Veranda Learning Solutions Limited (NSE: VERANDA | BSE: 543514)
Source: Veranda Learning Solutions Limited Annual Report FY 2025-26 (Fiscal Year Ended March 31, 2026)
📋 Quick Facts: Company Snapshot
| Attribute | Disclosed Detail |
|---|---|
| Official Company Name | Veranda Learning Solutions Limited |
| Corporate Identity Number (CIN) | L74999TN2018PLC125880 |
| Stock Exchange Listing | NSE Symbol: VERANDA | BSE Scrip Code: 543514 |
| Date of Incorporation | November 20, 2018 |
| Founders & Promoter Group | Kalpathi S. Suresh, Kalpathi S. Aghoram, Kalpathi S. Ganesh (Kalpathi AGS Group) |
| Registered Office | G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai – 600035, Tamil Nadu, India |
| Telephone & Investor Email | Ph: +91 44 4690 1007 | Email: secretarial@verandalearning.com |
| Chairman & Executive Director | Kalpathi S. Suresh |
| Chief Financial Officer (CFO) | Saurani Pathan Mohasin Khan (S P Mohasin Khan) |
| Company Secretary & Compliance Officer | S. Balasundharam (ACS-11114) |
| Industry & NIC Code | Educational Services / Management Support Services (NIC Code: 85491) |
| Learner Reach & Scale | >200,000 annual learners across domestic platforms; >1.5 million learners globally via SNVA partnership |
| Managed Schools Footprint | 7 managed K-12 schools (5 CBSE and 2 Cambridge International schools) serving over 5,400 students |
| Statutory Auditors | Deloitte Haskins & Sells (FY 2025-26); M/s. Suresh Surana & Associates LLP (Appointed for FY 2026-27 to FY 2030-31) |
| Secretarial Auditors | M/s. S Sandeep & Associates, Practicing Company Secretaries |
| Internal Auditors | M/s. Sundaram & Srinivasan, Chartered Accountants |
| Registrar & Share Transfer Agent (RTA) | KFin Technologies Limited, 301, The Centrium, 3rd Floor, 57, LBS Road, Kurla (West), Mumbai – 400070 |
🏢 The Corporate Identity: Veranda Learning Solutions Overview, Promoters & History
The Big Picture: Business Model & Core Value Proposition
Veranda Learning Solutions Limited is a leading listed Indian education group operating across three core educational verticals: Commerce Test Preparation, Managed K-12 Academics, and Government Competition Test Preparation. In addition to its core operational segments, the Group retains a 50% economic and strategic stake in a global partnership with SNVA Veranda Limited (formerly known as SNVA EduTech Limited), dedicated to international higher education, vocational skilling, and study-abroad degree pathways across the United States and Europe.
The Group’s delivery architecture is inherently multi-modal, spanning offline learning centers, live online streaming platforms, hybrid Preferred Delivery Centres (PDCs), and self-paced digital content formats. Designed around outcome-driven learning, Veranda offers structured training for high-stakes professional qualifications (CA, CS, CMA, CFA, CPA, ACCA), public sector recruitment examinations (UPSC, Banking, SSC, Railways, State PSCs), and managed K-12 school curriculum design and academic execution.
The fiscal year 2025-26 marked a pivotal strategic transition for the organization, dubbed “Veranda 2.0”. Moving away from a broadly aggregated portfolio model, Veranda executed major structural realignments, including the shareholder-approved demerger of its Commerce vertical into J.K. Shah Commerce Education Limited for independent public listing, alongside the strategic divestment of its vocational education businesses into a global partnership with SNVA EduTech. These structural decisions delivered a financial turnaround, driving consolidated total income to ₹518.75 Crores and generating a net profit attributable to owners of ₹105.52 Crores.
The Founders, Promoters & Their Legacy
Veranda Learning Solutions is backed by the Kalpathi AGS Group, led by three serial tech and education entrepreneurs: Kalpathi S. Suresh, Kalpathi S. Aghoram, and Kalpathi S. Ganesh. The Kalpathi family’s entrepreneurial legacy in technology and education dates back to 1991, when they founded Software Solution Integrated (SSI) Limited. Under their leadership, SSI expanded into a software education and IT training provider with over 1,000 locations, listed publicly on Indian stock exchanges, established a joint venture with NASDAQ, acquired Albion Orion Company LLC, and successfully acquired and merged Aptech’s education arm before divesting the technology business to Cambridge Technologies.
- Kalpathi S. Suresh (Executive Director & Chairman): Holds a B.Tech in Electronics and Computer Engineering from IIT Madras and a Master’s degree from Clemson University, South Carolina. He started his career at HCL’s R&D team in 1987 and Sybase Inc. in the Bay Area before co-founding SSI and helming the Kalpathi AGS Group’s venture capital, entertainment, and education investments.
- Kalpathi S. Aghoram (Non-Executive Director & Vice-Chairman): A commerce graduate from the University of Madras who co-founded SSI and Kalpathi Investments Pvt. Ltd. He served as Vice-President of the Tamil Nadu Cricket Association (2010–2019) and was a member of the Marketing Committee of the BCCI.
- Kalpathi S. Ganesh (Non-Executive Director): Holds a Master of Science in Software Systems from BITS Pilani and a B.Sc. in Applied Sciences from the College of Engineering, Guindy. He possesses deep institutional expertise across finance, technology, sports, and educational ventures.
- Kalpathi A. Archana (Non-Executive Director): Holds a B.E. in Computer Science from College of Engineering, Guindy, a Master’s degree from the State University of New York (SUNY), and wealth management credentials from SMU-Yale. She serves as Director at AGS Cinemas and Executive Producer at AGS Entertainment.
The Journey: Corporate History & Key Milestones
Since its incorporation in November 2018, Veranda has scaled rapidly through strategic acquisitions, multi-vertical integrations, and public capital markets transactions:
- December 2020 (Foundation): Acquired the content, brand equity, and educational materials of Chennai RACE, laying the bedrock for Veranda RACE in government test preparation.
- July–September 2021 (Expansion): Launched Chartered Accountancy (CA) and Civil Services (UPSC) preparation streams. Acquired Edureka (Brain4ce Education Solutions) to establish a global online technology training presence.
- April 2022 (Public Listing): Listed on the NSE and BSE following a successful Initial Public Offering (IPO) at an issue price of ₹137 per share.
- October 2022 (Anchor Acquisition): Acquired J.K. Shah Classes, India’s premier commerce coaching institution with a four-decade legacy in producing All India Rankers across CA, CS, and CMA exams.
- May 2023–January 2024 (Institutional Scale): Acquired Tapasya Educational Institutions (51% stake), expanding into managed higher education and commerce colleges. Formed strategic partnerships with Logic School of Management and SWAYAM Plus (IIT Madras).
- December 2024–February 2025 (Commerce Reinforcement): Announced acquisitions of BB Publications, BB Virtuals, and Navkar Digital Institute, reinforcing its leadership position in professional commerce education.
- July 2025 (Capital Raising & Restructuring Kickoff): Completed its maiden Qualified Institutional Placement (QIP), raising ₹357.42 Crores via the issuance of 1.58 Crore equity shares at ₹225.20 per share to institutional investors. Initiated the demerger scheme for the Commerce vertical.
- September–October 2025 (Vocational Realignment): Restructured the vocational segment into a 50:50 partnership with SNVA Veranda Limited, combining domestic brands (Edureka, Six Phrase) with SNVA’s global university network.
- March–April 2026 (Shareholder Approval): Convened an NCLT-directed shareholders’ meeting on April 24, 2026, where shareholders approved the Composite Scheme of Arrangement for the demerger of the Commerce business into J.K. Shah Commerce Education Limited.
The Corporate Umbrella & Group Structure
Veranda Learning Solutions Limited operates as the listed holding company of a corporate architecture comprising 15 direct and step-down subsidiaries, alongside 1 associate entity as of March 31, 2026:
- Direct Subsidiaries (100% Owned): Veranda Race Learning Solutions Private Limited, Veranda IAS Learning Solutions Private Limited, Veranda XL Learning Solutions Private Limited, Veranda Administrative Learning Solutions Private Limited, J.K. Shah Commerce Education Limited, Veranda K-12 Learning Solutions Private Limited, and Veranda Learning Solutions North America, Inc.
- Step-Down & Majority-Owned Subsidiaries: Tapasya Educational Institutions Private Limited (51%), BB Publication Private Limited (51%), BB Virtuals Private Limited (51%), Navkar Digital Institute Private Limited (65%), Phire Learning Solutions Private Limited (99.98%), Neyyar Academy Private Limited (100%), Neyyar Education Private Limited (100%), and BAssure Solutions Private Limited (100%).
- Associate Partner Entity: SNVA Veranda Limited (formerly SNVA EduTech Limited) (50% equity stake).
⚙️ The Business Engine: Segments, Brands, Products & Operations
The Core Divisions & Segment Revenue Breakdown
Effective April 1, 2025, Veranda adopted a streamlined segment reporting structure under Ind AS 108 aligned with its Veranda 2.0 operating strategy. The business is organized into five reportable operating segments:
- Commerce: The anchor vertical encompassing CA, CS, CMA, CFA, CPA, and ACCA professional qualification coaching, integrated B.Com programs, and online test series delivered via J.K. Shah Classes, BB Virtuals, Navkar Digital, Tapasya, and Logic School of Management.
- Government Test Preparation: Comprehensive coaching for public sector employment examinations including Banking (IBPS, SBI, RBI), Insurance (LIC), Staff Selection Commission (SSC), Railways, Civil Services (UPSC), and State Public Service Commissions (TNPSC, KPSC) delivered via Veranda RACE, Talent Academy, and Veranda IAS.
- Managed School Services (Academics): K-12 curriculum design, academic audit frameworks, teacher development, digital content, and institutional management for CBSE and Cambridge International schools via Veranda K-12.
- Vocational Education: Skilling, technology certification, and enterprise upskilling programs (re-aligned into the SNVA partnership during FY 2025-26).
- Others: Management support services, publishing, licensing, and corporate functions.
| Segment Name | Segment Revenue (FY 26) (₹ Cr) | % Share of Gross Revenue | Segment EBITDA (FY 26) (₹ Cr) | Segment Assets (FY 26) (₹ Cr) | Segment Liabilities (FY 26) (₹ Cr) |
|---|---|---|---|---|---|
| Commerce | 334.59 | 63.90% | 145.24 | 1,097.74 | 464.69 |
| Government Test Preparation | 114.56 | 21.88% | 4.59 | 82.87 | 44.08 |
| Managed School Services | 33.11 | 6.32% | 26.30 | 219.50 | 21.87 |
| Vocational Education | 10.76 | 2.05% | 4.39 | 393.50 | 2.43 |
| Others / Corporate | 30.61 | 5.85% | (13.79) | 15.25 | 13.67 |
| Gross Segment Total | 523.63 | 100.00% | 166.72 | 1,808.86 | 546.74 |
| Less: Inter-Segment Elimination | (42.12) | – | – | – | – |
| Unallocated Assets / Liabilities | – | – | – | 23.34 | 327.10 |
| Net Consolidated Total | 481.51 | – | 166.72 | 1,832.20 | 873.84 |
The Product & Service Catalog (with Operational KPIs & Order Book)
Veranda offers a wide spectrum of educational products across age groups and career stages:
- Professional Commerce Qualifications: CA Foundation, Intermediate, and Final coaching; CS Executive and Professional; CMA Foundation, Inter, and Final; global credentials including CFA (USA), CPA (USA), and ACCA (UK) with paper exemptions for qualified CAs. Integrated dual-track programs allow students to complete a formal B.Com degree alongside professional credentials.
- Public Sector Recruitment Coaching: Structured training for IBPS PO/Clerk, SBI PO, RBI Grade B, LIC AAO, SSC CGL/CHSL, RRB NTPC, TNPSC Group I/II/IV, KPSC examinations, and UPSC Civil Services (including residential mentoring programs). Instruction is delivered in English as well as vernacular languages (Tamil, Kannada, Malayalam, Gujarati).
- Managed School Solutions: Complete academic management for 7 K-12 managed schools (5 CBSE schools and 2 Cambridge International schools) serving over 5,400 students across Southern India. The academic framework covers board-aligned curricula, teacher training, continuous assessment dashboards, and Cambridge University Press & Assessment integrations.
- Customer Concentration (Ind AS 108): During FY 2025-26, a single institutional customer accounted for more than 10% of total consolidated revenue. Additionally, a single customer represented over 10% of total trade receivables as of March 31, 2026.
The Names You Know: Key Brands & Flagship Portfolio
| Brand / Platform Name | Category / Business Segment | Target Market & Key Positioning |
|---|---|---|
| J.K. Shah Classes | Commerce Test Preparation | India’s premier CA, CS, and CMA coaching brand with over 40 years of academic legacy and consistent All India Rankers. |
| BB Virtuals | Commerce Test Preparation | Leading digital and recorded video lecture platform for CA Final and Intermediate aspirants across India. |
| Navkar Digital Institute | Commerce Test Preparation | Online and hybrid coaching ecosystem specializing in professional finance and commerce courses. |
| Tapasya Educational Institutions | Academics & Higher Education | Network of commerce colleges offering integrated B.Com and professional qualification programs in Telangana and Karnataka. |
| Logic School of Management | Commerce Test Preparation | Specialized provider of international finance credentials including ACCA, CMA (US), and CPA coaching in Kerala. |
| Veranda RACE | Government Test Preparation | Market leader in South India for Banking, SSC, TNPSC, and Railways examination coaching via offline centers and PDCs. |
| Talent Academy | Government Test Preparation | Kerala’s top test preparation brand for Kerala Public Service Commission (KPSC) recruitment exams. |
| Veranda IAS | Government Test Preparation | Full-time and residential UPSC Civil Services examination coaching with intensive personal mentorship. |
| Veranda K-12 | Managed K-12 Academics | Academic management partner for K-12 schools, providing curriculum design, teacher audits, and Cambridge partnership solutions. |
| Careerera / Euro American Education | Vocational & Global Higher Ed (SNVA) | Global study-abroad pathways, university partnerships, and technology degree programs in Data Science, AI, and Cybersecurity across US/Europe. |
Mapping the Domestic & Global Reach (India vs. Exports)
Veranda’s operational model focuses primarily on the Indian domestic market while leveraging its partnership with SNVA EduTech to capture international higher education demand:
| Geographic Market | Revenue (FY 2025-26) (₹ Cr) | % Share of Revenue | Non-Current Assets (FY 2025-26) (₹ Cr) |
|---|---|---|---|
| India (Domestic) | 470.75 | 97.77% | 1,677.37 |
| Rest of the World (International) | 10.76 | 2.23% | 0.00 |
| Total Consolidated Revenue | 481.51 | 100.00% | 1,677.37 |
The Brick & Mortar Footprint: Manufacturing Plants, R&D & Offices
Veranda operates an asset-light physical distribution model supported by owned and leased strategic real estate assets:
- Registered Corporate Headquarters: G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai, Tamil Nadu – 600035.
- Real Estate & Campus Assets: Land and buildings held under Investment Property and Property, Plant and Equipment in Chennai (Seevaram Village, Perungudi) and Tiruchirappalli (Gundur Village), owned by subsidiary Veranda K-12 Learning Solutions Private Limited with a total book value of ₹45.85 Crores.
- Offline Centers & Preferred Delivery Centres (PDCs): Extensive pan-India presence spanning flagship owned centers in metros (Mumbai, Chennai, Hyderabad, Bengaluru, Kochi) and an expanding PDC partner network extending into Tier 2 and Tier 3 towns across South, West, and Central India.
- Managed School Campuses: 7 managed campuses (5 CBSE and 2 Cambridge International schools) across Southern India serving over 5,400 enrolled students.
📊 The Financial Health: The Numbers Simplified
Multi-Year Financial Highlights (₹ in Crores)
Veranda’s historical performance trajectory demonstrates rapid revenue scaling following its IPO in FY 2021-22, followed by significant profit recovery in FY 2025-26 as strategic restructuring initiatives took effect:
| Financial Metric | FY 2025-26 | FY 2024-25 | Latest YoY (%) |
|---|---|---|---|
| Revenue from Operations | 481.51 | 357.73 | +34.60% |
| Total Income | 518.75 | 400.81 | +29.43% |
| EBITDA | 203.96 | 86.71 | +135.22% |
| EBITDA Margin (%) | 42.36% | 24.24% | – |
| Profit / (Loss) After Tax (PAT) | 129.75 | (251.69) | N/M |
| PAT Attributable to Owners | 105.52 | (247.36) | N/M |
| Total Equity (Net Worth) | 958.36 | 256.92 | +273.02% |
| Operating Cash Flow (OCF) | 105.75 | 31.65 | +234.12% |
Earnings, Expenses, & Take-Home Profits (Consolidated Profit & Loss)
During FY 2025-26, Veranda achieved a turnaround, returning to bottom-line profitability with a consolidated net profit of ₹129.75 Crores compared to a loss of ₹251.69 Crores in FY 2024-25. Revenue from operations grew 34.61% to ₹481.51 Crores, driven by strong enrolments in CA, CMA, and CS programs in the Commerce vertical.
Operating costs were disciplined: Employee benefits expenses fell 12.20% to ₹61.30 Crores, while faculty charges (Lecturer fees) increased to ₹81.16 Crores in line with expanding course deliveries. EBITDA surged 135.21% to ₹203.96 Crores. Finance costs dropped 40.54% to ₹77.82 Crores following the redemption of high-cost Non-Convertible Debentures (NCDs). The Group recognized a net exceptional gain of ₹86.10 Crores, primarily representing the ₹133.38 Crores gain on the strategic divestment of vocational subsidiaries to SNVA Veranda Limited, offset by ₹47.28 Crores in one-time NCD redemption premium and unamortized loan processing fee write-offs.
| Statement of Profit & Loss (Consolidated) | FY 2025-26 (₹ Cr) | FY 2024-25 (Restated) (₹ Cr) | Latest YoY (%) |
|---|---|---|---|
| Revenue from Operations | 481.51 | 357.73 | +34.60% |
| Other Income | 37.24 | 43.08 | -13.56% |
| Total Income | 518.75 | 400.81 | +29.43% |
| Cost of Materials Consumed | 0.06 | 0.04 | +50.00% |
| Purchase of Stock-in-Trade | 17.03 | 10.03 | +69.79% |
| Changes in Inventories of Stock-in-Trade | 0.07 | (0.02) | N/M |
| Employee Benefits Expense | 61.30 | 69.82 | -12.20% |
| Advertisement & Business Promotion Expenses | 23.18 | 22.98 | +0.87% |
| Lecturer Fee | 81.16 | 53.14 | +52.73% |
| Other Expenses | 131.99 | 158.11 | -16.52% |
| Total Expenses | 314.79 | 314.09 | +0.22% |
| EBITDA | 203.96 | 86.71 | +135.22% |
| Finance Costs | 77.82 | 130.88 | -40.54% |
| Depreciation and Amortisation Expense | 58.35 | 163.78 | -64.37% |
| Share of Loss of Associate (net of tax) | (1.25) | 0.00 | N/M |
| Operating Profit (EBIT) | 145.61 | (1.09) | N/M |
| Profit / (Loss) Before Exceptional Items & Tax | 66.54 | (207.94) | N/M |
| Exceptional Items (Net) – Gain | 86.10 | 0.00 | N/M |
| Profit / (Loss) Before Tax (PBT) | 152.64 | (207.94) | N/M |
| Total Tax Expense | 23.78 | 5.79 | +310.71% |
| Profit / (Loss) After Tax from Continuing Operations | 128.86 | (213.73) | N/M |
| Profit / (Loss) After Tax from Discontinued Operations | 0.89 | (37.96) | N/M |
| Profit / (Loss) for the Year | 129.75 | (251.69) | N/M |
| Attributable to Owners of the Company | 105.52 | (247.36) | N/M |
| Attributable to Non-Controlling Interests | 24.23 | (4.33) | N/M |
Assets, Borrowings, & Net Worth (Consolidated Balance Sheet)
Veranda’s consolidated balance sheet experienced significant deleveraging and equity expansion during FY 2025-26. Total Equity grew significantly from ₹256.92 Crores to ₹958.36 Crores, boosted by ₹357.42 Crores raised via the QIP and profits generated during the year.
Total Debt (comprising non-current and current borrowings) fell from ₹513.33 Crores as of March 31, 2025 to ₹301.00 Crores as of March 31, 2026. This was achieved by fully redeeming ₹435.00 Crores in senior secured NCDs issued to Ascertis Credit India Fund, funded through the QIP proceeds and a 10-year term loan of ₹140.00 Crores from City Union Bank at an interest rate of 9.90% per annum, alongside bank facilities from RBL Bank Limited. Consequently, the Debt-to-Equity Ratio improved from 2.00 to 0.31.
| Consolidated Balance Sheet | As at March 31, 2026 (₹ Cr) | As at March 31, 2025 (Restated) (₹ Cr) | Latest YoY (%) |
|---|---|---|---|
| ASSETS | |||
| 1. Non-Current Assets | |||
| Property, Plant and Equipment | 27.58 | 28.18 | -2.13% |
| Investment Property | 45.85 | 45.85 | 0.00% |
| Right-of-Use Assets | 68.48 | 124.71 | -45.09% |
| Capital Work-in-Progress | 0.16 | 0.30 | -46.67% |
| Goodwill | 967.41 | 1,173.21 | -17.54% |
| Other Intangible Assets | 158.25 | 239.84 | -34.02% |
| Non-Current Financial Investments | 4.52 | 4.39 | +2.96% |
| Non-Current Loans | 4.38 | 0.00 | N/M |
| Other Non-Current Financial Assets | 7.58 | 8.40 | -9.76% |
| Investments Accounted for Using Equity Method | 389.07 | 0.00 | N/M |
| Deferred Tax Assets (net) | 15.47 | 17.10 | -9.53% |
| Income Tax Assets (net) | 3.12 | 9.90 | -68.48% |
| Other Non-Current Assets | 0.96 | 0.03 | +3100.00% |
| Total Non-Current Assets | 1,692.83 | 1,651.92 | +2.48% |
| 2. Current Assets | |||
| Inventories | 2.93 | 3.02 | -2.98% |
| Current Financial Investments | 0.23 | 0.22 | +4.55% |
| Trade Receivables | 33.63 | 46.11 | -27.07% |
| Cash and Cash Equivalents | 29.87 | 53.60 | -44.27% |
| Other Bank Balances | 0.00 | 22.12 | -100.00% |
| Current Loans | 0.58 | 8.66 | -93.30% |
| Other Current Financial Assets | 43.11 | 46.96 | -8.20% |
| Other Current Assets | 29.01 | 47.64 | -39.11% |
| Total Current Assets | 139.37 | 228.33 | -38.96% |
| TOTAL ASSETS | 1,832.20 | 1,880.26 | -2.56% |
| EQUITY AND LIABILITIES | |||
| 1. Equity | |||
| Equity Share Capital | 96.17 | 74.40 | +29.26% |
| Other Equity | 862.19 | 182.52 | +372.38% |
| Total Equity (Net Worth) | 958.36 | 256.92 | +273.02% |
| 2. Liabilities | |||
| Non-Current Liabilities | |||
| Non-Current Borrowings | 286.52 | 430.88 | -33.50% |
| Non-Current Lease Liabilities | 59.14 | 127.76 | -53.71% |
| Other Non-Current Financial Liabilities | 284.94 | 439.83 | -35.22% |
| Deferred Tax Liabilities (net) | 23.04 | 29.19 | -21.07% |
| Non-Current Provisions | 4.02 | 5.11 | -21.33% |
| Other Non-Current Liabilities | 13.23 | 15.70 | -15.73% |
| Total Non-Current Liabilities | 670.88 | 1,048.49 | -36.01% |
| Current Liabilities | |||
| Current Borrowings | 14.48 | 82.45 | -82.44% |
| Current Lease Liabilities | 22.18 | 18.57 | +19.44% |
| Trade Payables – MSME | 2.90 | 3.24 | -10.49% |
| Trade Payables – Other than MSME | 35.99 | 56.47 | -36.27% |
| Other Current Financial Liabilities | 4.48 | 298.88 | -98.50% |
| Other Current Liabilities | 96.49 | 103.71 | -6.96% |
| Current Provisions | 0.98 | 1.16 | -15.52% |
| Current Tax Liabilities (net) | 25.45 | 10.37 | +145.42% |
| Total Current Liabilities | 202.95 | 574.85 | -64.70% |
| TOTAL LIABILITIES | 873.84 | 1,623.34 | -46.17% |
| TOTAL EQUITY AND LIABILITIES | 1,832.20 | 1,880.26 | -2.56% |
Cash Flow: Tracking the Money Movement
Veranda’s operational cash generation expanded during FY 2025-26, with Net Cash Generated from Operating Activities reaching ₹105.75 Crores compared to ₹31.65 Crores in FY 2024-25. This cash inflow was driven by operational profitability and tighter working capital management.
Investing cash outflows of ₹100.89 Crores were directed toward business acquisition payments (₹115.65 Crores) and property, plant, and equipment additions (₹14.12 Crores), partially offset by net fixed deposit redemptions of ₹26.73 Crores. Financing cash flows reflected the QIP equity inflow (₹361.19 Crores) and term loan drawdowns (₹288.49 Crores), which were deployed to repay non-current borrowings (₹500.27 Crores), pay lease liabilities (₹37.28 Crores), and service finance costs (₹138.00 Crores).
| Consolidated Statement of Cash Flows | FY 2025-26 (₹ Cr) | FY 2024-25 (₹ Cr) | Latest YoY (%) |
|---|---|---|---|
| Net Cash Generated from Operating Activities | 105.75 | 31.65 | +234.12% |
| Purchase of Property, Plant and Equipment & Intangibles (CapEx) | 14.12 | 14.96 | -5.61% |
| Proceeds from Sale of Property, Plant and Equipment | 8.94% | 0.08% | – |
| Payment for Acquisition of Subsidiaries / Business Transfers | (115.65) | (67.70) | +70.83% |
| Redemption / (Investment) in Fixed Deposits (net) | 26.73 | 7.41 | +260.73% |
| Interest Received | 1.82 | 1.86 | -2.15% |
| Net Cash Used in Investing Activities | (100.89) | (65.80) | +53.33% |
| Proceeds from Issue of Equity Share Capital (including Premium) | 8.94% | 0.08% | – |
| Proceeds from Share Warrants | 8.94% | 0.08% | – |
| Proceeds from Non-Current Borrowings | 8.94% | 0.08% | – |
| Repayment of Non-Current Borrowings | (500.27) | (2.11) | +23609.48% |
| Repayment / Proceeds of Current Borrowings (net) | 8.94% | 0.08% | – |
| Payment of Lease Liabilities (including Interest) | (37.28) | (38.83) | -3.99% |
| Finance Costs Paid | (138.00) | (64.60) | +113.62% |
| Net Cash (Used in) / Generated from Financing Activities | (26.09) | 50.98 | N/M |
| Net Increase / (Decrease) in Cash & Cash Equivalents | (21.24) | 16.84 | N/M |
| Cash & Cash Equivalents at Beginning of Year | 53.60 | 19.71 | +171.94% |
| Less: Cash Outflow on Disposal of Subsidiaries / Additions | (2.49) | 17.05 | N/M |
| Cash & Cash Equivalents at End of Year | 29.87 | 53.60 | -44.27% |
Funding the Future: CapEx, CWIP, R&D & Foreign Exchange
- CapEx & Intangible Additions: Consolidated additions to Property, Plant, and Equipment and Intangible Assets during FY 2025-26 totaled ₹9.08 Crores (comprising ₹8.99 Crores in PPE additions and ₹0.09 Crores in software/content intangibles).
- Capital Work-in-Progress (CWIP): Stood at ₹0.16 Crores as of March 31, 2026, representing ongoing center setup projects.
- Section 134(3)(m) Foreign Exchange Outgo: Foreign exchange utilized during FY 2025-26 was ₹0.22 Crores (₹0.22 Crores), compared to ₹3.18 Crores (₹3.18 Crores) in FY 2024-25. Foreign exchange earnings were Nil on a standalone basis.
👥 Power & Control: Corporate Governance, Leadership & Ownership
The Brain Trust: Board of Directors & Key Managerial Personnel (KMP)
| Name of Director / KMP | Designation / Role | DIN | Category |
|---|---|---|---|
| Kalpathi S. Suresh | Executive Director & Chairman | 00526480 | Promoter / Executive Director |
| Kalpathi S. Aghoram | Vice-Chairman & Non-Executive Director | 00526585 | Promoter / Non-Executive Director |
| Kalpathi S. Ganesh | Non-Executive Director | 00526451 | Promoter / Non-Executive Director |
| Kalpathi A. Archana | Non-Executive Director | 05331133 | Promoter / Non-Executive Director |
| S. Lakshminarayanan | Non-Executive Independent Director | 01753098 | Independent Director |
| P. B. Srinivasan | Non-Executive Independent Director | 09366225 | Independent Director |
| Ashok Misra | Non-Executive Independent Director | 00006051 | Independent Director |
| N. Alamelu | Non-Executive Independent Director | 07921583 | Independent Director |
| Revathi S. Raghunathan | Non-Executive Independent Director | 01254043 | Independent Director |
| Saurani Pathan Mohasin Khan | Chief Financial Officer (CFO) | – | Key Managerial Personnel |
| S. Balasundharam | Company Secretary & Compliance Officer | ACS-11114 | Key Managerial Personnel |
Who Owns the Stock? Shareholding Pattern
As of March 31, 2026, Veranda’s total paid-up share capital stood at ₹96.17 Crores, divided into 9,61,69,635 equity shares of face value ₹10 each:
| Shareholder Category | No. of Shares Held | % of Total Issued Capital |
|---|---|---|
| Promoters (Kalpathi Family) | 3,06,69,650 | 31.89% |
| Promoter Group | 18,38,200 | 1.91% |
| Total Promoter & Promoter Group | 3,25,07,850 | 33.80% |
| Alternate Investment Funds (AIFs) | 5,35,618 | 0.56% |
| Foreign Portfolio Investors (FPI Category I & II) | 22,78,972 | 2.37% |
| Bodies Corporate | 2,25,12,261 | 23.41% |
| Resident Individuals (Capital above ₹0.0200 Crores) | 2,88,06,808 | 29.95% |
| Resident Individuals (Capital up to ₹0.0200 Crores) | 75,04,865 | 7.80% |
| NRIs, Trusts, HUFs & Others | 20,23,261 | 2.11% |
| Total Issued Share Capital | 9,61,69,635 | 100.00% |
Key Named Institutional & Individual Shareholders (>5% Stake):
- Authum Investment and Infrastructure Limited: Holds 1,32,75,545 equity shares (13.80%).
- Kalpathi S. Aghoram: Holds 1,02,29,553 equity shares (10.64%).
- Kalpathi S. Ganesh: Holds 1,02,28,049 equity shares (10.64%).
- Kalpathi S. Suresh: Holds 1,02,12,048 equity shares (10.62%).
🗺️ The Corporate Family Tree: Group Structure & Strategic Investments
Subsidiaries, Associates, & Joint Ventures (Form AOC-1)
| Name of Subsidiary / Associate Entity | Relationship | Country | % Shareholding | Turnover (FY 26) (₹ Cr) | Profit / (Loss) After Tax (FY 26) (₹ Cr) |
|---|---|---|---|---|---|
| Veranda Race Learning Solutions Pvt Ltd | Subsidiary | India | 100.00% | 165.37 | (42.34) |
| Veranda IAS Learning Solutions Pvt Ltd | Subsidiary | India | 100.00% | 34.52 | (6.18) |
| Veranda XL Learning Solutions Pvt Ltd | Subsidiary | India | 100.00% | 596.92 | 14.42 |
| Veranda Administrative Learning Solutions Pvt Ltd | Subsidiary | India | 100.00% | 274.14 | (29.66) |
| J.K. Shah Commerce Education Ltd | Subsidiary | India | 100.00% | 0.00 | (0.01) |
| Tapasya Educational Institutions Pvt Ltd | Subsidiary | India | 51.00% | 79.19 | 14.15 |
| BB Publication Pvt Ltd | Subsidiary | India | 51.00% | 5.73 | 1.53 |
| BB Virtuals Pvt Ltd | Subsidiary | India | 51.00% | 119.90 | 32.04 |
| Navkar Digital Institute Pvt Ltd | Subsidiary | India | 65.00% | 32.75 | 1.23 |
| Veranda K-12 Learning Solutions Pvt Ltd | Subsidiary | India | 100.00% | 61.57 | 23.20 |
| Neyyar Academy Pvt Ltd | Step-Down Sub | India | 100.00% | 8.05 | (2.04) |
| Neyyar Education Pvt Ltd | Step-Down Sub | India | 100.00% | 1.60 | (0.62) |
| Phire Learning Solutions Pvt Ltd | Step-Down Sub | India | 99.98% | 7.44 | (1.90) |
| BAssure Solutions Pvt Ltd | Step-Down Sub | India | 100.00% | 10.81 | (1.67) |
| Veranda Learning Solutions North America, Inc. | Subsidiary | USA | 100.00% | 14.45 | 1.22 |
| SNVA Veranda Limited (SNVA EduTech) | Associate | India | 50.00% | 107.07 | (1.25) (Share of loss) |
Strategic Investments, Credit Facilities & Contingent Liabilities
- City Union Bank Term Loan Facility: Term loan of ₹140.00 Crores availed by Veranda Learning Solutions Limited at an interest rate of 9.90% per annum over a 10-year tenure, secured by primary hypothecation over current assets, corporate guarantees from subsidiaries, and personal guarantees from promoter directors.
- RBL Bank Credit Facilities: Credit facilities aggregating ₹125.00 Crores availed by Veranda XL Learning Solutions Private Limited (comprising ₹87.00 Crores Term Loan I, ₹25.00 Crores Term Loan II, and ₹1.10 Crores Working Capital Term Loan) at 9.30% interest.
- Contingent Liabilities (Note 53): Total contingent liabilities stood at ₹77.53 Crores as of March 31, 2026, comprising GST show cause notices and demands amounting to ₹75.33 Crores (covering corporate guarantees, exempted services, and ITC reversals) and Income Tax demands of ₹2.20 Crores. Out of these, ₹1.86 Crores has been paid under protest.
- Capital Commitments (Note 53): Outstanding capital commitments stood at ₹40.00 Crores, representing the contractual obligation of Veranda Administrative Learning Solutions Private Limited to acquire the second tranche of equity shares in Six Phrase Edutech Private Limited.
🎯 The Strategic Outlook: Competitive Moats, Risks & Future Growth Plans
Competitive Advantages & Economic Moats
- Institutional Heritage & Ranker Track Record: J.K. Shah Classes brings a four-decade legacy in commerce coaching, producing All India Rankers across CA, CS, and CMA exams. This legacy creates strong brand equity that lowers customer acquisition costs (CAC).
- Comprehensive Full-Stack Vertical Coverage: Veranda accompanies a student throughout their career journey—from managed K-12 schooling (Veranda K-12) to commerce/degree education (Tapasya, J.K. Shah), public sector test preparation (Veranda RACE, Talent Academy, IAS), and global higher education pathways (SNVA EduTech).
- Hybrid Offline-PDC Distribution Power: Combining flagship owned centers in Tier 1 cities with a Preferred Delivery Centre (PDC) network in Tier 2 and Tier 3 towns allows Veranda to deliver top-tier instruction and faculty to underserved regions.
- Multi-Lingual Regional Relevance: Offering vernacular coaching in Tamil, Malayalam, Kannada, and Gujarati removes cognitive barriers for public sector aspirants in non-metro regions.
What Could Go Wrong? Key Challenges & Business Risks
- Government Recruitment & Exam Schedule Volatility: Test preparation enrolment cycles depend heavily on exam calendars and notification timelines set by public bodies (IBPS, SSC, TNPSC, KPSC, UPSC). Delays or structural shifts in exam patterns create revenue lumpiness.
- Faculty Retention & Key Personnel Dependency: High-stakes competitive exam coaching relies on star faculty members. Talent poaching or faculty attrition poses operational risks to student retention.
- Short-Term Liquidity & Covenant Monitoring: Consolidated Current Liabilities (₹202.95 Crores) exceed Current Assets (₹139.37 Crores) as of March 31, 2026. While operating cash flow turned positive (₹105.75 Crores), maintaining liquidity buffers and debt service coverage remains crucial.
- Execution Risks in Business Restructuring: The completion of the NCLT-sanctioned demerger of J.K. Shah Commerce Education Limited and internal company mergers require seamless regulatory execution to avoid operational disruption.
The Next Chapter: Growth, Order Pipeline & CapEx Initiatives
- Commerce Vertical Demerger & Public Listing: The composite scheme approved by shareholders on April 24, 2026 will split J.K. Shah Commerce Education Limited into an independent listed platform. Projected commerce platform revenue is expected to cross ₹250 Crores in FY 2026-27 with EBITDA exceeding ₹60 Crores.
- Offline College Expansion: Plans are underway to establish 15 new offline commerce college locations under Tapasya and Logic, offering dual-track B.Com plus professional CA/ACCA qualifications.
- Geographic Expansion in Government Test Prep: Veranda RACE and Talent Academy are expanding offline coaching footprints into Karnataka, Uttar Pradesh, Bihar, Rajasthan, and Gujarat, targeting state PSCs and regional government exams.
- Entry into Pre-KG and K-12 Expansion: Veranda K-12 plans to enter the Pre-KG managed school space while adding new partner campuses under an asset-light management fee framework.
The Verdict: Strategic Outlook & Conclusion
Veranda Learning Solutions Limited’s FY 2025-26 performance demonstrates the execution of “Veranda 2.0”. By systematically de-risking its balance sheet through a ₹357.42 Crore QIP, redeeming high-cost NCD debt, demerging the flagship Commerce vertical for dedicated capital allocation, and partnering with SNVA for global skilling, Veranda has built a focused and profitable educational engine. With operating cash flows reaching ₹105.75 Crores and a conservative debt-to-equity ratio of 0.31, the Group is well-positioned to scale its leadership across India’s test prep, academics, and professional education landscape.
Frequently Asked Questions (FAQs) About Veranda Learning Solutions
Q1: What are the main business segments and brands of Veranda Learning Solutions?
Veranda operates across three core verticals: Commerce Test Prep (J.K. Shah Classes, BB Virtuals, Navkar Digital, Tapasya, Logic), Government Test Prep (Veranda RACE, Talent Academy, Veranda IAS), and Managed K-12 Academics (Veranda K-12). It also holds a 50% stake in SNVA Veranda Limited for global higher education and study-abroad programs (Careerera, Euro American Education).
Q2: What were Veranda’s key financial results for FY 2025-26?
In FY 2025-26, Veranda reported consolidated Revenue from Operations of ₹481.51 Crores (up 34.61% YoY), Total Income of ₹518.75 Crores, EBITDA of ₹203.96 Crores (EBITDA margin of 42.36%), and a consolidated Net Profit for the year of ₹129.75 Crores (with Net Profit attributable to owners at ₹105.52 Crores).
Q3: What is the status of the Commerce vertical demerger?
Shareholders approved the Composite Scheme of Arrangement at an NCLT-directed meeting on April 24, 2026. Under the scheme, the Commerce vertical (J.K. Shah Classes, BB Virtuals, Navkar, Tapasya, Logic) will be demerged into J.K. Shah Commerce Education Limited as an independent listed entity with its own capital structure and dedicated management team.
Q4: Who are the promoters and key leaders of Veranda Learning Solutions?
The company is promoted by the Kalpathi AGS Group (Kalpathi S. Suresh, Kalpathi S. Aghoram, and Kalpathi S. Ganesh). Kalpathi S. Suresh serves as Executive Director & Chairman, Saurani Pathan Mohasin Khan is the Chief Financial Officer, and S. Balasundharam is the Company Secretary & Compliance Officer.
Q5: How did Veranda reduce its debt during FY 2025-26?
Veranda raised ₹357.42 Crores through a Qualified Institutional Placement (QIP) in July 2025 and secured a ₹140.00 Crore 10-year term loan from City Union Bank. These funds were used to fully redeem ₹435.00 Crores of high-cost Senior Secured Non-Convertible Debentures (NCDs), lowering its Debt-to-Equity ratio from 2.00 to 0.31.
Note: Financial ratios and percentage metrics have been computed based on the audited Ind AS Consolidated Financial Statements disclosed in the Veranda Learning Solutions Limited Annual Report FY 2025-26.
Note: Financial ratios, margins, YoY growth percentages, and % revenue shares are calculated by IndianCompanies.in based on disclosed Ind AS financial statements.
Official Site: https://www.verandalearning.com