Demerger: cost of acquisition of shares apportioned 64.50% to VLS and 35.50% to JSCEL

Veranda Learning has shared guidance on how shareholders should split the cost of acquisition of their shares after the demerger of its Commerce Business into J.K. Shah Commerce Education Ltd (JSCEL).

Mon 12 Oct 2026

Cost of acquisition apportioned to VLS shares

64.50%

Cost of acquisition apportioned to JSCEL shares

35.50%

JSCEL shares allotted

9,65,06,610 equity shares of Rs.10/- each, in the 1:1 share entitlement ratio

Background of the Scheme

• The Hon'ble National Company Law Tribunal, Chennai Bench, sanctioned the Composite Scheme of Arrangement among Veranda Learning Solutions Limited (VLS), Veranda XL Learning Solutions Private Limited and J.K. Shah Commerce Education Limited (JSCEL) by order dated August 20, 2026.
• The Scheme provides for the demerger, transfer and vesting of the Commerce Business (the Demerged Undertaking) from VLS to JSCEL on a going concern basis.
• The Scheme became effective on August 31, 2026, the Effective Date / First Appointed Date. September 1, 2026 is the Second Appointed Date from which the Demerged Undertaking has vested in and is deemed to have been transferred to JSCEL.

What shareholders received

• JSCEL issued and allotted 9,65,06,610 equity shares of Rs.10/- each to shareholders of VLS as on the record date of October 06, 2026.
• These were allotted in the share entitlement ratio of 1:1, that is one fully paid-up equity share of JSCEL of face value Rs.10/- for every one fully paid-up equity share of face value Rs.10/- held in VLS.
• The allotment was consideration for the demerger of the Demerged Undertaking, in accordance with Section 2(35) of the Income-tax Act, 2025.

How the cost of acquisition is split

• The original cost of acquisition of the VLS shares is now apportioned between the VLS shares and the JSCEL shares.
• 64.50% of the total cost of acquisition is attributed to the equity shares of Veranda Learning Solutions Limited.
• 35.50% of the total cost of acquisition is attributed to the equity shares of J.K. Shah Commerce Education Limited.
• The ratio was determined on the net book value of the assets transferred under the Demerged Undertaking and the net worth of VLS immediately before the demerger as at August 31, 2026, under Section 73 of the Income-tax Act, 2025.

The company's worked example

• A shareholder who had acquired 1,000 equity shares of VLS at Rs.200/- per share had an aggregate cost of acquisition of ₹ 2,00,000.
• After the Scheme, that shareholder is entitled to 1,000 equity shares of JSCEL.
• ₹71,000 (35.50% of ₹ 2,00,000) is regarded as the cost of acquisition of the JSCEL shares.
• ₹1,29,000 (64.50% of ₹ 2,00,000) continues to be regarded as the cost of acquisition of the original VLS shares.

Tax points stated

• The allotment of JSCEL equity shares to VLS shareholders, to the extent covered by the applicable provisions of the Income-tax Act, 2025, shall not be regarded as a transfer for the purposes of capital gains.
• The period for which the VLS equity shares were held is taken into account in determining the period of holding of the JSCEL equity shares, under Section 2(101)(c)(B)(III) of the Income-tax Act, 2025.

What this means for a retail shareholder

• This is general guidance for working out the cost base of the two sets of shares a shareholder now holds, which is used when computing capital gains on a future sale.
• The communication is issued solely for the general guidance of shareholders, and shareholders are advised to consult their own tax advisors on the specific tax implications applicable to them.
• The company states the information should not be construed as a substitute for independent tax, legal or financial advice.

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