Veranda Learning Solutions Limited has informed the Exchange about Investor Presentation
Veranda Learning Solutions Limited
September 15,2025
BSE Limited Dept of Corporate Services, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001
National Stock Exchange of India Limited The Listing Department, Exchange Plaza, Bandra Kurla Complex, Mumbai – 400 051
Scrip Code: 543514
Symbol: VERANDA
Dear Sir / Madam,
Sub: Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI Listing Regulations”) - Investor Presentation
This is with reference to our letter dated September 11, 2025, with respect to Investor Meet scheduled to be held today i.e. Monday, September 15, 2025, at 2.00 P.M. (IST).
Pursuant to Regulation 30 of the SEBI Listing Regulations read with Schedule III thereof, we enclose herewith the investor presentation.
Kindly take the same on record and display the same on the website of your exchange. This information at https://www.verandalearning.com/web/index.php/stock-exchange-intimations
Company’s
website
hosted
also
will
the
be
on
Thanking you, For Veranda Learning Solutions Limited
S Balasundharam Company Secretary & Compliance Officer (M. No: ACS-11114)
contact@verandalearning.com
www.verandalearning.com
+91 44 4690 1007
G.R. Complex First floor No.807-
808, Anna Salai, Nandanam,
Chennai -600 035 CIN: L74999TN2018PLC125880
Veranda Learning Solutions Ltd (VLS) Demerger of Commerce Test Prep Segment
Safe Harbor
▪ This presentation and the following discussion may contain “forward looking statements” by Veranda Learning Solutions Limited (“Veranda Learning” or the Company) that are not historical in nature. These forward looking statements, which may include statements relating to future results of operations, financial condition, business prospects, plans and objectives, are based on the current beliefs, assumptions, expectations, estimates, and projections of the management of Veranda Learning about the business, industry and markets in which Veranda Learning operates.
▪ These statements are not guarantees of future performance, and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond Veranda Learning’s control and difficult to predict, that could cause actual results, performance or achievements to differ materially from those in the forward looking statements.
▪ Such statements are not, and should not be construed, as a representation as to future performance or achievements of Veranda Learning. In particular, such statements should not be regarded as a projection of future performance of Veranda Learning. It should be noted that the actual performance or achievements of Veranda Learning may vary significantly from such statements.
Background
Veranda Learning Solutions Limited (VLS) proposes to demerge its Commerce Test Prep into a separate listed company called JK Shah Commerce Education Limited – JKSC based on the recommendations of the Restructuring Committee and the Board wherein the existing shareholders of VLS will receive shares in direct proportion of their holding in VLS at the time of demerger
VLS currently does commerce business across the following entities:
o Commerce Competitive
exam coaching .
o Ranked Factory for CA and other professional courses.
o 214+ CA rankers since
2016.
o India’s leading Online Commerce Competitive exam coaching .
o Ranked Factory for CA and other professional courses.
o 40 ranks in All India Top 50 for CA final exams
o Management to colleges.
o 17
intermediate
pre colleges &
university ~17000 students
o Network
of
17+ campuses with 25 more campuses the pipeline
in
Services
o Commerce Competitive
o Commerce Competitive
exam coaching .
o Leading Presence in
Gujarat
exam coaching in Kerala
o Platinum Partner
member with CMA USA
Proposed merger and demerger
Merger
Demerger
Resultant Structure
Shareholder
100%
Shareholder
100%
Shareholder
100%
Veranda Learning Solutions Ltd. (VLS)
Veranda Learning Solutions Ltd. (VLS)
100%
JKSC
Veranda Learning Solutions Ltd. (VLS)
100%
VXLS
merger
Academic, Govt Test Prep and Vocational
Commerce Test Prep
Demerger
Academic, Govt Test Prep and Vocational
100%
JKSC
Commerce Test Prep
• Merger of Veranda XL Learning Solutions Private limited (“VXLS”) into VLS
• Demerger of Veranda’s Commerce Test Prep Segment through a composite scheme of arrangement to be approved by
National Company Law Tribunal. Consequently, cancel the shares held by VLS in JKSC.
•
JKSC to issue equity shares directly to the shareholders of VLS in a manner that 100% stake is held directly by VLS shareholders.
Rationale for Demerger
Commerce Education Business has a distinct profile; well-positioned to chart its own growth path as a separate entity • Tailored strategy aligned with industry-specific dynamics and emerging market trends •
Leverages brand strength and domain expertise for independent scale-up
Creation of a focused Commerce Test Prep entity to drive the next phase of growth and long-term shareholder value • Enables strategic clarity and operational autonomy • Demerger as a debt-free entity allows free cash flows to be fully channeled into growth and expansion
New entity to operate with an optimal capital structure • Ability to attract the right set of investors / strategic partners aligned with the education sector
Independent listing facilitates market-driven valuation of the education business
Unlock Value for Shareholders • • Provides shareholders direct exposure to a high-growth education platform • Continues to allow cross-entity collaboration and synergy where relevant
National Growth in Financial Services • Strategic position for the entity to capitalize on this robust demand. • A standalone structure enables sharper focus, dedicated resource allocation, and faster scalability to align with the
expanding market opportunity.
Transaction Perimeter
Properties, assets, investments, employees, liabilities & contracts forming part of Commerce Test Prep are intended to be transferred - Transfer of some properties on approval / consent from lessors / regulators - Common assets such as offices, managerial/staff housing, etc. would either be transferred or
leased/made available to JKSC through suitable commercial arrangement
Investments in Entities forming part of Commerce Test Prep to be transferred to JKSC - BB Publication Private Limited; Tapasya Educational Institutions Private Limited; Navkar Digital
Institute Private Limited
Employees engaged in / related to Commerce Test Prep to be transferred to JKSC
- Employment terms to be no less favourable than their existing terms of employment with the
Company
- Transferred employees to be deemed to become employees of JKSC without any break or
interruption in service
Share Entitlement Ratio
Unlike mergers / demergers involving different sets of shareholders, 100% of the ultimate economic beneficial
interest of Commerce Business will remain with Veranda shareholders
Share Entitlement Ratio: For every 1 share held in VLS, VLS shareholders to get 1 share of JKSC
Particulars
Reference
No. of shares
Total no. of equity shares of VLS (pre demerger)
Total no. of equity shares of JKSC (post demerger)
Number of VLS Share against which 1 share of JKSC will be issued
A
B
A/B
9.6 cr
9.6 cr
1
Demerger process timelines
Jul 25
Aug
Sep
Oct
Nov
Dec
Jan 26
Feb
Mar
Apr
May
Jun
Jul
Restructuring Committee Approval
EGM
Filing application with stock exchange
Receipt of Stock Exchange Approval
Filing of NCLT Scheme
Shareholders / Creditors Meeting
Filing of NCLT Scheme
Receipt of NCLT Order
Filing with ROC
Appointed/Effective date of the Scheme
Issuance and Listing of Shares of New Co
Listing of Shares of New Co
Indicative timelines for listing of JKSC ~12 months
Value unlocking
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 the market leader in student delivery, enjoys a national footprint across offline and online channels, with
a strong track record of rank generation and over 40 years of proven pedagogy and brand pedigree.
Given its leadership position, 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, reflecting its
strong growth trajectory and market dominance.
Commerce Segment projections
Total Students (nos)
Total Revenue (INR Crore)
JK Shah
BB Virtual
Navkar
Tapasya
Managed College
Total
Growth %
Total EBITDA (INR Crore)
JK Shah
BB Virtual
Navkar
Tapasya
Managed College
Total
FY25
1,69,537
FY25
123
69
29
60
0
281
FY25
23
40
11
26
0
100
FY26E
2,01,287
FY26E
139
85
33
71
15
344
22%
FY26E
30
47
13
36
9
136
Key Highlights of the Scheme
The said Scheme involves the demerger of the Demerged Undertaking (as defined in the Scheme) comprising the Commerce Education Business in the Veranda Learning Solutions Limited (“VLS”) into J.K. Shah Commerce Education Limited (“JKSC”)
Veranda XL Learning will merge into Veranda Learning Solutions, and its shares will be cancelled since Veranda already owns 100% of it.
Veranda’s Commerce Education business will be separated (demerged) into J.K. Shah Commerce Education Limited.
This separation will happen on a going-concern basis, meaning business continues without disruption.
All shareholders of VLS will get 1 share in JKSC for every 1 share they hold in VLS.
The change becomes effective once NCLT’s approval order is filed with the Registrar of Companies.
Employees with ESOPs in Veranda will get the same number of ESOPs in J.K. Shah so they remain protected.
Transaction Advisors (To be decided)
FINANCIAL ADVISOR AND FAIRNESS OPINION PROVIDER
VALUER
TAX ADVISOR
LEGAL ADVISOR
Snr. Advocate PH Arvind Pandian