Veranda plans demerger of its commerce vertical

Veranda Learning Solutions has announced a strategic restructuring of its Commerce vertical as part of its Veranda 2.0 vision. This move aims to unlock long-term value, enhance operational agility, and accelerate growth in one of India's most competitive education domains.

As part of the realignment, Veranda Learning will acquire the remaining 24% equity stake held by Prof. J.K. Shah in Veranda XL Learning Solutions, the principal company within the Commerce portfolio. This transaction will result in Veranda XL becoming a wholly owned subsidiary, thereby simplifying the group structure and easing the path to demerger.

In line with the approved objectives of the Qualified Institutional Placement (QIP), a significant portion of the proceeds will be utilized to redeem the senior, secured, unlisted, redeemable, non-convertible debentures (NCDs) issued by the Company's subsidiary, Veranda XL Learning Solutions (Veranda XL) to Ascertis Credit (Formerly Barings Private Equity Asia). This redemption will enable the repayment of a majority of the subsidiary's existing debt. Post this transaction, the subsidiary? which forms part of the Commerce vertical?will be on the path to becoming debt-free.

Following the in-principle nod from its Restructuring Committee, Audit Committee, the Board have approved the incorporation of a wholly owned subsidiary by the name J.K. Shah Commerce Education Limited (or another name as may be approved by the appropriate authorities), which will serve as the platform for the vertical's operations going forward. The proposed Scheme of Arrangement is now progressing through requisite internal approvals before being submitted to the Board and regulatory bodies for its final clearance.

The new entity will unify Veranda's top-performing commerce education brands?J.K. Shah Classes, BB Virtuals, Navkar Digital Institute, Tapasya College of Commerce, and Logic School of Management? into a single powerhouse delivering CA, CS, CMA, and ACCA test preparation. With a legacy of mentoring thousands of CA rankers over the years, the vertical has built a trusted reputation across India.

?This demerger is an important step towards building focused business units that can pursue independent growth strategies. The Commerce vertical has shown immense promise, and we believe this move will enable it to fully realise its potential,? said Suresh Kalpathi, Executive Director and Chairman, Veranda Learning Solutions.

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