Veranda Learning Solutions Limited (VERANDA)
₹39.68 -4.98% last close, 16 Oct
Latest quarterly results (Q1 FY27)
In its latest reported quarter, Q1 FY27, Veranda Learning's revenue was ₹150 Cr (+7.4% year on year, +13.3% on the previous quarter), and net profit ₹33.9 Cr (+467.9% year on year); the operating margin was 34.7%.
| Q1 FY27 (₹ Cr) | Value | YoY vs Q1 FY26 | QoQ |
|---|---|---|---|
| Revenue | ₹150 | +7.4% | +13.3% |
| Operating profit | ₹51.9 | +39.4% | +10.4% |
| Net profit | ₹33.9 | +467.9% | +111.7% |
| EPS (₹) | 3.03 | from loss | +229.3% |
| Operating margin | 34.7% | — | — |
VERANDA exchange data
NSE end-of-day data for
It closed at a price band (circuit) on 7 sessions in about the last 20.
A description of what the exchange published, not a recommendation. Names such as "accumulation" or "long buildup" label a pattern in the numbers. How delivery is analysed
📢 Recent Corporate Announcements
J.K. Shah Commerce Education Limited (JSCEL), the resulting company in Veranda Learning Solutions' ongoing demerger scheme, has executed a pledge agreement on October 13, 2026. Under the terms, JSCEL pledged 5,100 equity shares in BB Publication Pvt Ltd and 26,50,725 shares in Tapasya Educational Institutions Pvt Ltd to SBICAP Trustee Company. The pledge acts as security for 14,300 unlisted, unrated NCDs issued by JSCEL aggregating ₹143 crore. This debt represents approximately 33.3% of Veranda's TTM revenue (₹429 crore) and 93.5% of its current market cap (₹153 crore).
- Pledge created to secure ₹143 crore unlisted, unrated Senior NCDs issued by resulting entity JSCEL
- Security covers 5,100 shares in BB Publication and 26,50,725 shares in Tapasya Educational Institutions
- Total NCD issue comprises 14,300 debentures with a face value of ₹1,00,000 each
- Filing confirms no event of default has occurred and operational control remains unaffected
Veranda Learning Solutions Limited has issued guidance on the apportionment of original acquisition costs following the demerger of its Commerce Business into J.K.Shah Commerce Education Limited (JSCEL). The acquisition cost is split 64.50% for Veranda Learning Solutions and 35.50% for JSCEL. Pursuant to the 1:1 share entitlement ratio, JSCEL allotted 9,65,06,610 equity shares of face value Rs 10 each to eligible shareholders as of the October 06, 2026 record date. The Scheme took effect on August 31, 2026, with the transfer effective from September 1, 2026.
- Cost of acquisition apportioned at 64.50% for VLS and 35.50% for JSCEL
- JSCEL allotted 9,65,06,610 equity shares of face value Rs 10 each in a 1:1 ratio
- Record date for share entitlement was October 06, 2026
- Scheme of arrangement approved by NCLT Chennai on August 20, 2026, effective August 31, 2026
Veranda Learning Solutions announced that the Listing Committee of J.K. Shah Commerce Education Limited (JSCEL) has allotted 9,65,06,610 equity shares of face value Rs 10 each on October 07, 2026. This follows the 1:1 demerger entitlement ratio for eligible shareholders as of the record date, October 06, 2026. JSCEL has officially ceased to be a wholly-owned subsidiary of Veranda following the cancellation of its initial 1,000 equity shares. The newly allotted shares will remain frozen until listing and trading approvals are received from BSE and NSE.
- Allotment of 9,65,06,610 equity shares of face value Rs 10 each by JSCEL
- Share entitlement ratio fixed at 1:1 (one share of JSCEL for every one share of Veranda)
- Record date was fixed as October 06, 2026
- Pre-Scheme capital of 1,000 equity shares cancelled; JSCEL ceases to be a wholly owned subsidiary
- Allotted shares remain frozen pending listing and trading permission from BSE and NSE
Veranda Learning Solutions has announced the constitution of an 8-member Board of Directors for its demerged entity, J.K. Shah Commerce Education Limited (JSCEL). The board will be led by Prof. J.K. Shah as Chairman & Managing Director, alongside four independent directors including former SEBI Chairman Devendra Raj Mehta. The announcement comes directly ahead of the demerger Record Date set for October 6, 2026. Following the demerger, JSCEL consolidates five brands—including J.K. Shah Classes and Navkar Digital Institute—and will seek a separate listing on the BSE and NSE.
- Demerger Record Date scheduled for October 6, 2026, for eligible Veranda shareholders
- 8-member Board constituted for JSCEL, including 4 Independent Directors and 2 Whole-time Directors
- Consolidates 5 commerce brands: J.K. Shah Classes, BB Virtuals, Navkar Digital Institute, Tapasya College of Commerce, and Logic School of Management
- Appointed CA Kalpesh J. Mehta as Chief Financial Officer, possessing over 25 years of experience
- JSCEL to subsequently pursue separate listing on both BSE and NSE subject to regulatory approvals
Veranda Learning Solutions reported a progress update on its composite scheme of arrangement regarding the demerger of its Commerce business into J.K. Shah Commerce Education Limited (JSCEL). JSCEL's board and shareholders approved the appointment of Jitendra Kantilal Shah as Chairman & Managing Director for a 3-year term effective October 06, 2026. In addition, Pooja Jinit Dharia and Vishal Jitendra Shah were appointed as Whole-time Directors for 3 years, alongside new independent directors, CFO Kalpesh Mehta, and Company Secretary Kailash S. Non-Executive Directors K Praveen Kumar and R Rangarajan resigned effective October 06, 2026, setting up JSCEL's standalone governance structure.
- Jitendra Kantilal Shah appointed Chairman & MD of JSCEL for a 3-year term from October 06, 2026
- Pooja Jinit Dharia and Vishal Jitendra Shah appointed Whole-time Directors for 3 years from October 05, 2026
- Kalpesh J. Mehta appointed as Chief Financial Officer of JSCEL with effect from October 06, 2026
- 2 Non-Executive Directors (K Praveen Kumar and R Rangarajan) resigned effective close of business October 06, 2026
In connection with its ongoing demerger scheme, Veranda Learning Solutions disclosed that resulting entity J.K. Shah Commerce Education Limited (JSCEL) has allotted ₹33 crore worth of unlisted Non-Convertible Debentures (NCDs) on private placement. The 5-year secured NCDs carry a nominal 0.001% p.a. coupon rate and were subscribed by promoters Kalpathi S Aghoram, Kalpathi S Ganesh, and Kalpathi S Suresh. The ₹33 crore fundraise will be utilized to close JSCEL's existing loan facility with RBL Bank Limited and for general corporate purposes.
- ₹33,00,00,000 raised via 3,300 unlisted NCDs of face value ₹1,00,000 each
- Subscribed entirely by promoter entities (Kalpathi S Aghoram, Kalpathi S Ganesh, and Kalpathi S Suresh)
- Nominal fixed coupon rate of 0.001% per annum payable on redemption after 5 years (maturity September 29, 2031)
- Proceeds earmarked to repay existing RBL Bank loan facility and general corporate purposes
Veranda Learning Solutions reported that J.K. Shah Commerce Education Limited (JSCEL), the resulting company in its composite demerger scheme, has allotted unlisted NCDs worth ₹110 crore on September 24, 2026. The 5-year debentures carry a nominal coupon rate of 0.001% per annum and were issued to promoter-group investors Kalpathi S Aghoram, Kalpathi S Ganesh, and Kalpathi S Suresh. The proceeds will be utilized to close JSCEL's existing loan facility with RBL Bank Limited and for general corporate purposes. This fundraise equals approximately 25.6% of Veranda's TTM revenue of ₹429 crore.
- ₹110 crore raised through private placement of 11,000 senior, secured, unlisted NCDs of face value ₹1,00,000 each
- Near-zero borrowing cost with a fixed coupon rate of 0.001% per annum payable on redemption
- 5-year tenure maturing on September 23, 2031, secured by a minimum 1x charge on JSCEL's assets
- Issued to promoter family members to refinance higher-cost bank debt from RBL Bank Limited
Veranda Learning Solutions has fixed October 6, 2026, as the record date for the demerger of its Commerce business into J.K. Shah Commerce Education Limited (JSCEL). Under the NCLT-sanctioned Composite Scheme of Arrangement, eligible shareholders will receive 1 equity share of JSCEL for every 1 equity share held in Veranda Learning. The demerged entity brings together key brands including J.K. Shah Classes, BB Virtuals, Navkar Digital Institute, Tapasya College of Commerce, and Logic School of Management, and will pursue an independent listing on BSE and NSE. Prof. J.K. Shah will lead JSCEL as Executive Director and Chairman.
- Share entitlement ratio fixed at 1:1 (1 equity share of JSCEL for every 1 share of Veranda Learning).
- Record date determined as October 6, 2026, following NCLT Chennai Bench-I sanction.
- JSCEL will subsequently pursue separate listings on both BSE and NSE.
- Consolidates five major commerce brands: J.K. Shah Classes, BB Virtuals, Navkar Digital Institute, Tapasya College, and Logic School of Management.
Veranda Learning Solutions has fixed Tuesday, October 06, 2026, as the record date for its Composite Scheme of Arrangement. Under the scheme sanctioned by NCLT Chennai on August 20, 2026, shareholders of Veranda will receive 1 share of J.K.Shah Commerce Education Limited (face value Rs 10) for every 1 share held. The newly allotted equity shares of JSCEL are proposed to be listed on both BSE and NSE subject to regulatory approvals.
- Record date fixed as October 06, 2026 for demerger entitlement
- Swap ratio set at 1 equity share of JSCEL (FV Rs 10) for every 1 share of Veranda Learning (FV Rs 10)
- NCLT Chennai Bench sanctioned the Composite Scheme of Arrangement on August 20, 2026
- JSCEL shares are proposed to be listed on both BSE and NSE
Veranda Learning Solutions' wholly owned subsidiary, J.K. Shah Commerce Education Limited (JSCEL), has approved raising ₹143 crore via unlisted, secured Non-Convertible Debentures (NCDs) on a private placement basis. The NCDs have a tenure of 5 years with a nominal coupon rate of 0.001% per annum payable on redemption. The proceeds will be deployed to repay JSCEL's existing loan facility from RBL Bank Limited and for general corporate purposes. Relative to Veranda's balance sheet, this ₹143 crore issue equals ~40.7% of its consolidated debt of ₹351 crore and ~15.3% of its market cap.
- Issue of unlisted, senior, secured NCDs totaling ₹143,00,00,000 (₹143 crore)
- Nominal fixed coupon rate of 0.001% per annum payable on redemption
- Instrument tenure is 5 years from the deemed date of allotment
- Proceeds dedicated to repaying the full existing credit facility with RBL Bank Limited plus general corporate purposes
- Requires minimum 1x security cover on all movable and immovable assets of JSCEL
Promoters of Veranda Learning Solutions (Messrs. Kalpathi S. Aghoram, Ganesh, and Suresh) have pledged company equity shares to secure a personal credit facility of ₹111 crore. The pledge agreement was executed on September 21, 2026, in favor of Authum Investment & Infrastructure Limited, which holds a 10.8% equity stake in the company. The ₹111 crore borrowing is taken in a personal capacity and equals approximately 12.0% of Veranda's current market cap of ₹927 crore. The company itself is not a party to the agreement, but invocation risks remain if security covers are breached.
- Promoters secured personal credit facilities of ₹111 crore from Authum Investment & Infrastructure Limited
- Lender Authum Investment held a 10.8% equity stake in Veranda Learning as of September 18, 2026
- First-ranking exclusive pledge created over promoter-held equity shares
- Unattested pledge agreement executed on September 21, 2026; company is not a party to the loan
Veranda Learning Solutions announced that the Regional Director, Southern Region, has approved the Scheme of Amalgamation between its wholly-owned subsidiaries vide an order dated September 18, 2026. Under the scheme, Veranda IAS Learning Solutions and step-down subsidiary Neyyar Academy will merge into Veranda Race Learning Solutions. Both transferor entities will be dissolved without being wound up upon filing e-Form INC-28 with the ROC. The company clarified this internal corporate consolidation is separate from the proposed demerger of its Commerce vertical.
- Regional Director (Southern Region) approved amalgamation order on September 18, 2026
- Veranda IAS Learning Solutions and Neyyar Academy to merge into Veranda Race Learning Solutions
- Scheme takes effect upon filing certified order copy with ROC via Form INC-28
- Transferor Company 1 and 2 to be dissolved without winding up
- Management clarified the scheme is distinct from the planned demerger of the Commerce vertical
Veranda Learning Solutions has approved the conversion of 1,55,763 warrants into an equal number of equity shares for Goodday Enterprises LLP (Non-Promoter) at an issue price of Rs 321 per share. The company received Rs 3.75 crore, representing the remaining 75% payable on conversion, bringing total proceeds for this tranche to Rs 5.00 crore. Consequent to the allotment, the company's paid-up equity base increases marginally from 9,63,50,847 shares to 9,65,06,610 shares.
- Conversion of 1,55,763 warrants into fully paid-up equity shares at Rs 321 each (including Rs 311 premium)
- Receipt of Rs 3,74,99,942.25 (75% balance payment) from Goodday Enterprises LLP
- Total warrant consideration amounts to Rs 4,99,99,923
- Paid-up share capital expands from 9,63,50,847 to 9,65,06,610 equity shares
- Allottee's shareholding increases from 0.49% (4,71,233 shares) to 0.65% (6,26,996 shares)
Veranda Learning Solutions has enhanced its authorised share capital from ₹110.00 crore to ₹147.50 crore pursuant to the effectiveness of its Composite Scheme of Arrangement. The authorised share capital of the amalgamating company, Veranda XL Learning Solutions (₹37.50 crore), has been merged into Veranda. The revised capital is divided into 13.35 crore equity shares of ₹10 each and 1.40 crore preference shares of ₹10 each, leading to an amendment in Clause 5 of its Memorandum of Association.
- Authorised share capital increased by ₹37.50 crore from ₹110.00 crore to ₹147.50 crore
- Merged capital from amalgamating entity Veranda XL Learning Solutions Private Limited
- Revised structure includes 13.35 crore equity shares and 1.40 crore preference shares of ₹10 each
- Clause 5 of the Memorandum of Association amended to reflect the revised capital structure
Veranda Learning Solutions has announced that its Composite Scheme of Arrangement has become effective on August 31, 2026, following the filing of the certified NCLT order. The scheme involves the amalgamation of Veranda XL Learning Solutions into the company and the subsequent demerger of its Commerce business into J.K.Shah Commerce Education Limited (JSCEL) effective September 1, 2026. Shareholders of Veranda will receive 1 fully paid-up equity share of JSCEL (face value INR 10) for every 1 share held in Veranda. Along with the demerger, subsidiaries including BB Publication (51%), Navkar Digital Institute (65%), and Tapasya Educational Institutions (51%) will move under JSCEL.
- Scheme effective date established as August 31, 2026, following ROC filing in Form INC-28
- Share entitlement set at 1:1 (1 equity share of JSCEL for every 1 equity share held in Veranda)
- Authorized share capital of Veranda increased from INR 110.00 Cr to INR 147.50 Cr post-amalgamation of VXLS
- Demerger of the Commerce business into JSCEL takes effect on September 1, 2026
- Transfer of majority stakes in three subsidiaries (51% BB Publication, 65% Navkar Digital, 51% Tapasya) to JSCEL
Financial Performance
Revenue Growth by Segment
The company projects a total revenue of INR 666 Cr for FY26. This is driven by the Commerce segment contributing INR 343 Cr (51.5% of total) and other segments contributing INR 323 Cr (48.5%). The vocational arm, through the SNVA alliance, is targeting a 25% CAGR to reach over INR 250 Cr by FY26.
Geographic Revenue Split
While specific regional percentage splits are not disclosed, the SNVA alliance expands the company's reach to 60+ countries, targeting 1.5Mn+ learners globally, indicating a significant shift toward international revenue streams.
Profitability Margins
The company is currently trading at an EBITDA margin of 35%. It aims to reach a 47% margin over the next 4-5 years through cost rationalization and scaling. For FY26, the Commerce segment is expected to deliver a PAT of INR 103 Cr, while other segments are projected to have a PAT loss of INR 29 Cr.
EBITDA Margin
Consolidated EBITDA for FY26 is projected at INR 232 Cr, representing a 34.8% margin. The Commerce vertical specifically is expected to contribute INR 163 Cr in EBITDA, while the SNVA vocational JV targets an EBITDA exceeding INR 60 Cr by FY26.
Capital Expenditure
The company utilized INR 310 Cr from QIP proceeds to clear legacy debt of Veranda XL. Additionally, 100% of the proceeds from the July 22, 2025, QIP (1,58,71,173 shares) have been utilized toward the objects of the issue, primarily for deleveraging and growth capital.
Credit Rating & Borrowing
Veranda is transitioning from high-cost debt to low-cost single-digit percentage debt (under 10%) through ongoing conversations with public sector banks. It previously raised INR 25 Cr via Non-Convertible Debentures from Ascertis Investment Managers at subsidiary levels (Veranda Race, Veranda XL, Veranda IAS).
Operational Drivers
Raw Materials
As an ed-tech firm, primary 'raw materials' are faculty expertise, digital content development, and technology infrastructure. Faculty and content costs are being optimized through a shared-service model and segment-specific rationalization.
Import Sources
Not applicable as the company provides educational services; however, technology infrastructure is sourced globally to support its 60-country reach.
Key Suppliers
Key partners include SNVA EduTech for vocational training and Ascertis Investment Managers for debt financing.
Capacity Expansion
Enrollments grew by approximately 64% quarter-on-quarter, rising from 61,000 to nearly 100,000. The company is expanding its physical footprint by rolling out full courses across all existing centers and regions.
Raw Material Costs
Corporate overheads were rationalized by 37.5%, reducing from INR 24 Cr annually to INR 15 Cr. This reduction directly improves the scalability of the 'Veranda 2.0' model.
Manufacturing Efficiency
The company operates an asset-light, technology-driven model. Efficiency is measured by the conversion of cash collections (INR 173 Cr in Q2FY26) into recognized revenue over course durations.
Logistics & Distribution
Distribution is handled via online, offline, and hybrid blended formats, focusing on digital-led admissions to reduce physical marketing costs.
Strategic Growth
Expected Growth Rate
25%
Growth Strategy
Growth will be achieved through the 'Veranda 2.0' strategy, focusing on high-growth segments like government test prep and recruitment-linked training. The company targets 5-7x growth in 3-4 years by expanding course offerings across all centers and leveraging the SNVA alliance for global scaling.
Products & Services
Test preparation for CA (Commerce), IAS, and Banking exams; recruitment-linked training; and vocational courses in AI, technology, data science, and cybersecurity.
Brand Portfolio
JK Shah, Veranda Race, Veranda IAS, Brain4ce (Edureka), and SNVA EduTech (JV).
New Products/Services
Introduction of high-value courses in AI and cybersecurity through the SNVA partnership, expected to contribute to the INR 250+ Cr revenue target for the vocational arm.
Market Expansion
Expansion into 60+ countries via the SNVA partnership and a 1:1 share allotment demerger to create a standalone listed entity for the Commerce business.
Market Share & Ranking
The company claims to be one of the leading education players in India, with its Commerce vertical delivering 154 rankers in recent accounting exams.
Strategic Alliances
50:50 share-swap JV with SNVA EduTech for the vocational arm; partnership with J.K. Shah for the commerce vertical.
External Factors
Industry Trends
The industry is shifting toward hybrid/blended learning models. Veranda is positioning itself as an 'Education Powerhouse' by integrating offline legacy brands with digital delivery to capture this shift.
Competitive Landscape
Competes with both traditional offline coaching centers and large-scale ed-tech platforms in the test-prep and vocational skilling space.
Competitive Moat
The moat is built on 'Trusted Brands' like JK Shah and a technology-driven, asset-light model. These are sustainable because legacy brands have high entry barriers in test prep, and the 1:1 demerger unlocks specific shareholder value for the commerce segment.
Macro Economic Sensitivity
Highly sensitive to Indian government employment trends and the professional certification market (CA/CMA).
Consumer Behavior
Increasing demand for recruitment-linked training and high-value tech certifications (AI/Cybersecurity) among graduates and professionals.
Geopolitical Risks
Trade barriers or regulatory changes in the 60+ countries served by the SNVA alliance could impact the vocational segment's 25% CAGR target.
Regulatory & Governance
Industry Regulations
Compliance with SEBI Listing Obligations and Disclosure Requirements (LODR) 2015 and ICAI standards for accounting education.
Taxation Policy Impact
The Commerce segment shows a projected tax impact of approximately INR 4 Cr (PBT INR 107 Cr vs PAT INR 103 Cr) for FY26.
Legal Contingencies
The company has filed a demerger scheme for the Commerce business with exchanges; pending approvals from the NCLT and other regulatory bodies are required for the listing of JK Shah Commerce Education Limited.
Risk Analysis
Key Uncertainties
The successful execution of the demerger and the ability of the non-commerce vertical to reach profitability (currently projected at a PAT loss of INR 29 Cr for FY26).
Geographic Concentration Risk
Heavy concentration in India, though the SNVA alliance aims to diversify this across 60 countries.
Third Party Dependencies
Dependency on J.K. Shah's leadership for the newly demerged commerce entity.
Technology Obsolescence Risk
Risk of digital platforms becoming outdated; mitigated by continuous investment in digital-led admissions and technology-driven learning formats.
Credit & Counterparty Risk
Low risk due to the B2C nature of the business where fees are often collected as advances (INR 94 Cr currently held).
