The National Company Law Tribunal (NCLT), Chennai has approved the amalgamation of Veranda XL Learning Solutions Private Limited (VXLS) with Veranda Learning Solutions Limited (VLS) and the subsequent demerger of VLS's Commerce Education Business into J.K. Shah Commerce Education Limited (JSCEL).
A Bench comprising Judicial Member Sanjiv Jain and Technical Member Venkataraman Subramaniam sanctioned a Composite Scheme of Arrangement, observing:
“In the absence of any other objections having been placed on record, this Tribunal sanctions the Scheme as well as the prayers made therein.”
Under the Scheme, VXLS will amalgamate with VLS, with its entire undertaking vesting in VLS. VLS will thereafter demerge its Commerce Education Business into JSCEL.
VLS developed its Commerce Education Business through acquisitions including J.K. Shah Classes, Tapasya Educational Institutions and others. The Scheme seeks to enable VLS to focus on developing this business while attracting investors and unlocking its independent value.
The amalgamation is intended to consolidate the business operations of VXLS and VLS, enable more efficient utilisation of resources and economies of scale, reduce overheads and other expenses, improve cash management and facilitate better utilisation of the combined entity's cash flows. It also seeks to reduce the number of entities and associated compliance costs.
The demerged Commerce Education Business will operate through JSCEL as a separate listed entity, subject to applicable regulatory requirements. The arrangement is intended to provide sharper focus on the business, facilitate access to capital for growth and enable shareholders to invest in a focused, pure-play listed entity. The Scheme received approval from 100% of the equity shareholders who voted at the meeting held on 24 April 2026.
The Tribunal found that the Scheme appeared beneficial to the companies and would not adversely affect their shareholders. It held:
“This Tribunal is of the view that the Scheme as contemplated amongst the Petitioner Companies seems beneficial to the Companies and will not be in any way detrimental to the interests of the shareholders of the Companies.”
The Bench clarified that its sanction would not exempt the companies from payment of stamp duty, taxes or other statutory charges, or from compliance with applicable laws.
Accordingly, the NCLT sanctioned the Scheme and allowed the application.
For Petitioner: Senior Advocate P.H Aravind Pandian and Advocate Pawan Jhabakh
For Regional Director: Advocate Avinash Krishnan Ravi
For Official Liquidator: Assistant Official Liquidator
For Income Tax Department: Advocate Raj Jhabakh