Veranda Learning Solutions Limited (NSE: VERANDA, BSE: 543514), a listed education company known for integrated, tech-driven learning solutions, has announced a strategic demerger of its Commerce vertical. This decision is part of the company’s Veranda 2.0 vision to unlock shareholder value, improve operational agility, and accelerate vertical-specific growth.

The Commerce vertical, a major contributor to Veranda’s performance, will be spun off into a new wholly owned subsidiary called J.K. Shah Commerce Education Limited (proposed name, subject to approval). This new structure will allow the unit to operate independently and potentially raise its own capital.

Full control of Veranda XL secured

As part of the plan, Veranda Learning will acquire the remaining 24% stake in Veranda XL Learning Solutions Pvt Ltd—the main company handling commerce education—from Prof. J.K. Shah. This acquisition will make Veranda XL a wholly owned subsidiary, allowing for smoother restructuring.

To simplify the balance sheet, a significant part of the funds raised via Veranda’s earlier Qualified Institutional Placement (QIP) will be used to redeem Non-Convertible Debentures (NCDs) issued to Ascertis Credit (formerly Barings PE Asia). This will reduce the Commerce unit’s debt burden, putting it on track to become largely debt-free.

A single brand for Commerce test prep

The new entity will consolidate five key commerce education brands under one banner:

• J.K. Shah Classes

• BB Virtuals

• Navkar Digital Institute

• Tapasya College of Commerce

• Logic School of Management

Together, these brands are known for CA, CS, CMA, and ACCA test prep and have collectively mentored thousands of top-ranked students in India’s finance and accounting space.

Leadership and vision

Prof. J.K. Shah, a veteran in CA coaching and a key figure in the vertical’s growth, will lead the new subsidiary post demerger. He will also hold an economic interest in the entity, ensuring strategic alignment and continued leadership in the evolving education landscape.

“This demerger is an important step towards building focused business units that can pursue independent growth strategies,” said Suresh Kalpathi, Executive Director and Chairman of Veranda Learning.

“This marks the beginning of a new chapter—one that empowers us to scale innovations and deepen academic excellence,” added Prof. J.K. Shah.

Growth targets and operational strategy

The new entity has outlined ambitious but achievable goals:

• Targeting ₹1000 crore in revenue by FY30

• Sustained growth in student enrolments, especially in digital and hybrid modes

• EBITDA margin expansion through operational efficiency

• Deepening pan-India presence with high brand recall in metro and tier-2 cities

• Leveraging Veranda’s integrated tech and delivery ecosystem

This vertical-specific strategy allows focused capital investment and innovation, particularly in online-first commerce education models, where the CA test prep market is growing at 20% CAGR.

Next steps and listing plan

The Scheme of Arrangement has received in-principle approvals from the Restructuring Committee, Audit Committee, and the Board of Veranda Learning. The proposal is now undergoing further internal review before submission to statutory and regulatory authorities.

Upon necessary approvals from NCLT, SEBI, and stock exchanges, shares of J.K. Shah Commerce Education Limited are expected to be listed via the automatic listing route on NSE and BSE. The demerger and listing process is expected to be completed in the next 12 months.

Boost to shareholders and focus

The strategic spin-off is intended to:

• Create independent capital access for the Commerce unit

• Drive focused innovation in the professional test prep space

• Unlock shareholder value

• Improve transparency and strategic clarity

Veranda Learning will continue to operate its school, college, upskilling, and study abroad verticals, while the newly independent commerce vertical pursues growth in finance and accounting education.

The Upcoming IPOs in this week and coming weeks are M&B Engineering, Cash Ur Drive Marketing, Renol Polychem, Jyoti Global Plast, Takyon Networks, Mehul Colours, Aditya Infotech, Sri Lotus Developers & Realty, Lakshmi India Finance, Jyoti Global Plast, B.D. Industries (Pune), Kaytex Fabrics, Umiya Mobile, Repono, NSDL.

The Current active IPO are Shree Refrigerations, Sellowrap Industries, Shanti Gold International, Patel Chem Specialities, Brigade Hotel Ventures, Indiqube Spaces, GNG Electronics, TSC India.

Start your Stock Market Journey and Apply in IPO by Opening Free Demat Account in Choice Broking FinX.

Join our Trading with CA Abhay Telegram Channel for regular Stock Market Trading and Investment Calls by CA Abhay Varn - SEBI Registered Research Analyst.