VERANDA - Veranda Learning
📢 Recent Corporate Announcements
Veranda Learning Solutions is undergoing an internal restructuring to consolidate its Government Test Preparation segment into a single entity, Veranda Race Learning Solutions. The merger includes Veranda IAS and Neyyar Academy, which reported 9-month revenues of Rs. 293.47 Lakhs and Rs. 135.89 Lakhs respectively. The transferee company, Veranda Race, is the dominant entity with a 9-month revenue of Rs. 7,483.23 Lakhs. This move is designed to simplify the group structure and improve operational efficiencies without changing the shareholding of the listed parent company.
- Merger of Veranda IAS and Neyyar Academy into Veranda Race Learning Solutions to consolidate the test prep segment.
- Veranda Race reported a significant revenue of Rs. 7,483.23 Lakhs for the nine months ended December 31, 2025.
- Internal transfer of 100% shareholding of Neyyar entities to Veranda Race completed on March 11, 2026.
- The restructuring aims to rationalize the group structure and enable focused growth in competitive exam training.
- No change in the shareholding pattern of the listed parent entity, Veranda Learning Solutions Limited.
Veranda Learning Solutions has announced that its commerce vertical produced 190 unique All-India Rankers (AIR) in the January 2026 CA examinations. Students from its brand BB Virtuals secured the top three ranks in the CA Final for the fourth consecutive time, including AIR 1, 2, and 3. The company also achieved AIR 1 in the CA Intermediate exam, demonstrating strong academic performance across its subsidiaries like JK Shah Classes and BB Virtuals. These results serve as a key performance indicator for the company's brand equity and its ability to attract students in the competitive test-prep market.
- Produced 190 unique All-India Rankers across CA Final, Intermediate, and Foundation levels.
- Secured the Top-3 sweep (AIR 1, 2, and 3) in CA Final exams for the fourth consecutive time.
- BB Virtuals brand contributed 132 rankers in the CA Final Top-50 and AIR 1 in CA Intermediate.
- JK Shah Classes and Navkar Digital Institute also contributed significantly to the rank tally.
- Performance validated across multiple core subjects including Direct Tax and Audit.
Veranda Learning Solutions has issued a postal ballot notice to seek shareholder approval for material related party transactions involving its subsidiaries. The proposal entails three subsidiaries providing corporate guarantees for a ₹125 crore credit facility from RBL Bank to be availed by Veranda XL Learning Solutions, a wholly-owned subsidiary. This inter-corporate support is a standard move to secure debt financing for group operations. Shareholders are invited to vote on this ordinary resolution through an e-voting process ending on April 5, 2026.
- Approval sought for corporate guarantees totaling ₹125 Crores in favor of RBL Bank Limited.
- Guarantees to be provided by subsidiaries Tapasya Educational, BB Virtuals, and Navkar Digital Institute.
- The credit facility is intended for Veranda XL Learning Solutions Private Limited, a wholly-owned subsidiary.
- The e-voting period for shareholders commences on March 07, 2026, and concludes on April 05, 2026.
- The resolution is categorized as an Ordinary Resolution under SEBI Listing Regulations for material related party transactions.
Promoters of Veranda Learning Solutions have pledged equity shares to secure credit facilities for the company and its subsidiary, Veranda XL Learning Solutions. A pledge of 30 lakh shares valued at ₹50 crore was created for City Union Bank, and a separate pledge worth ₹62.50 crore was established for RBL Bank. Both agreements mandate a minimum security cover, requiring promoters to pledge additional shares if the market value declines. This move facilitates debt financing but introduces risks associated with promoter share encumbrances.
- Promoters pledged 30,00,000 equity shares to secure a ₹50 crore facility from City Union Bank.
- An additional pledge worth ₹62.50 crore was created for RBL Bank to support a wholly owned subsidiary.
- Total promoter pledge value across both new agreements stands at ₹112.50 crore.
- Maintenance clauses require promoters to top up the pledge if the market value falls below the agreed thresholds.
Veranda Learning Solutions and its subsidiary, Veranda Race, have completed the premature redemption of senior, secured, unlisted NCDs totaling INR 125 Crores. The parent company redeemed INR 25 Crores while the subsidiary redeemed INR 100 Crores, effectively clearing the outstanding amounts for the specified ISINs. These NCDs were originally slated for maturity in February 2029, making this a significant early repayment nearly three years ahead of schedule. This move indicates a strong liquidity position or a strategic move to reduce interest-bearing debt.
- Total premature redemption of NCDs worth INR 125 Crores across the group
- Veranda Learning Solutions (VLS) redeemed INR 25 Crores of principal amount
- Subsidiary Veranda Race (VRACE) redeemed INR 100 Crores of principal amount
- Redemption completed on February 26, 2026, well ahead of the February 01, 2029 maturity date
- Outstanding amount for the specified NCD series is now NIL
Veranda XL Learning Solutions, a wholly-owned subsidiary of Veranda Learning Solutions (VLS), has entered into a facility agreement with RBL Bank for INR 125 crores. The debt package includes term loans totaling INR 112 crores and working capital facilities of INR 13 crores. Notably, the promoters of VLS have proposed a pledge of equity shares worth INR 62.50 crores to secure this facility. The loan is further backed by corporate guarantees from other group subsidiaries including B.B. Virtuals and Tapasya Educational Institutions.
- Total debt facility of INR 125 crores sanctioned by RBL Bank to subsidiary Veranda XL Learning Solutions.
- Facility includes two Term Loans of INR 87 crores and INR 25 crores respectively.
- Promoters to pledge VLS shares worth INR 62.50 crores as part of the security arrangement.
- Corporate guarantees provided by three subsidiaries: B.B. Virtuals, Tapasya Educational, and Navkar Digital.
- Includes an INR 11 crore Working Capital Term Loan and an INR 2 crore Overdraft facility.
Veranda Learning Solutions has executed a term loan agreement for INR 140 Crores with City Union Bank Limited. The primary purpose of this facility is to redeem existing Non-Convertible Debentures (NCDs) issued by the company and its subsidiary, Veranda Race Learning Solutions. The loan is backed by significant collateral, including land and school buildings in Chennai and Tiruchirapalli, as well as personal guarantees from the promoters. This move indicates a strategic shift toward bank-led financing to potentially lower interest costs and manage debt obligations more efficiently.
- Execution of a Term Loan agreement for INR 140 Crores with City Union Bank Limited.
- Proceeds dedicated to the redemption of NCDs for the parent company and Veranda Race Learning Solutions.
- Collateral includes 36,590 sq. ft. land in Chennai and 1,74,720 sq. ft. land in Tiruchirapalli owned by subsidiaries.
- Promoters to provide personal guarantees and a proposed equity share pledge worth INR 50 Crores.
- Hypothecation of receivables and current assets across nine group entities to secure the facility.
Veranda Learning Solutions reported a strong Q3 FY26 with revenue growing 52% YoY to ₹117 crores and a PAT of ₹17 crores, marking its fourth consecutive profitable quarter. The company's 9-month performance was robust, with EBITDA surging 409% to ₹150 crores and total enrolments increasing 55% to over 1.11 lakh students. Management confirmed that the demerger of the commerce vertical into J.K. Shah Commerce Education Limited is on track for a June 2026 listing. The company is also focused on deleveraging its ₹222 crore debt and expanding its academic footprint by adding 10-15 managed colleges next year.
- Q3 FY26 revenue grew 52% YoY to ₹117 crores, while 9M FY26 EBITDA rose 409% to ₹150 crores.
- Achieved fourth consecutive profitable quarter with Q3 PAT at ₹17 crores and 9M PAT at ₹114 crores.
- Total enrolments surged 55% YoY to 111,363, driving collections growth of 46% to ₹144 crores for the quarter.
- Demerger of J.K. Shah Commerce Education is filed with NCLT, with listing and trading expected by June 2026.
- Current debt stands at ₹222 crores at a 17% interest rate, with plans to deleverage using internal accruals and refinancing.
Veranda Learning Solutions has released the audio recording of its earnings call for the quarter ended December 31, 2025 (Q3 FY2026). The call, held on February 06, 2026, discussed the company's standalone and consolidated financial performance. This disclosure is a routine regulatory requirement under SEBI LODR regulations to ensure transparency. Investors can access the recording on the company's website to hear management's detailed commentary on operational performance and future outlook.
- Audio recording of the Q3 FY2026 earnings call is now available for public access.
- The call focused on unaudited financial results for the quarter ended December 31, 2025.
- The disclosure complies with SEBI Regulation 30 and 46(2)(oa) of the LODR Regulations.
- The recording provides insights into management's perspective on the company's growth trajectory.
Veranda Learning Solutions reported a strong Q3 FY26 with revenue growing 52% YoY to INR 116.7 crore, driven by robust enrollments in Government Test Prep and Commerce verticals. The company achieved its fourth consecutive PAT-positive quarter, with PAT rising 110% YoY to INR 17 crore. EBITDA surged 328% YoY to INR 52.6 crore, reflecting significant operational efficiency and cost optimization under the Veranda 2.0 strategy. The company is also progressing with the demerger of its Commerce vertical and strategic disinvestment of skilling brands to sharpen focus on core segments.
- Revenue from operations increased 52% YoY to INR 116.7 crore for Q3 FY26.
- EBITDA grew by 328% YoY to INR 52.6 crore, with margins expanding to 45%.
- PAT reached INR 17 crore, a 110% YoY increase, marking the fourth straight profitable quarter.
- Student enrollments saw a 55% YoY uptick, while collections grew 46% to INR 144 crore.
- Progressed on the demerger of the Commerce vertical into J.K. Shah Commerce Education Ltd.
Veranda Learning reported a robust Q3FY26 with revenue growing 52% YoY to INR 117 Cr and PAT increasing 110% to INR 17 Cr. The company's EBITDA saw a massive 328% jump to INR 53 Cr, driven by cost optimization and the 'Veranda 2.0' restructuring strategy. Key strategic moves include the demerger of the Commerce vertical into a separate listed entity (JK Shah) and the divestment of the Vocational segment into a 50:50 JV with SNVA. Management has set an ambitious FY30 target of INR 1,000+ Cr revenue with 50%+ EBITDA margins.
- Revenue from operations grew 52% YoY to INR 117 Cr in Q3FY26, while 9M FY26 revenue grew 29%.
- EBITDA surged 328% YoY to INR 53 Cr with margins expanding significantly to 45% due to operating leverage.
- Net Profit (PAT) increased by 110% YoY to INR 17 Cr, marking the fourth consecutive profitable quarter.
- Student enrollments rose 55% YoY to 1.11 lakh, while collections grew 46% to INR 144 Cr during the quarter.
- Strategic demerger of the Commerce vertical approved with a 1:1 share allotment for existing shareholders.
Veranda Learning Solutions has reported a significant financial turnaround for Q3 FY26, posting a consolidated Net Profit of ₹12.59 crore compared to a massive loss of ₹201.61 crore in the same period last year. Revenue from operations grew by 51.7% YoY to ₹116.80 crore, driven by improved operational efficiencies. The company's EBITDA turned positive at ₹52.39 crore, a sharp recovery from an EBITDA loss of ₹23.06 crore YoY. Furthermore, the board has approved a ₹140 crore term loan from City Union Bank to redeem high-cost Non-Convertible Debentures (NCDs), which is expected to further optimize finance costs.
- Consolidated Revenue from operations increased 51.7% YoY to ₹116.80 crore in Q3 FY26.
- Reported a Net Profit of ₹12.59 crore in Q3 FY26 against a Net Loss of ₹201.61 crore in Q3 FY25.
- EBITDA turned positive at ₹52.39 crore compared to an EBITDA loss of ₹23.06 crore in the year-ago quarter.
- Board approved a ₹140 crore term loan from City Union Bank for the redemption of existing NCDs.
- Finance costs significantly reduced to ₹13.24 crore from ₹33.12 crore in the corresponding quarter of the previous year.
Veranda Learning Solutions has scheduled its earnings conference call for the quarter and nine months ended December 31, 2025, on February 6, 2026. The call will take place at 2:00 PM IST, following the board meeting to approve the financial results on the same day. Key management, including the Chairman, COO, and CFO, will be present to discuss the company's performance and future outlook. This is a routine but essential event for investors to assess the company's growth in the ed-tech sector.
- Board meeting to approve Q3 and 9MFY26 results scheduled for February 6, 2026.
- Earnings conference call to be held on February 6, 2026, at 2:00 PM IST.
- Management participants include Executive Director & Chairman Suresh Kalpathi, COO Aditya Malik, and CFO Mohasin Khan.
- Universal dial-in numbers for the call are +91 22 6280 1557 and +91 22 7115 8383.
- Pre-registration is required for participants to receive call login details.
Veranda Learning has received 'no adverse observations' from NSE and BSE regarding the demerger of its commerce vertical and has subsequently filed the scheme with the NCLT Chennai. The demerger will create a standalone listed entity, J.K. Shah Commerce Education Limited, consolidating brands like J.K. Shah Classes and Navkar Digital Institute. The commerce vertical showed strong performance recently, producing 141 CA All-India Rankers in the May 2025 examinations. This restructuring aims to provide independent capital allocation and improve valuation transparency for the high-performing commerce segment.
- Received 'no adverse observations' from NSE and BSE for the commerce vertical demerger scheme.
- Filed the scheme with NCLT Chennai to incorporate J.K. Shah Commerce Education Limited as a separate listed entity.
- Consolidates major brands including J.K. Shah Classes, BB Virtuals, and Navkar Digital Institute.
- Commerce vertical produced 141 CA All-India Rankers in May 2025, including the top three ranks.
- Demerger intended to unlock long-term shareholder value through sharper strategic focus and independent capital allocation.
Veranda Learning Solutions Limited has allotted 4,37,956 equity shares to employees under its 2022 Employee Stock Option Plan. The shares were issued at an exercise price of Rs. 68.50 per share, which includes a premium of Rs. 58.50. This allotment has increased the company's total paid-up share capital from 9.57 crore shares to approximately 9.62 crore shares. The resulting equity dilution is minimal, estimated at approximately 0.46%.
- Allotment of 4,37,956 equity shares of face value Rs. 10 each on January 21, 2026
- Exercise price fixed at Rs. 68.50 per share, including a premium of Rs. 58.50
- Total paid-up share capital increased to Rs. 96,16,96,350 across 9,61,69,635 shares
- The new shares rank pari-passu with existing equity shares of the company
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).