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    Veranda Learning Solutions Limited

    VERANDA
    Consumer Services·30 Oct 2025
    Management Summary

    Veranda Learning Solutions reported a strong Q2 FY26 with revenue up 20% YoY to ₹127 crores and adjusted PAT surging 185% YoY to ₹23.3 crores. The quarter was marked by significant strategic realignments, including the demerger of the commerce vertical into a debt-free entity and the divestment of the vocational segment, positioning the company for sustained profitability and global expansion. Management provided optimistic FY26 guidance for the combined entity, projecting ₹650 crores in revenue and ₹170 crores in EBITDA, while also detailing future growth plans for the demerged businesses.

    Highlights

    6
    • Q2 FY26 Revenue of ₹127 crores, up 20% YoY, and H1 FY26 Revenue up 20% YoY.

    • Q2 FY26 Adjusted PAT of ₹23.3 crores, up 185% YoY, and H1 FY26 Adjusted PAT up 148% YoY.

    • Gross profit margin improved to 61% in Q2 FY26, a 60 basis points improvement.

    • Collections were robust at ₹173 crores in Q2, up from ₹137 crores in the previous quarter.

    • Enrollments reached 1 lakh students, a significant increase from 61,000 last quarter.

    • Corporate costs reduced from ₹24 crores last financial year to ₹15 crores currently.

    Concerns

    3
    • Academic segment revenue degrowth in Q2, attributed to admission cycle seasonality.

    • High cost of existing debt (14% average interest) from Ascertis, though refinancing is underway.

    • Receivable cycle from schools for K-12 segment is a concern for potential asset-light expansion.

    Key financials

    Single quarter

    08 metrics
    1. 01Revenue₹127 Cr+20%YoY
    2. 02Gross Profit₹78 Cr
    3. 03Gross Profit Margin61%
    4. 04EBITDA₹48 Cr
    5. 05Reported PAT₹97 Cr

    Capital allocation

    4
    high confidence
    CategoryHeadline
    Capex

    Capex disclosed

    Debt

    Gross ₹224 crores

    Cost 14.0%

    M&A

    J.K. Shah Commerce Education Limited

    divestment · announced

    M&A

    SNVA EduTech Limited (vocational and skilling segment)

    divestment · announced

    Guidance & targets

    12
    CategoryTargetPriority
    Revenue
    Combined Entity Revenue
    ₹650 crores
    High
    Revenue
    JKSC (Commerce) Revenue
    ₹350 crores
    High
    Revenue
    SNVA EduTech (Vocational) Revenue
    ₹250 crores
    High
    Profitability
    Combined Entity EBITDA
    ₹170 crores
    High
    Profitability
    Combined Entity PAT
    ₹70 crores
    High
    Profitability
    JKSC (Commerce) EBITDA
    ₹140 crores
    High
    Profitability
    SNVA EduTech (Vocational) EBITDA
    ₹60 crores
    High
    Profitability
    Commerce Vertical EBITDA (post-demerger)
    ₹200 crores
    Medium
    Profitability
    Non-Commerce Vertical EBITDA (post-demerger)
    ₹50-60 crores
    Medium
    Margin
    Commerce Vertical EBITDA Margin
    46-47%
    Medium
    ROE
    ROE
    24-25%
    Medium
    ROE
    ROE
    30%
    Medium

    What to watch in Q3 FY26

    5

    Demerger completion and JKSC listing

    Q3 FY26 (no objection), Q4 FY26 (NCLT approval), Q1 FY27 (listing)
    CurrentFiled with exchanges, awaiting NCLT approval
    TargetNo objection from stock exchange by December, NCLT approval within 3 months, listing by June/July first week

    Why it matters

    Completion of the demerger is key to unlocking shareholder value and establishing a debt-free commerce entity.

    Typically, it's about three months for getting a no objection from the stock exchange. So, we expect to be able to get that by last week of December, which is about three months from the time we file. From that, another three months is what the time it takes with the NCLT to get it approved through the NCLT process. And after that really it's a listing and trading, which could be a couple of months. That's the sort of time line we have indicated where we should expect to see it listed traded around June last week, July first week.

    Risks & concerns

    2
    RiskSeverity

    Demerger timeline extension

    Analyst inquired about execution risks that could stretch the 12-month timeline for JKSC listing. Management expressed confidence in the current timeline, citing smooth process and timely responses to queries.Analyst downplayed

    medium

    Receivable cycle from K-12 schools

    Management noted that the cycle time to collect money from schools (for content and curriculum support) has been a cause for concern, impacting the ability to collect from schools.Management acknowledged

    medium

    Q&A highlights

    8

    “Typically, it's about three months for getting a no objection from the stock exchange. So, we expect to be able to get that by last week of December, which is about three months from the time we file. From that, another three months is what the time it takes with the NCLT to get it approved through the NCLT process. And after that really it's a listing and trading, which could be a couple of months. That's the sort of time line we have indicated where we should expect to see it listed traded around June last week, July first week.”

    Analyst inquired about potential delays in the demerger process, which is critical for unlocking shareholder value. Management provided a clear timeline and expressed confidence in the process.

    asked by Rehan Saiyyed

    3 min read6 chapters

    Detailed Narrative

    01

    Strong Q2 FY26 Performance and H1 Momentum

    Veranda Learning Solutions reported a robust Q2 FY26, with revenue reaching ₹127 crores, marking a 20% year-on-year growth. The company achieved a gross profit of ₹78 crores, translating to a 61% margin, an improvement of 60 basis points. Adjusted PAT for the quarter stood at ₹23.3 crores, demonstrating a significant 185% year-on-year increase. For the first half of FY26, revenue also grew by 20% and adjusted PAT by 148% year-on-year, underscoring strong operational excellence.

    02

    Strategic Realignment: Commerce Demerger

    The company's Board approved the demerger of its Commerce Test Prep vertical into a new entity, J.K. Shah Commerce Education Limited. This new entity is projected to be debt-free and is expected to generate approximately ₹350 crores in revenue and ₹140 crores in EBITDA for FY26. Existing Veranda shareholders will receive one share of JKSC for every Veranda share, ensuring continuity of value. The demerger scheme was filed in late September, with regulatory approvals expected to lead to listing by June/July first week of the next financial year.

    03

    Strategic Realignment: Vocational Segment Divestment

    Veranda divested its vocational and skilling segment, including brands like Edureka and Six Phrase, to SNVA EduTech Limited. This transaction is structured as a share-based arrangement, granting Veranda a 50% stake in the new SNVA EduTech entity. This new entity is projected to achieve over ₹250 crores in revenue by FY26, growing at a CAGR of 25%, with EBITDA exceeding ₹60 crores. This partnership aims to create a comprehensive global education ecosystem and sharpen Veranda's business focus.

    04

    Asset-Light Expansion and Debt Management

    All future expansion initiatives, particularly in the academic and government test prep segments, will be asset-light, primarily involving leased premises and working capital investments. The company's total debt outstanding is ₹224 crores with an average interest cost of 14%. Post-demerger, the commerce vertical will be debt-free, while the residual business will carry approximately ₹150-160 crores of debt. Management is in advanced discussions with public sector banks to refinance the high-cost Ascertis debt, expecting a significant reduction in interest costs by Q4 FY26.

    05

    Enrollment Growth and Deferred Revenue Dynamics

    Enrollments saw a significant jump, reaching 1 lakh students this quarter compared to 61,000 in the previous quarter. Despite this, deferred revenue decreased from ₹101 crores to ₹94 crores. Management clarified that this is due to a shift in product mix towards recorded programs (USB sticks), where revenue recognition is accelerated upon sale, unlike live programs where revenue is recognized over the course duration. This shift contributes to higher current revenue and EBITDA.

    06

    FY26 and FY27 Financial Outlook

    For the combined entity in FY26, Veranda Learning maintains its guidance of ₹650 crores in revenue, ₹170 crores in EBITDA, and ₹70 crores in PAT. Looking ahead to FY27 for the demerged entities, the commerce business is expected to achieve around ₹200 crores in EBITDA, while the non-commerce part (academic and government test prep) is projected to contribute ₹50-60 crores in EBITDA. The company aims to improve the commerce vertical's EBITDA margin from 35% to 46-47% over the next 4-5 years and target an ROE of 24-25% in three years, reaching 30% in five years.

    This is an AI-generated summary of a publicly available earnings call transcript. It is for informational purposes only and does not constitute investment advice, a recommendation, or an endorsement. inve.money is not a SEBI-registered investment advisor. Please consult a qualified financial advisor before making any investment decisions.