Veranda Learning Solutions Ltd Guidance Report - SOIC x StockScans Report

as of Sep 2026

  1. Turn EBITDA positive by end of FY23 Missed - At the Q2 FY23 call, management expected to turn EBITDA positive by the end of the current fiscal, FY23. FY23 EBITDA was a loss of ₹33.67 cr, so the company did not turn EBITDA positive that year.
  2. Corporate restructuring to make PAT positive for FY25 Missed - At the Q3 FY24 announcement, management stated corporate restructuring initiatives were expected to aid the company to become PAT positive for FY25. FY25 PAT was a loss of ₹214 cr, so the company did not become PAT positive that year.
  3. Sign up and manage five new schools in Q4 FY25 Missed - At the Q3 FY25 announcement, management planned to sign up and manage five new schools in Q4 FY25, with a significant increase in schools planned over coming years. However, the segment was already servicing seven schools (five CBSE, two Cambridge) at Q3 FY25, and by Q1 FY27 the company managed only six schools, indicating no net addition.
  4. Academics segment full-year FY25 EBITDA over ₹15 cr Delivered - At the Q3 FY25 announcement, management expected Academics segment full-year FY25 EBITDA to scale to over ₹15 cr. FY25 Academic segment EBITDA was ₹16 cr, exceeding the ₹15 cr target.
  5. FY27E finance cost ₹26 cr and debt ₹270 cr - 47% debt cut, 77% interest cost cut On track - At the Q1 FY27 PPT, management guided FY27E finance cost of ₹26 cr and debt of ₹270 cr, implying 47% debt reduction and 77% interest cost reduction from FY25. Q1 FY27 finance cost was ₹8.1 cr, and debt split of ₹125 cr commerce plus ₹145 cr non-commerce totalled ₹270 cr, already matching the full-year target.
  6. Government Test Prep revenue - FY27E ₹141 cr vs FY26 ₹114 cr, \~24% growth On track - At the Q4 FY26 PPT, management guided Government Test Prep revenue of ₹141 cr for FY27 versus ₹114 cr in FY26, \~24% growth. Q1 FY27 Government Test Prep revenue was ₹32.5 cr, up 41% YoY, ahead of the \~24% full-year target.
  7. Academics revenue - FY27E ₹35 cr vs FY26 ₹30 cr On track - At the Q4 FY26 PPT, management guided Academics revenue of ₹35 cr for FY27 versus ₹30 cr in FY26. Q1 FY27 Academic revenue was ₹12.2 cr, up 22% YoY, consistent with the ₹35 cr full-year target.
  8. Commerce EBITDA margin - 50%+ by FY30, from 36% in FY26 On track - At the Q4 FY26 PPT, management targeted a commerce EBITDA margin of 50%+ by FY30, from 36% in FY26. FY26 Commerce PBIT margin was 43.41% and Q1 FY27 Commerce Test Prep EBITDA margin was \~40%, already above the stated 36% base.
  9. Commerce enrolments - 8 lakh+ by FY30, from 2 lakh in FY26 On track - At the Q4 FY26 PPT, management targeted commerce enrolments of 8 lakh+ by FY30, from 2 lakh in FY26. FY26 commerce enrolments were approximately 1.9 lakh, up 25% YoY, establishing the base for the FY30 target.
  10. TNPSC notification to drive surge in enrolments Missed - At the Q4 FY25 PPT, management stated the April 2025 TNPSC notification was expected to drive a surge in enrolments across Tamil Nadu in Government Test Prep. Q1 FY26 Government Test Prep revenue was ₹23 cr, down 31% YoY, and the Q2 FY26 call noted election-related disruptions - no TNPSC-driven surge was confirmed.
  11. Sustainable quarterly finance cost ₹7.5-8 cr going forward Delivered - At the Q1 FY27 call, Mohasin Khan guided sustainable quarterly finance cost at ₹7.5 cr to ₹8 cr going forward. Q1 FY27 finance cost was ₹8.1 cr, within the guided range.
  12. Government test prep - ₹100 cr EBITDA over next four to five years On track - At the Q1 FY27 call, Suresh Kalpathi stated management expected and was working towards reaching ₹100 cr of EBITDA over the next four to five years. Q1 FY27 Government Test Prep EBITDA was ₹4.0 cr, an early data point with the horizon still ahead.
  13. Non-commerce business - FY27 revenue \~₹220 cr, EBITDA ₹46 cr, PAT ₹34 cr On track - At the Q1 FY27 call, Mohasin Khan guided non-commerce FY27 revenue of approximately ₹220 cr, EBITDA ₹46 cr, and PAT ₹34 cr. Q1 FY27 Government Test Prep revenue was ₹32.5 cr, up 41% YoY, and Academic revenue ₹12.2 cr, up 22% YoY, consistent with the full-year guidance.
  14. Post-demerger Commerce business - FY27 revenue \~₹450 cr, EBITDA \~₹215 cr, PAT \~₹110 cr On track - At the Q1 FY27 call, Mohasin Khan guided post-demerger Commerce business FY27 revenue of approximately ₹450 cr, EBITDA around ₹215 cr, and PAT around ₹110 cr. Q1 FY27 Commerce Test Prep revenue was ₹108.6 cr, up 53% YoY, with EBITDA ₹42.6 cr, up 58% YoY, consistent with the full-year guidance.
  15. FY27 guidance - revenue \~₹670 cr, EBITDA over ₹250 cr, PAT about ₹140 cr On track - At the Q1 FY27 call, Suresh Kalpathi guided FY27 revenue of approximately ₹670 cr, EBITDA over ₹250 cr, and PAT about ₹140 cr; the CFO on the same call restated EBITDA ₹260 cr and PAT ₹144 cr. Q1 FY27 revenue was ₹150 cr, up 42% YoY, with PAT ₹34 cr, up 472% YoY, consistent with the full-year guidance.
  16. New managed colleges breakeven in year one, profitable over 2-3 years; \~4-5% dip in commerce EBITDA margin in FY27 On track - At the Q4 FY26 call, management stated new managed colleges would marginally breakeven in year one and become significantly profitable over 2-3 years, driving a minor (\~4-5%) dip in commerce EBITDA margin in FY27. Q1 FY27 Commerce Test Prep EBITDA margin was \~40% versus the FY26 PBIT margin of 43.41%, with the dip attributed to advertising and college-expansion spends.
  17. Commerce business - ₹1,000 cr+ revenue by FY30 On track - At the Q4 FY26 call, Suresh Kalpathi stated the post-demerger Commerce business was targeting a long-term aspiration of ₹1,000 cr+ revenue by FY30, from ₹331 cr in FY26 per the PPT, reiterated at the Q1 FY27 call. FY26 Commerce revenue was ₹322 cr, with FY27 commerce revenue guided at ₹450 cr.
  18. Corporate costs significantly whittled down post demerger On track - At the Q3 FY26 call, management expected corporate costs, currently about ₹4 cr and above per quarter, to be significantly whittled down post demerger. Q1 FY27 corporate costs were ₹5.0 cr, down 47% YoY, with the demerger not yet completed as of Q1 FY27.
  19. K-12 managed schools EBITDA up 60-65% in FY27; double schools managed Partial - At the Q3 FY26 call, management expected K-12 managed schools EBITDA to move up by another 60-65% in FY27, with the number of schools managed expected to double during the next year. Q1 FY27 Academic EBITDA was ₹9.2 cr, up 53% YoY, and school count remained at six.
  20. Commerce vertical EBITDA to rise 60-65% in FY27 Partial - At the Q3 FY26 call, management expected commerce vertical EBITDA to rise by about 60-65% in FY27 versus FY26, mostly from an asset-light model. FY26 Commerce EBITDA was ₹169 cr and formal FY27 guidance of ₹215 cr implies \~27% growth, while Q1 FY27 Commerce Test Prep EBITDA of ₹42.6 cr was up 58% YoY.
  21. Government test prep - expand through franchising in Tamil Nadu, Karnataka, Kerala On track - At the Q3 FY26 call, management planned to expand the government test prep center network through franchising, especially in Tamil Nadu, Karnataka and Kerala. The Q4 FY26 PPT noted Government Test Prep implementing a FOCO model powered by Veranda RACE, and the Q1 FY27 call disclosed RACE centers spanning UPSC, SSC, banking, TNPSC, KPSC and other state PSC exams.
  22. Add 10-15 managed colleges in FY27 - doubling managed colleges business On track - At the Q3 FY26 call, management planned to add about 10-15 managed colleges going into FY27, doubling the managed colleges business; the Q4 FY26 call raised this to 15 B.Com colleges and the Q1 FY27 call to doubling from almost 17. The Q1 FY27 PPT noted 15 new managed commerce colleges in a pipeline of 50.
  23. SNVA EduTech JV - ₹250 cr+ revenue, 25% CAGR, EBITDA ₹60 cr+, separate listing Pending - At the Q2 FY26 call, management projected the new vocational entity with SNVA EduTech to generate over ₹250 cr revenue by FY26 at 25% CAGR with EBITDA exceeding ₹60 cr, later revised to FY27 at the Q3 FY26 call, with EBITDA guidance of ₹50+ cr in the Q1 FY27 PPT and a separate listing over time. SNVA Veranda was formed in September 2025, with no FY26 or FY27 revenue/EBITDA actuals disclosed in our record.
  24. Group ROE - 24-25% by three years, 30% by five years On track - At the Q2 FY26 call, the CFO stated group ROE was currently \~12%, with a target of 24-25% by three years and 30% by five years. FY26 ROE was 13.55%, up from -85.54% in FY25, with the horizons not yet reached.
  25. Commerce vertical margin - 46-47% over next four to five years On track - At the Q2 FY26 call, the CFO stated the commerce vertical margin was currently \~35% and planned to reach 46-47% over the next four to five years. Q1 FY27 Commerce Test Prep EBITDA margin was \~40% and FY26 Commerce segment PBIT margin was 43.41%, with the horizon not yet reached.
  26. FY27 commerce EBITDA \~₹200 cr, debt-free; non-commerce ₹50-60 cr; academic ₹27-30 cr; government test prep ₹25-30 cr On track - At the Q2 FY26 call, management guided FY27 commerce EBITDA of \~₹200 cr (debt-free), non-commerce ₹50-60 cr, academic ₹27-30 cr, and government test prep ₹25-30 cr; later revised to commerce ₹215 cr and non-commerce ₹45-46 cr. Q1 FY27 Commerce Test Prep EBITDA was ₹42.6 cr, Government Test Prep ₹4.0 cr, and Academic ₹9.2 cr, consistent with the revised guidance.
  27. Academic segment - add 7.5-8% more students, 7-8% fee increases next year Delivered - At the Q2 FY26 call, management targeted adding another 7.5-8% more students into the existing five CBSE/two Cambridge schools next year, with annual fee increases of \~7-8%. Q1 FY27 managed school revenue was up almost 50% YoY with student enrollment growth of 10%, and Academic segment Q1 FY27 revenue was ₹12.2 cr, up 22% YoY.
  28. Residual founder stakes (BB, Tapasya) bought in respective years, funded by internal accruals On track - At the Q1 FY26 call, management stated residual founder stakes in acquired companies (BB, Tapasya) would be bought in respective years as agreed, funded by internal accruals without debt or dilution. The Q2 FY26 call noted payouts for the balance 49% of BB Virtual expected in the fifth to seventh year after first acquisition, and the Q1 FY27 call disclosed structured payouts begin FY28.
  29. ROCE - from 13% to 35% by FY30 On track - At the Q1 FY26 call, Mohasin Khan stated ROCE was currently 13% for the full segment and expected to grow to 35% by FY30. FY26 ROCE was 17.28%, up from -8.47% in FY25, with the FY30 target not yet due.
  30. Non-commerce debt (\~₹190-195 cr) closed entirely from internal accruals, no new borrowings or dilution Partial - At the Q1 FY26 call, Suresh Kalpathi stated non-commerce debt of \~₹190-195 cr would be closed entirely from internal accruals, with no new additional borrowings and no equity dilution. Q1 FY27 non-commerce debt was ₹145 cr, but a ₹357 cr QIP was raised in July 2025, and no disclosure confirms the reduction was solely from internal accruals.
  31. Non-commerce debt-to-EBITDA - closer to 3 in FY26, \~2x by end FY27 Partial - At the Q1 FY26 call, Suresh Kalpathi guided non-commerce debt-to-EBITDA closer to 3 in FY26, and by end FY27 "pretty close or a bit less than 2x EBITDA". Q1 FY27 non-commerce debt was ₹145 cr against FY26 non-commerce EBITDA of ₹35 cr, implying \~4.1x, with the FY27 target still open.
  32. Ascertis debt refinancing - single digit or extremely low double digit coupon after March 2026 Delivered - At the Q1 FY26 call, Suresh Kalpathi stated Ascertis debt of \~₹120 cr at just over 17% coupon would be refinanced at "if not single digit, extremely low double digit" coupon after March 2026, with the Q3 FY26 call confirming a ₹140 cr loan at 9.9% replacing the 17.23% debt. Q1 FY27 debt cost was about 9-9.5%, down from 17.5% last year.
  33. Non-commerce EBITDA over ₹60 cr for FY26 Missed - At the Q1 FY26 call, Suresh Kalpathi stated the non-commerce space was expected to deliver EBITDA of over ₹60 cr for FY26. FY26 Non-Commerce segment EBITDA was ₹35 cr, well below the ₹60 cr target.
  34. Add 5-6 more schools - school segment EBITDA above ₹10-15 cr Missed - At the Q1 FY26 call, Mohasin Khan stated a plan to add 5-6 more schools in the school segment, which could bring EBITDA above ₹10-15 cr. School count remained at six through Q1 FY27, with no disclosure of the incremental EBITDA from new schools.
  35. Commerce contribution FY26 - ₹340 cr top line, ₹170 cr EBITDA, ₹70 cr PAT Partial - At the Q1 FY26 call, Mohasin Khan guided FY26 commerce contribution of ₹340 cr top line, ₹170 cr EBITDA, and ₹70 cr PAT. FY26 Commerce revenue was ₹322 cr, missing the ₹340 cr target, while EBITDA of ₹169 cr essentially met ₹170 cr and PAT of ₹85 cr exceeded ₹70 cr.
  36. FY26 guidance - revenue ₹660 cr, EBITDA ₹242 cr, PBT ₹100 cr, PAT ₹80-85 cr Partial - At the Q1 FY26 call, Mohasin Khan guided FY26 consolidated revenue of ₹660 cr, EBITDA ₹242 cr, PBT ₹100 cr, and PAT ₹80-85 cr; revised at Q2 FY26 to revenue ₹650 cr, EBITDA ₹170-180 cr, PAT ₹70 cr, and reiterated as \~₹75 cr at Q3 FY26. FY26 revenue was ₹482 cr, EBITDA ₹204 cr, PAT ₹129.7 cr - revenue missed, EBITDA exceeded the revised figure, PAT exceeded all guided figures.
  37. Veranda 2.0 - no further dilution, no further leverage; non-commerce debt repaid from internal accruals Partial - At the Q1 FY26 call, Suresh Kalpathi stated Veranda 2.0 would be achieved through no further dilution and no further leverage, with non-commerce debt of \~₹190-195 cr repaid from internal accruals. A ₹357 cr QIP was raised in July 2025, while non-commerce debt fell to ₹145 cr by Q1 FY27.
  38. Commerce vertical EBITDA - ₹140 cr+ in FY26, ₹500 cr by FY30 Delivered - At the Q1 FY26 call, Suresh Kalpathi projected commerce vertical EBITDA of over ₹140 cr for FY26, with potential to reach ₹500 cr by FY30. FY26 Commerce segment EBITDA was ₹169 cr, exceeding the ₹140 cr target, with the FY30 target still open.
  39. Commerce demerger - filed by September 1st week, complete in \~8 months, listed by March/April/May Partial - At the Q1 FY26 call, Mohasin Khan stated the commerce demerger scheme would be filed by September 1st week, complete in \~8 months, and list on NSE and BSE by March/April/May; the timeline subsequently slipped to NCLT approval before end-April 2026, listing by end July or mid-August 2026, and finally completion by the first half of September 2026. NCLT orders were reserved July 20, 2026 with the next hearing August 17, 2026, and as of August 13, 2026 listing had not yet occurred.
  40. Academics - take over at least a couple of schools in FY26, asset-light Missed - At the Q1 FY26 call, Aditya Malik stated the company expected to take over "at least a couple" of schools in an asset-light model in FY26, with results visible the next academic year. The company was managing six schools in Q1 FY27 - the same number as Q1 FY26, with no new takeovers disclosed.
  41. Fundraise for acquisitions - equity-like instruments, no significant debt Partial - At the Q3 FY24 call, management said fundraising for new acquisitions would largely be through equity-like instruments, not adding significantly to debt. A maiden ₹357 cr QIP was raised with \~87% used to repay high-interest debt; however, total debt rose from ₹256.56 cr in Q3 FY24 to ₹382 cr as of Q1 FY27.
  42. Debt policy - ideal debt at 1.5-1.75x EBITDA On track - At the Q3 FY24 call, management stated ideal debt would be about 1.5 to 1.75 times EBITDA, with future acquisitions planned using equity-like instruments to avoid over-leveraging. Debt stood at ₹382 cr with D/E of 0.40 as of Q1 FY27, split ₹125 cr commerce and ₹145 cr non-commerce with debt cost down to 9-9.5%.
  43. Post-FY25 long-term organic growth - 40-45% YoY in top and bottom line Partial - At the Q3 FY24 call, management guided post-FY25 long-term organic growth of 40-45% YoY in both top line and bottom line, purely organic. FY26 revenue grew 34.60% YoY with PAT of ₹129 cr against FY25's loss of ₹214 cr, while Q1 FY27 revenue grew 41.52% YoY.
  44. Asset-light growth - no significant capex or hard assets Delivered - At the Q3 FY24 call, management stated growth would be asset-light - own and franchise centers, rental premises only: "we don't expect to do much of capex... in terms of hard assets, we don't expect to make any of them". CWIP was ₹9.89 cr in FY24, ₹0.30 cr in FY25 and ₹0.16 cr in FY26, with FY26 capex guided mainly as deposits and soft capex.
  45. FY25 guidance - double revenue to \~₹800 cr, EBITDA ₹350-400 cr Missed - At the Q3 FY24 call, management guided FY25 revenue to double from \~₹400 cr to ₹800 cr with EBITDA of ₹350-400 cr, conditional on acquisitions fructifying; this was successively revised to over ₹550 cr, then ₹600 cr, then over ₹500 cr with pre-adjusted EBITDA of ₹130 cr and EBITDA of ₹120 cr. FY25 revenue was ₹358 cr, down 1.11% YoY, with EBITDA of ₹86.7 cr - short of even the final targets.
  46. FY24 guidance - revenue ₹380-400 cr, \~100% YoY growth, EBITDA margin 16-18% Partial - At the Q3 FY24 call, management guided FY24 revenue of ₹380-400 cr, \~100% YoY growth, and EBITDA margins of 16-18%. FY24 revenue was ₹361.73 cr, up 124.18% YoY, with EBITDA of ₹62.29 cr at a 16.83% margin - revenue below the ₹380 cr floor, margin within guidance.
  47. Pause acquisitions after a few more - focus on synergistic and organic growth Delivered - At the Q3 FY24 call, management expected to close a few more acquisitions (study abroad, commerce space, managed school services) in the next few months, "after which it will pause acquisitions and focus only on synergistic and organic growth". Subsequent acquisitions included Logic Management Training Institutes in April 2024 and BB Virtuals (40.4%) with Navkar Digital (65%) in Q4 FY25, with no later large acquisition spree disclosed.
  48. Tapasya Education Institution - acquire 50% for \~₹120 cr Delivered - At the Q3 FY24 call, management expected to acquire 50% of Tapasya Education Institution for about ₹120 cr through Veranda Excel Learning, bringing in about 20-odd schools, junior colleges, and about 10 colleges. Tapasya Educational Institutions was acquired in March 2024 - 51% of equity shares valuing TEIPL at ₹240 cr - and contributed almost ₹70 cr to FY26 commerce revenue.