Veranda Learning Solutions' Composite Scheme of Arrangement Sanctioned by NCLT

Veranda Learning Solutions Limited has received sanction for its Composite Scheme of Arrangement from the Hon’ble National Company Law Tribunal, Chennai Bench – I, vide its order dated August 20, 2026. The scheme involves the amalgamation of Veranda XL Learning Solutions Private Limited with Veranda Learning Solutions Limited, and the demerger of Veranda Learning Solutions Limited's Commerce Education Business into J.K. Shah Commerce Education Limited. The NCLT order was uploaded on August 21, 2026. The amalgamation of Veranda XL Learning Solutions Private Limited into Veranda Learning Solutions Limited will result in the dissolution of Veranda XL Learning Solutions Private Limited without winding up. The demerger will transfer the Commerce Education Business to J.K. Shah Commerce Education Limited, which will then be listed on the stock exchanges. This restructuring aims to consolidate operations, attract investors, and unlock value for shareholders by creating focused entities. The scheme also details the treatment of existing Employee Stock Options (ESOPs) and share warrants, ensuring continuity and fair apportionment between the resulting entities. The company will take necessary steps to give effect to the scheme upon receipt of the certified copy of the NCLT order. The scheme also addresses the disputed statutory dues of ₹23,27,888 related to the Employees' State Insurance Act, 1948, which the Resulting Company will assume and account for, subject to the outcome of pending proceedings.