiary of the parent.

Upon filing the certified copy of the Regional Director's order with the Registrar of Companies in e-Form INC-28, the amalgamation takes effect from the Appointed Date specified in the scheme. Both transferor companies will stand dissolved without being wound up.

Distinction from Demerger

The company clarified that this amalgamation scheme is distinct from and unrelated to the separate scheme of demerger concerning its Commerce vertical. The disclosure was made at 5:44 pm on September 18, 2026.

The National Company Law Tribunal has sanctioned the composite scheme of arrangement for Veranda Learning Solutions , enabling the amalgamation of Veranda XL Learning Solutions Private Limited and the demerger of its commerce business into J.K.Shah Commerce Education Limited. The scheme becomes effective on August 31, 2026, following the filing of the certified order with the Registrar of Companies.

Scheme Implementation Details

Veranda Learning Solutions Limited, Veranda XL Learning Solutions Private Limited, and J.K.Shah Commerce Education Limited received the certified true copy of the NCLT Chennai Bench – I order on August 25, 2026. The tribunal had originally passed the order on August 20, 2026. The boards of directors of all three entities approved the filing of the order in e-Form INC-28 via circular resolutions on August 31, 2026.

Under the scheme terms, the effective date is defined as the last date by which all companies file the certified copies with the Registrar of Companies, Tamil Nadu, Chennai. Since all filings were completed on August 31, 2026, this date serves as both the effective date and the first appointed date for the amalgamation.

Amalgamation of Veranda XL Learning

With effect from August 31, 2026, Veranda XL Learning Solutions Private Limited merges with and into Veranda Learning Solutions Limited. Veranda XL Learning stands dissolved without winding up. The authorized share capital of Veranda XL Learning, comprising ₹37.5 crore (2.35 crore equity shares and 1.4 crore preference shares of ₹10 each), adds to Veranda Learning’s existing authorized capital of ₹110 crore.

Consequently, Veranda Learning’s authorized share capital increases to ₹147.5 crore. This comprises 13.35 crore equity shares of ₹10 each and 1.4 crore preference shares of ₹10 each.

Demerger of Commerce Business

The second appointed date is September 1, 2026, the business day immediately succeeding the first appointed date. On this date, the commerce business demerged undertaking transfers from Veranda Learning to J.K.Shah Commerce Education Limited.

Three subsidiaries cease to be part of Veranda Learning and become subsidiaries of J.K.Shah Commerce Education Limited:

Shareholder Entitlements

Eligible shareholders of Veranda Learning as on the record date will receive equity shares in J.K.Shah Commerce Education Limited. The entitlement ratio is one fully paid-up equity share of face value ₹10 in the resulting company for every one fully paid-up equity share of face value ₹10 held in Veranda Learning. The company will separately intimate the record date for determining eligible shareholders.

Key Dates Summary