Veranda Learning Solutions Limited , a prominent player in the education technology sector, has announced a series of strategic moves aimed at restructuring its business operations and enhancing shareholder value. The company's board is set to meet on July 28, 2025, to consider and potentially approve several significant proposals.

Key Restructuring Proposals

The restructuring committee of Veranda Learning Solutions has recommended three major initiatives:

1. Debt-Free Commerce Vertical: The company plans to utilize proceeds from its recent Qualified Institutional Placement (QIP) to redeem non-convertible debentures issued by its subsidiary, Veranda XL Learning Solutions Private Limited. This move is expected to make the Commerce vertical debt-free.

2. Demerger of Commerce Business: Veranda Learning Solutions is considering a demerger of its Commerce vertical. The resulting entity is proposed to be listed through an automatic listing route, allowing it to pursue an independent strategic and operational trajectory.

3. Acquisition of Remaining Stake in Veranda XL: The company intends to acquire the remaining 24.00% equity stake held by Mr. J.K. Shah in Veranda XL, making it a wholly-owned subsidiary. This acquisition aims to streamline the group structure and facilitate the proposed restructuring.

Leadership and Future Plans

Post-demerger, the Commerce vertical will continue under the leadership of Mr. J.K. Shah, who currently heads this division. Mr. Shah is expected to maintain an economic interest in the business, ensuring continuity in management.

Additional Considerations

The board meeting on July 28 will also consider:

• Issuance of securities on a preferential basis to one or more persons, subject to regulatory approvals and shareholder consent.
• Incorporation of a wholly-owned subsidiary to facilitate the proposed reorganization.

As these strategic moves unfold, investors and market watchers will be keenly observing how Veranda Learning Solutions reshapes its business structure to drive growth and create value in the competitive edtech landscape.

Veranda Learning Solutions Limited has initiated a Qualified Institutional Placement (QIP) to raise up to ₹380 crore, marking a significant move in the company's capital raising efforts. The education technology firm has set the issue price at ₹225.20 per equity share, which represents a 15.31% discount to the previous closing price.

QIP Details

Key aspects of the placement include:

• The Issue has officially opened
• The issue price is set at ₹225.20 per equity share
• The pricing offers a 15.31% discount to the previous closing price
• Funds raised will be used to repay debt and for general corporate purposes

Previous Floor Price

Prior to finalizing the issue price, the company had set a floor price for the share issue:

• The floor price was initially set at ₹236.92 per equity share
• This pricing was based on the formula prescribed under Regulation 176 of the SEBI ICDR Regulations
• The 'relevant date' for the purpose of the issue was July 17

Potential Discount

The company had retained the flexibility to offer a discount on the floor price:

• A discount of up to 5% on the floor price was permissible
• This discretion was in accordance with Regulation 176(1) of the SEBI ICDR Regulations
• The discount option was approved by shareholders at the Extra-ordinary General Meeting held on June 10

Regulatory Compliance

Veranda Learning Solutions has taken several steps to ensure compliance with regulatory requirements:

• The preliminary placement document will be filed with both BSE Limited and National Stock Exchange of India Limited
• The trading window for dealing in the company's securities remains closed for all Designated Persons and their immediate relatives, in line with SEBI regulations on insider trading

Company Background

Veranda Learning Solutions, headquartered in Chennai, is an education technology company that offers various learning solutions. The QIP is aimed at supporting the company's growth initiatives, strengthening its financial position, and specifically repaying debt.

Investors and market participants will be closely watching the outcome of this QIP, as it could have significant implications for Veranda Learning Solutions' future expansion plans and market position in the competitive ed-tech sector.