The National Company Law Tribunal (NCLT) Chennai Bench – I has sanctioned the composite scheme of arrangement for Veranda Learning Solutions . The tribunal approved the merger involving Veranda XL Learning Solutions Private Limited and J.K. Shah Commerce Education Limited on August 20, 2026.

Scheme Details

The sanctioned scheme involves three entities under Sections 230 to 232 of the Companies Act, 2013:

• Demerged Company: Veranda Learning Solutions Limited
• Amalgamating Company: Veranda XL Learning Solutions Private Limited
• Resulting Company: J.K. Shah Commerce Education Limited

The order was pronounced in an open court hearing held via video conferencing. The petition and application were disposed of immediately following the approval.

Strategic Context

The NCLT approval marks a significant milestone in Veranda Learning’s Veranda 2.0 strategy of creating focused, independently managed education businesses with sharper strategic focus, greater operational agility and enhanced long-term value creation for shareholders. With this approval, and subject to completion of the implementation steps under the sanctioned Scheme, applicable regulatory filings and other customary approvals, the company has entered the execution phase of the demerger. The process is expected to be completed within the prescribed statutory timelines, including determination of the Record Date, share allotment and listing of J.K. Shah Commerce Education Limited.

Upon the Scheme becoming effective, J.K. Shah Commerce Education Limited will house Veranda Learning’s entire Commerce education business, bringing together leading brands including J.K. Shah Classes, BB Virtuals, Navkar Digital Institute, Tapasya College of Commerce and Logic School of Management under a single, focused platform. As an independent listed company, J.K. Shah Commerce Education Limited will be well-positioned to pursue accelerated growth, strengthen its market leadership and create long-term value for all stakeholders.

Suresh Kalpathi, Executive Director and Chairman, Veranda Learning Solutions Limited, said: "The NCLT's approval is a significant milestone in our journey to build focused, category-leading education businesses. The Commerce vertical has evolved into one of India's strongest professional education platforms, and this demerger will enable it to pursue its next phase of growth as an independent company. Our teams are fully geared to execute the Scheme within the prescribed timelines, and we believe this restructuring will unlock significant long-term value for all stakeholders."

Veranda Learning’s Commerce vertical is one of India’s leading professional commerce education platforms, offering coaching for CA, CS, CMA, ACCA, CPA and other finance and accounting qualifications through classroom, hybrid and online learning models, with a strong track record of producing All India Rank holders. The Company will announce the Record Date, share entitlement, share allotment schedule and listing timeline of J.K. Shah Commerce Education Limited through appropriate regulatory disclosures in due course.

Regulatory Compliance

Veranda Learning Solutions disclosed the development pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company informed investors that the electronic copy of the tribunal’s order was uploaded to the NCLT website on August 21, 2026, at 6:26 pm.

Next Steps

Upon receiving the certified copy of the order from the tribunal, Veranda Learning Solutions will take all necessary consequential steps to implement the scheme. The company has made the NCLT order available on its official website for shareholder reference.

Veranda Learning Solutions reported a consolidated net profit of ₹338.7 million for the quarter ended June 30, 2026 (Q1FY27), marking a substantial improvement from the ₹59.2 million profit recorded in the same period last year. This turnaround is driven by robust top-line growth and effective cost management, despite operating margin compression. The result marks the company’s sixth consecutive quarter of positive profit after tax.

Consolidated revenue from operations rose 42% year-on-year to ₹1,495.4 million, up from ₹1,056.7 million in Q1FY26. The growth was broad-based across key segments, with Commerce revenue jumping 47% to ₹1,085.8 million and Government test preparation revenue increasing 38% to ₹325.2 million. Overall enrolments for the quarter grew by 35% to 1.03 lakh students, while collections increased by 27% to ₹1,650 million, highlighting strong demand across all segments.

Financial Performance

While revenue expanded significantly, earnings before interest, taxes, depreciation, and amortization (EBITDA) grew at a slower pace, leading to margin contraction. EBITDA stood at ₹538.5 million, up 10% from ₹488.3 million in the prior year quarter. Consequently, the EBITDA margin declined by over 10 percentage points to 36.0% from 46.2%. Gross profit increased 36% to ₹946.0 million, with gross margins at 63%, down from 66% in Q1FY26.

| Metric: | Q1FY27 | Q1FY26 | Change | | ---: | :--- | :--- | :--- | | Revenue: | ₹1,495.4 million | ₹1,056.7 million | +41.9% | | EBITDA: | ₹538.5 million | ₹488.3 million | +10.2% | | EBITDA Margin: | 36.0% | 46.2% | -10.2 ppts | | Net Profit: | ₹338.7 million | ₹59.2 million | +471.0% | | Enrolments: | 103,963 | 77,264 | +35% | | Collections: | ₹1,650 million | ₹1,300 million | +27% |

The company’s standalone results showed a different picture, with the parent entity reporting a net loss of ₹0.7 million compared to a profit of ₹0.4 million in the previous year. Standalone revenue declined 53% to ₹57.9 million, reflecting the group’s structure where most operational activities are housed within subsidiaries.

Segmental Insights

The Commerce segment remained the largest contributor, accounting for 73% of total segment revenue at ₹1,085.8 million. It also delivered the highest segment result of ₹408.6 million. The Government test preparation segment saw its result improve to ₹42.0 million from ₹20.1 million, while Vocational education revenue surged 821% to ₹86.7 million, though it contributed only ₹19.7 million to segment results.

Commerce Test Prep offline saw 28 All India Ranks and 150+ UK ACCA enrolments, achieving 60% of its full-year target. Online enrolments grew 82% year-on-year. Government Test Prep recorded 15,724 admissions, a 28% increase, led by TNPSC (+52%) and Railways (+100%).

Management Guidance and Outlook

Management provided full-year guidance for FY27, projecting revenue of approximately ₹6,700 million, EBITDA of over ₹2,600 million, and PAT of about ₹1,440 million. This compares to FY26 actuals of ₹4,820 million revenue, ₹2,040 million EBITDA, and ₹1,300 million PAT.

The Commerce business is expected to contribute annual revenue of approximately ₹4,500 million with EBITDA of around ₹2,150 million and PAT of around ₹1,100 million. The non-commerce business is expected to contribute revenue of approximately ₹2,200 million with EBITDA of ₹460 million and PAT of ₹340 million.

Chairman Suresh Kalpathi highlighted strategic priorities for FY27, including expanding government test preparation into Karnataka, entering preschool managed operations, adding 15 new offline commerce colleges, and establishing an offline presence in North and West India (UP, Bihar, Rajasthan, Gujarat). The Commerce demerger process remains on track, with management expecting completion by September 2026, leading to the separate listing of JK Shah Commerce Education Limited.

What the Numbers Show

A key divergence exists between top-line growth and operating profitability. While revenue surged by approximately 42%, EBITDA grew by only 10%, indicating that costs are rising faster than sales. Management attributed this margin pressure to increased advertising spend for the standalone commerce brand ahead of the demerger, initial expenses for 15 new managed colleges, and the absence of a one-time ₹170 million other income benefit recorded in Q1FY26 due to financial liability remeasurement. Adjusting for this one-time item, EBITDA growth would have been approximately 30%.

However, the bottom line benefited significantly from a tax benefit of ₹73.6 million relating to earlier years, resulting from the merger of subsidiaries which allowed the utilization of accumulated losses. Additionally, finance costs fell 69% to ₹81.0 million from ₹262.0 million, as debt refinancing reduced interest rates from 17.5% to 9-9.5%, boosting the net profit figure beyond what operational improvements alone would suggest.

Corporate Developments

The company announced the completion of the amalgamation of Veranda K-12 Learning Solutions Private Limited with its wholly-owned subsidiary, Veranda Administrative Learning Solutions Private Limited (VALS). The scheme became effective on August 11, 2026, following NCLT approval. As a result, VALS no longer requires registration as a Core Investment Company with the Reserve Bank of India.

Additionally, the Board approved a Composite Scheme of arrangement involving the merger of Veranda XL Learning Solutions Private Limited with the Company and the demerger of the Group’s Commerce Business into J.K.Shah Commerce Education Limited. The scheme is pending final statutory approvals. Orders on the demerger scheme were reserved on July 20, 2026, following the filing of the Court Convened Meeting outcome with the NCLT. Upon approval, JK Shah Commerce Education Limited will be separately listed, enabling focused capital allocation. Every Veranda shareholder will receive one share in the newly listed entity at no additional cost.

The statutory auditors, Suresh Surana & Associates LLP, issued an unmodified conclusion on the unaudited consolidated and standalone financial results.