Veranda Learning Solutions Limited has informed the Exchange regarding Board meeting held on July 28, 2025.
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The Board of Veranda Learning Solutions approved acquiring the remaining 24% stake in Veranda XL Learning Solutions (VXL) for a total consideration of INR 100 crores—INR 50 crores in cash and INR 50 crores through a share swap—making VXL a wholly owned subsidiary. VXL, which coaches CA, CS, and CMA students, posted a turnover of INR 127.93 crores in FY25, up from INR 107.29 crores in FY24 and INR 30.36 crores in FY23. As part of the share swap, Veranda will issue 20.16 lakh equity shares at Rs. 248 each to Mr. Jitendra Kantilal Shah on a preferential basis. The Board also approved raising up to INR 50 crores via unlisted, secured non-convertible debentures (NCDs) on a private placement basis with a 0.001% coupon and a pledge over its shares in BB Publication. Additionally, the Board gave in-principle approval for the demerger of its Commerce Vertical under a scheme of arrangement and approved incorporating a new wholly owned subsidiary, J.K. Shah Commerce Education Limited. An EGM has been scheduled for August 25, 2025, to seek shareholder approval.
Shareholders will see dilution from the preferential share issuance (~20.16 lakh shares), but the acquisition consolidates a fast-growing subsidiary and the NCD raise adds INR 50 crores in debt funding. The demerger of the Commerce Vertical and creation of a new wholly owned subsidiary signal a strategic restructuring that could unlock value but requires further shareholder and regulatory approvals.