Veranda Learning Solutions Limited (VLS) has announced plans to demerge its Commerce Test Prep segment into a separate listed entity, JK Shah Commerce Education Limited (JKSC). This strategic move aims to create a focused commerce education entity and unlock value for shareholders.

Demerger Details

The demerger will be executed through a composite scheme that requires approval from the National Company Law Tribunal (NCLT). Under the proposed plan:

• Existing VLS shareholders will receive shares in JKSC at a 1:1 ratio, meaning one JKSC share for every VLS share held.
• The transaction includes transferring properties, assets, investments, employees, and contracts related to the Commerce Test Prep business to JKSC.
• The commerce segment currently operates across multiple entities, including JK Shah, BB Virtual, Navkar, Tapasya, and managed colleges.

Business Overview

The Commerce Test Prep segment of VLS serves over 200,000 students and has projected revenues of ₹344.00 crores for FY26E. This represents a significant growth from the projected ₹281.00 crores for FY25, indicating a 22% year-over-year increase.

Financial Projections

The company has provided financial projections for the Commerce Segment:

Rationale for Demerger

The demerger is driven by several strategic considerations:

1. Creating a focused commerce education entity with a debt-free structure.
2. Enabling independent market valuation for the commerce education business.
3. Allowing dedicated resource allocation for growth in the financial services education market.
4. Providing shareholders with direct exposure to a high-growth education platform.

Timeline and Process

The company expects the indicative timeline for JKSC listing to be approximately 12 months. The process involves several steps, including:

• Obtaining approvals from stock exchanges and NCLT
• Conducting shareholders and creditors meetings
• Filing the scheme with the Registrar of Companies
• Issuing and listing shares of the new company

Market Outlook

The financial services education market is expected to witness strong demand growth of 25-35%, driven by GCC players entering the domestic market. JKSC, as a market leader with a national footprint across offline and online channels, is well-positioned to capitalize on this growth.

Valuation Expectations

Given its leadership position and strong growth trajectory, JKSC is expected to outpace industry growth, achieving 35-40% growth. At the time of listing, assuming a PEG ratio of 1, JKSC is likely to be valued at 35x-40x earnings.

This demerger represents a significant step for Veranda Learning Solutions Limited as it seeks to unlock value and create focused entities in the education sector. Shareholders and potential investors will be watching closely as the process unfolds over the coming months.

Veranda Learning Solutions , a prominent player in the education sector, has announced that its promoters have submitted a disclosure regarding an encumbrance on their shareholding. The disclosure was made in compliance with the Securities and Exchange Board of India (SEBI) regulations.

Key Details of the Disclosure

The promoters of Veranda Learning Solutions - Kalpathi S Aghoram, Kalpathi S Ganesh, and Kalpathi S Suresh - have reported a covenant that constitutes an encumbrance on their shareholding. This disclosure was made under SEBI's Substantial Acquisition of Shares and Takeovers Regulations to both the BSE Limited and the National Stock Exchange of India Limited, as well as to the company itself.

Regulatory Compliance

The filing of this disclosure by the promoters is in adherence to Regulation 31 of the SEBI regulations. This move demonstrates the company's commitment to transparency and regulatory compliance in its operations.

About Veranda Learning Solutions

Veranda Learning Solutions, established in 2018, has rapidly evolved into a significant player in the education sector. The company offers end-to-end solutions across various educational domains, including:

• K-12 schooling
• Test preparation
• Study abroad programs
• Software upskilling

With a nationwide presence, Veranda Learning Solutions integrates advanced technology and innovative methodologies to deliver high-quality, personalized learning experiences.

Recent Corporate Actions

In a separate development, Veranda Learning Solutions has recently announced strategic corporate actions that could significantly impact its future operations:

1. Demerger of Commerce Vertical

The company's Board of Directors has approved the demerger of its Commerce vertical as part of its 'Veranda 2.0' vision. This move aims to position the Commerce vertical as a leading test preparation platform for finance and accounting aspirants, with a focus on both domestic and international career opportunities.

2. Creation of J.K. Shah Commerce Education Limited

The newly created entity, J.K. Shah Commerce Education Limited, will serve as the platform for all future operations of the Commerce vertical. This entity will integrate Veranda's leading commerce education brands, offering test preparation for various professional courses.

3. Acquisition of Remaining Stake in Veranda XL

Veranda Learning has acquired the remaining 24% equity stake in Veranda XL Learning Solutions Pvt Ltd, making it a wholly-owned subsidiary.

These strategic moves are expected to enhance shareholder value, improve operational focus, and position the Commerce Test Prep business for independent capital access and accelerated growth.

The disclosure of encumbrance by the promoters, while a regulatory requirement, coincides with Veranda Learning Solutions' significant restructuring efforts to streamline its operations and focus on growth opportunities in the education sector.