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

Veranda Learning Solutions announced the lapse and forfeiture of 6,23,054 convertible warrants due to non-payment of the balance amount, resulting in ₹5 crore being forfeited.

Warrant lapse and forfeiture details

The forfeiture was triggered by the failure to pay the balance amount due on the convertible warrants. As a consequence of the non-payment, the warrants lapsed and the amounts already received against them were forfeited by the company.

The key details of the corporate action are summarised below:

Convertible warrants typically require holders to pay an upfront subscription amount at the time of allotment, with the balance payable at the time of conversion into equity shares. Non-payment of the balance amount within the stipulated period results in the lapse of the warrants and forfeiture of the subscription amount already paid.