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.

Veranda Learning Solutions , a prominent player in the education sector, has announced a significant restructuring plan that includes a merger and demerger of its business operations. The company's board has approved a plan to merge with Veranda XL Learning while simultaneously spinning off its commerce education business into a new entity, J.K. Shah Commerce Education.

Restructuring Plan Details

The board-approved restructuring plan involves a composite scheme of arrangement among Veranda Learning Solutions Limited, Veranda XL Learning Private Limited, and J.K. Shah Commerce Education Limited. The scheme includes two key components:

1. Merger: Veranda XL Learning Private Limited will be amalgamated into Veranda Learning Solutions Limited.
2. Demerger: The commerce education business of Veranda Learning Solutions will be demerged into J.K. Shah Commerce Education Limited.

Financial Impact

The commerce education division being demerged generated a turnover of ₹195.31 crore in the previous financial year, representing 41.48% of Veranda Learning Solutions' overall turnover.

Share Allocation

The restructuring will not involve the issuance of new shares for the merger. For the demerger, shareholders of Veranda Learning Solutions will receive shares in J.K. Shah Commerce Education Limited at a 1:1 ratio. For every one equity share of ₹10 face value held in Veranda Learning Solutions, shareholders will receive one equity share of ₹10 face value in J.K. Shah Commerce Education Limited.

Strategic Rationale

The company cited several strategic reasons for this restructuring:

1. Consolidation of operations for better resource utilization and economies of scale
2. Enhanced focus on the commerce education business through a separate entity
3. Improved operational efficiency and cost savings
4. Potential for attracting targeted investments in the commerce education segment

Listing Plans

Following the demerger, J.K. Shah Commerce Education Limited is proposed to be listed on both the BSE Limited and the National Stock Exchange of India Limited, subject to necessary approvals.

Regulatory Approvals

The restructuring plan is subject to various statutory and regulatory approvals, including those from shareholders, creditors, and relevant authorities.

Investor Meeting Announcement

Veranda Learning Solutions has scheduled an analyst and institutional investor meeting via video conferencing. The meeting will focus on discussing the demerger of the company's Commerce Education Business into the resulting company.

The session, organized by Go India Advisors, will feature key company participants including Executive Director & Chairman Suresh Kalpathi, Group COO Aditya Malik, and CFO Mohasin Khan. The company has confirmed that no unpublished price sensitive information will be discussed during the meeting, and any presentation materials will be disclosed to stock exchanges prior to the session.

This strategic move by Veranda Learning Solutions aims to streamline its operations, enhance focus on its core businesses, and create potential value for shareholders through specialized entities in the education sector. The upcoming investor meeting will provide further insights into the company's plans and strategies moving forward.