Veranda Learning Solutions Limited has announced the receipt of an observation letter with 'no adverse observations' from the National Stock Exchange of India Limited (NSE) on January 20, 2026, concerning its proposed Composite Scheme of Arrangement. This follows a similar letter received from BSE Limited on January 19, 2026. The scheme involves the amalgamation of Veranda XL Learning Solutions Private Limited and the demerger into J.K. Shah Commerce Education Limited, along with their respective shareholders and creditors, under Sections 230 to 232 of the Companies Act, 2013. The NSE's observation letter outlines several conditions and disclosures that Veranda Learning must adhere to. These include disclosing ongoing adjudication and recovery proceedings, ensuring all submitted information is displayed on company and stock exchange websites, and complying with SEBI circulars. The company must also ensure that financials used are not older than six months and that the proposed equity shares to be issued are in demat form. Furthermore, the NSE has specified detailed disclosures required for the explanatory statement or notice to shareholders. These include the rationale for the scheme, synergies, impact on shareholders, cost-benefit analysis, details of the registered valuer and merchant banker, basis for the share swap ratio, pre- and post-scheme shareholding patterns, capital build-up, revenue, PAT, EBIDTA for the last three years, asset and liability details, potential benefits and risks, accounting methods, and financial implications. The company must also disclose pending actions against entities involved in the scheme, their promoters, and directors. The NSE's 'no objection' is conveyed under Regulation 37 of SEBI (LODR) Regulations, 2015, to enable Veranda Learning to file the draft scheme with the National Company Law Tribunal (NCLT). The listing of J.K. Shah Commerce Education Limited is subject to SEBI approval and the company fulfilling specific conditions, including submitting an Information Memorandum, publishing newspaper advertisements, and continuous disclosure of material information. The shares allotted pursuant to the scheme will remain frozen in depositories until listing and trading permission is granted. The company must ensure trading in securities commences within sixty days of the NCLT order. The validity of the NSE observation letter is six months from January 20, 2026.
