Veranda Learning Solutions Limited has informed the Exchange regarding Notice of Postal Ballot
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Veranda Learning Solutions Limited has issued a postal ballot notice seeking shareholder approval for a material related party transaction involving its subsidiaries. Three subsidiaries — Tapasya Educational Institutions (step-down), BB Virtuals (step-down), and Navkar Digital Institute (subsidiary) — are proposing to issue corporate guarantees of Rs. 125 Crores each in favour of RBL Bank Limited to secure a credit facility availed by Veranda XL Learning Solutions Private Limited, the company's wholly owned subsidiary. The aggregate facility of Rs. 125 Crores represents 26.55% of VLSL's consolidated turnover and 97.71% of Veranda XL's standalone turnover, making it a material RPT under SEBI Listing Regulations. Each guaranteeing subsidiary will receive guarantee commission of 1% per annum, and no related party has any default, NPA classification, or insolvency proceedings against it. E-voting runs from March 07, 2026 to April 05, 2026, and related parties are barred from voting on the resolution.
Approval consolidates borrowing at the wholly owned subsidiary level with backing from group entities, but also creates a combined contingent guarantee exposure of up to Rs. 125 Crores per subsidiary. The transaction is within the Veranda group (no third-party counterparty), and the 1% guarantee income offers modest compensation to the guaranteeing subsidiaries. Shareholders should weigh the credit support for Veranda XL's growth funding against the contingent liability assumed by the guaranteeing subsidiaries, particularly Tapasya which reported a FY25 loss of Rs. 746.90 Lakhs.