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    Veranda Learning

    VERANDA
    Consumer Services·28 Oct 2025
    Management Summary

    Veranda Learning Solutions Limited delivered strong Q2 and H1 FY26 results, marked by significant revenue and adjusted PAT growth. The quarter saw the completion of a strategic realignment, including a commerce demerger and vocational divestment, aimed at unlocking value and focusing on core high-growth segments. Despite one-time cash outflows related to acquisitions, the company is confident in its FY26 guidance and is actively working to optimize its capital structure through debt refinancing.

    Highlights

    5
    • Q2 Revenue grew 19% YoY to ₹127 crores, and H1 Revenue grew 20% YoY, demonstrating strong top-line performance.

    • Q2 Adjusted PAT surged 185% YoY to ₹23.3 crores, with H1 Adjusted PAT increasing 148% YoY, indicating significant bottom-line improvement.

    • Gross Profit Margin for Q2 improved by 60 bps to 61%, reflecting enhanced operational efficiency.

    • The company recorded its highest-ever cash collection of ₹173 crores in Q2, highlighting robust collection mechanisms.

    • Strategic realignment through commerce demerger and vocational divestment positions the company for sustained profitability and focused growth under 'Veranda 2.0'.

    Concerns

    3
    • Negative cash flows in H1 were observed due to one-time acquisition payouts totaling ₹100 crores for J.K. Shah Education and other stakes.

    • The academic segment experienced seasonal degrowth in Q1/Q2 due to admission cycle timing, though management expects H2 recovery.

    • Current high-cost debt from Ascertis (approximately 17%) impacts finance costs, although refinancing efforts are underway.

    What Changed2

    vs Q3 FY26

    Guidance items11 → 14 (+3)Risks discussed0 → 3 (+3)

    Key financials

    Single quarter

    09 metrics
    1. 01Revenue₹127 Cr+19%YoY
    2. 02Gross Profit₹78 Cr
    3. 03Gross Profit Margin61%
    4. 04EBITDA₹48 Cr
    5. 05Adjusted PAT₹23.3 Cr+1.9%YoY

    Segment breakdown

    Commerce Vertical (Post-Demerger FY26 Projection)
    ₹350 Cr Revenue₹140 Cr EBITDA
    Vocational/Skilling (New Entity with SNVA FY26 Projection)
    ₹250 Cr Revenue₹60 Cr EBITDA25% Revenue CAGR
    Non-Commerce (Residual Business FY27 Projection)
    ₹50 Cr EBITDA
    Academic Business (H1 FY26)
    36% EBITDA Growth
    Government Test Prep (Q2 FY26)
    43% Growth
    List

    Capital allocation

    6
    high confidence
    CategoryHeadline
    Capex

    Capex disclosed

    Debt

    Gross ₹224 crores · 3.0x EBITDA

    Cost 14.0%

    M&A

    J.K. Shah Commerce Education Limited

    Other · announced

    M&A

    SNVA EduTech Limited

    divestment · signed

    M&A

    J.K. Shah Education

    acquisition · closed · Consideration ₹100 (cash)

    Guidance & targets

    14
    CategoryTargetPriority
    Revenue
    Revenue
    ₹650 crores
    High
    Revenue
    Commerce Vertical Revenue
    ₹350 crores
    High
    Revenue
    Vocational/Skilling Revenue
    >₹250 crores
    High
    Profitability
    EBITDA
    ₹170 crores
    High
    Profitability
    PAT
    ₹70 crores
    High
    Profitability
    Commerce Vertical EBITDA
    ₹140 crores
    High
    Profitability
    Vocational/Skilling EBITDA
    >₹60 crores
    High
    Profitability
    Non-Commerce EBITDA
    ₹50-60 crores
    High
    Margin
    Commerce Vertical EBITDA Margin
    46-47%
    High
    ROE
    Group ROE
    24-25%
    High
    ROE
    Group ROE
    30%
    High
    Volume
    Academic Student Intake Growth
    7.5-8%
    High
    Pricing
    Academic Fee Increase
    7-8%
    High
    Other
    Demerger NCLT Approval
    June/July first week
    High

    Ascertis Debt Refinancing

    Q3/Q4 FY26
    Current~17% cost of debt
    TargetHigh single-digit cost of debt

    Why it matters

    Successful refinancing will significantly reduce finance costs and improve profitability.

    We expect refinancing to happen in Q3. I am not able to put an exact date to it, but I would think it will happen in December of Q3. So, in Q3 the cost of money might not significantly change, but you will see it dramatically coming down in Q4.

    How to verify

    capital_allocation.debt.cost_of_debt_pct

    Risks & concerns

    3
    RiskSeverity

    Demerger timeline stretch

    Potential for the demerger and listing timeline (June/July FY27) to extend beyond current guidance due to regulatory processes, specifically NCLT approval.Analyst acknowledged

    medium

    Receivables cycle in academic business

    Concerns regarding the time it takes to collect money from schools for content and curriculum support, which has influenced the pace of deeper engagement in the asset-light school model.Management acknowledged

    low

    High-cost debt impacting finance costs

    The current debt from Ascertis carries a high interest rate (~17%), which is impacting finance costs, though refinancing efforts are underway to mitigate this.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. Currently, we seem to be on track.”

    Clarifies the multi-stage regulatory process and expected timeline for the crucial demerger, addressing potential delays and expressing confidence in meeting the June/July FY27 listing target.

    asked by Rehan Saiyyed

    3 min read6 chapters

    Detailed Narrative

    01

    Transformative Strategic Realignment Completed

    Veranda Learning has completed a significant strategic realignment under its 'Veranda 2.0' framework. This includes the demerger of its commerce test prep vertical into J.K. Shah Commerce Education Limited, which is projected to achieve ₹350 crores in revenue and ₹140 crores in EBITDA for FY26. Additionally, the vocational and skilling segment, comprising brands like Edureka and Six Phrase, has been divested to SNVA EduTech Limited, forming a new entity where Veranda holds a joint 50% stake. This new entity is projected to generate over ₹250 crores in revenue and more than ₹60 crores in EBITDA for FY26, growing at a CAGR of 25%.

    02

    Robust Q2 and H1 FY26 Financial Performance

    The company reported strong financial results for Q2 and H1 FY26. Q2 revenue stood at ₹127 crores, marking a 19% year-on-year growth, contributing to a 20% YoY revenue growth for H1. Gross profit for Q2 was ₹78 crores, with a margin of 61%, representing a 60 basis points improvement. Q2 EBITDA reached ₹48 crores, and adjusted PAT surged by 185% YoY to ₹23.3 crores, with H1 adjusted PAT increasing by 148% YoY. The company also achieved its highest-ever cash collection of ₹173 crores in Q2.

    03

    Asset-Light Expansion and Margin Expansion Targets

    Veranda Learning is committed to an asset-light expansion model across its academic and government test prep verticals, focusing on lease deposits and working capital rather than heavy physical asset investments. The commerce vertical, currently operating at a 35% EBITDA margin, targets a significant expansion to 46-47% over the next 4-5 years, driven by the increasing adoption of online models. The academic business aims for a 7.5-8% increase in student intake and a 7-8% annual fee hike, contributing to steady growth.

    04

    Debt Deleveraging and Refinancing Initiatives

    The company is actively working to optimize its capital structure. The commerce vehicle is expected to be debt-free post-demerger, while the residual business will carry approximately ₹150-160 crores of debt, with a projected net debt to EBITDA ratio of 2.5x to 3x for FY27. Management is in advanced discussions with public sector banks to refinance the current high-cost Ascertis debt (around 17% interest) to a lower, high single-digit rate, expecting a dramatic reduction in finance costs by Q4 FY26. One-time📎 acquisition payouts of ₹100 crores in H1 led to negative cash flows, but these are non-recurring📎.

    05

    Revenue Recognition and Deferred Revenue Dynamics

    Management clarified that the mix of program offerings significantly influences revenue recognition and deferred revenue. Live online or offline programs lead to higher deferred revenue recognized over the course duration. However, the increasing proportion of recorded programs, such as USB sticks, results in accelerated revenue recognition at the point of sale. This shift, particularly with BB Virtual being fully integrated for FY26, explains the observed decrease in deferred revenue while contributing to higher reported EBITDA and revenues this year.

    06

    Ambitious ROE Targets and Shareholder Value Creation

    Veranda Learning has set ambitious Return on Equity (ROE) targets for the group, aiming to increase from the current 12% to 24-25% within three years and 30% within five years. This improvement is linked to moving past the impact of past acquisitions made at higher multiples (8-10x EBITDA) and leveraging the benefits of asset-light expansion, margin expansion in core verticals, and overall operational efficiency. The strategic realignments and deleveraging efforts are designed to unlock significant shareholder value.

    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.