Veranda Learning Solutions Limited — Interim / Quarterly Report 2023

Nov 12, 2022

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Veranda Learning Solutions Limited (formerly Veranda Learning Solutions Private Limited) (formerly Andromeda Edutech Private Limited)

12[th] November, 2022

BSE Limited National Stock Exchange of India Limited Dept of Corporate Services, The Listing Department, Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Fort, Bandra Kurla Complex, Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 543514 Symbol : VERANDA

Sub: Press Release - Veranda Learning Solutions reports robust growth in Q2 & H1 FY23 and Investor Presentation.

Dear Sir/Madam,

Please find enclosed the press release regarding the Companies robust growth in the 2[nd] Quarter and First Half Year for the Financial Year 2022-2023 and Investor Presentation.

A copy of the same will also be uploaded on the Company’s website www.verandalearning.com.

Kindly take the same on record.

Thanking you,

For Veranda Learning Solutions Limited

M Digitally signed by M ANANTHARAMAKRISHN ANANTHARA AN Date: 2022.11.12 MAKRISHNAN 18:50:23 +05'30'

M. Anantharamakrishnan Company Secretary & Compliance Officer

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contact@verandalearning.com www.verandalearning.com

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+91 44 4296 7777

34,Thirumalai Road, T.Nagar, Chennai, Tamil Nadu-600017 CIN: U74999TN2018PLC125880

Press Release

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Veranda Learning Solutions reports robust growth in Q2 & H1 FY23

Chennai, November 12[th] , 2022: Veranda Learning Solutions Limited (“Veranda” BSE: 543514, NSE: VERANDA), a publicly listed company announced its financial results for the quarter and half year ended September 30, 2022.

Key Consolidated Financial Highlights for Q2 & H1 FY23:

• Total Revenue stood at Rs. 387.70 million in Q2FY23 compared to Rs. 107.92 million in Q2FY22; a growth of 259.25% year-on-year ; Total Revenue for H1FY23 stood at Rs. 674.01 million compared to Rs. 156.60 in H1FY22 witnessing a growth of 330.40% year-on-year.

• The Gross Profit stood at Rs. 150.64 million and Rs. 269.62 million for Q2FY23 and H1FY23 respectively recording a Gross Profit margin of 40.84% in Q2FY23 and 41.43% in H1FY23.

• Advertising and business promotion expenses for Q2FY23 and H1FY23 were Rs. 106.89 million and Rs. 191.59 million , respectively. The company is investing in several advertising campaigns across all its verticals which will serve to boost visibility and long-term value development through brand recall.

• The company has incurred an expense of Rs. 33.64 million towards ESOPs / RSU in Q2FY23.

• During the quarter, the company invested Rs 49.86 million to expand its offline centres under Edureka brand, named Edureka Learning Centres and in setting up of the Higher Education business.

• The Operating Profit before growth investment expenses and ESOPs/RSU stood at Rs. (64.15) million in Q2FY23 as against (98.86) million in Q1FY23.

• The total number of student enrolments stood at 22,135 for the quarter.

Commenting on the results, Mr. Kalpathi. S. Suresh, Executive Director and Chairman, Veranda Learning Solutions, said “We are pleased to report a strong second quarter which reinforces our commitment to take quality and affordable learning to the masses. With our growth strategy at play, we are within striking distance of the revenue of FY 22 by the first half of FY 23. While our expenses during the quarter surged due to ESOPs, new business growth initiatives, and ongoing brand promotion initiatives, we believe that the operating efficiencies will improve going forward and help us turn EBIDTA positive by the end of the current fiscal.

We are happy with the new tie-ups during the quarter, particularly with the Tamil Nadu Skill Development Corporation towards the implementation of the Naan Mudhalvan initiative. We have successfully completed fundraising of Rs. 270 crores during H1FY23 to fuel our growth ambitions. Besides these announcements, a feather in our cap was our acquisition of the prestigious J. K. Shah Classes, India’s top provider of CA test preparation which allows us to expand our portfolio in the CA test prep segment. Currently, the Company is concentrating on expanding its range of offerings and investing in brand building, which keeps our profitability under check. We believe that the growth of our organic business combined with acquisitions will augment our profitability in the coming quarters.”

Consolidated Financial Highlights:

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Particulars (Rs. Million) Q2FY23 Q2FY22 Q1FY23 H1FY23 H1FY22 FY22
Total Revenue 387.70 107.92 286.31 674.01 156.60 756.02
Gross Profit 150.64 44.70 118.98 269.62 66.48 293.07
Gross Profit Margin (%) 40.84% 42.18% 42.21% 41.43% 42.99% 39.05%
Operating Expenses
Advt & Business Promotion Expenses 106.89 54.07 84.70 191.59 62.78 222.48
Corporate Costs 53.57 42.98 49.30 102.87 68.51 177.04
Non-Operating Expenses
ESOPs/RSU 33.64 15.70 20.73 54.37 31.10 71.20
Growth Investment 49.86 - 13.80 63.67 - -
EBITDA (147.65) (104.83) (133.40) (281.05) (150.53) (390.52)
Finance Cost 13.11 13.38 17.85 30.96 13.67 83.32
Depreciation 64.71 15.07 61.36 126.07 20.59 138.25
Tax Expenses (14.22) (1.95) (11.92) (26.14) (2.08) (27.13)
PAT (211.26) (131.33) (200.68) (411.94) (182.71) (584.95)
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Key Business Updates:

Subsidiary & Proforma Performance:

During Q2FY23, the revenue from the subsidiary Veranda RACE stood at Rs. 167.78 million and Rs. 199.36 million from Edureka; accounting for 45% and 54% of total consolidated revenue, respectively. The enrolments for Veranda RACE and Edureka were at 12,859 and 9,235 respectively.

During H1FY23, the revenue from the subsidiary Veranda RACE stood at Rs. 265.55 million and Rs. 382.14 million from Edureka; accounting for 41% and 59% of total consolidated revenue, respectively. The enrolments for Veranda RACE and Edureka were at 23,470 and 16,938 respectively.

Fund Raising of ~Rs. 270 crores:

The Company has completed a preferential allotment of Rs. 193 crores and a debt raise of Rs. 82 crores, which is utilised towards strategic acquisitions to boost inorganic growth. The equity raised through a preferential issue includes an investment by the promoters in the form of convertible warrants.

Geographical Expansion and New Tie-ups:

Veranda signed 59 Edureka Learning Centres (ELC) taking the total signups to 105 during H1FY23 and 13 new B2B customers were added during the quarter. In Q2FY23, the company added 8 RACE Centres under the Veranda RACE brand, bringing the total number of RACE Centres to 39 by H1FY23. Furthermore, the company has signed collaborations with several new universities and colleges including IIT Guwahati, IIM Shillong, Sastra University and Annamalai University. Veranda trained 40,369 students in the first half of the current FY against 26,511 students in the same period previous FY.

Key Partnerships & Achievements

Partnered with J. K. Shah Classes:

Veranda Learning Solutions has forayed into an imperative segment of high-demand financial courses such as Chartered Accountancy through the acquisition of India’s premier CA test-preparation

institute, J. K. Shah Classes. The acquisition is for consideration of Rs. 337.82 crores and will be funded through a combination of debt and equity. Additionally, at end of October 2022, the company acquired 61.7% of the issued and paid-up share capital of J. K. Shah Classes.

Partnered with TNSDC to be part of the Naan Mudhalvan Scheme:

Veranda signed a MoA with the Tamil Nadu Skill Development Corporation (TNSDC) to assist in the implementation of the Naan Mudhalvan initiative, which aims to give students in government colleges skill development and career assistance. The Company will help students from all streams gain industry-based skills and improve their career readiness through this cooperation.

Tie-up with E&ICT Academy IIT Guwahati:

The Electronics and Information, Communication Technology (E&ICT) Academy at IIT Guwahati and Veranda collaborated to develop advanced certificate programmes for upskilling. With a vision to build a talent pool of qualified workers in cutting-edge fields, this relationship will assist the business in codeveloping specialized courses on Product Management, Supply Chain & Project Management, and Digital Business Management.

Signed-up Delivery Partner for 100[th] centre in India:

The Company signed up the Delivery Partner for its 100[th] offline centre in India under the Edureka brand and the first centre in Indore. The centres earlier branded as 'Veranda Acacia, powered by Edureka,' are now known as Edureka Learning Centres (ELCs). At the beginning of FY23, Edureka commenced to open Delivery Centres across the nation. With this Edureka has become one of the fastest Indian Education company to sign up 100 centres in a short span of four months.

Veranda RACE produced Seven All-India Rankers:

In the RRB Clerk Preliminary Examination 2022, Veranda RACE delivered seven All-India rankers with a remarkable score of 80/80. The candidates successfully cleared SBI JA, IBPS RRB (Regional Rural Banks) PO, IBPS RRB Clerk, Clerk and SO category examinations in 2022 and secured 760 positions in Tamil Nadu and Kerala.

About Veranda Learning Solutions:

Founded in 2018 by the Kalpathi AGS Group, Veranda Learning Solutions is a publicly listed company that offers a bouquet of training programs for competitive exams preparation, including State Public Service Commission, Banking, Insurance, Railways, IAS, and CA, as well as a slew of professional skilling and upskilling programmes in trending technologies. Veranda Learning Solutions aims at offering a robust learning platform riding on a network of strong mentors, educationists, and tech experts.

Veranda Learning Solutions’ platform combines technology, processes, and methodologies to provide high-quality, in-depth, personalised learning opportunities and content to learners across the country. Dedicated to creating an impact on students and delivering successful academic outcomes, Veranda adopts a multi-modal delivery system backed by a rigorous and disciplined learning framework.

The company provides services through four of its wholly owned subsidiaries: Veranda Race, Veranda XL (represented as Veranda CA), Veranda IAS, and Edureka – the customer-facing brand of Brain4ce Education Solutions.

Company Contact:	Investor Relations:
Mrs. Saradha Govindarajan, CFO Veranda Learning Solutions Limited saradha.g@verandalearning.com	Mr. Abhishek Bhatt Ms. Mahalakshmi Venkatachalam Ernst & Young LLP Abhishek.bhatt3@in.ey.com Mahalakshmi.venkatachalam@in.ey.com

Visit us at www.verandalearning.com | CIN U74999TN2018PLC125880

DISCLAIMER:

Certain statements in this document that are not historical facts, are forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties like government actions, local, political, or economic developments, industry risks, and many other factors that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. Veranda Learning Solutions Limited will not be responsible for any action taken based on such statements and undertakes no obligation to publicly update these forward-looking statements to reflect subsequent events or circumstances

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Veranda Learning Solutions

Affordability | High-quality Content | Outcome-oriented Approach

Investor Presentation | November 2022

Safe Harbor

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• This presentation and the following discussion may contain “forward looking statements” by Veranda Learning Solutions Limited (“Veranda Learning” or the Company) that are not historical in nature. These forward looking statements, which may include statements relating to future results of operations, financial condition, business prospects, plans and objectives, are based on the current beliefs, assumptions, expectations, estimates, and projections of the management of Veranda Learning about the business, industry and markets in which Veranda Learning operates.

• These statements are not guarantees of future performance, and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond Veranda Learning’s control and difficult to predict, that could cause actual results, performance or achievements to differ materially from those in the forward looking statements.

• Such statements are not, and should not be construed, as a representation as to future performance or achievements of Veranda Learning.

• In particular, such statements should not be regarded as a projection of future performance of Veranda Learning. It should be noted that the actual performance or achievements of Veranda Learning may vary significantly from such statements.

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Agenda 01 Result Highlights Company Overview 02 03 Growth Strategy 04 Industry Overview 05 Financials

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Q2 & H1 FY23 Performance

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Key Financial & Business Highlights
Total Revenue Gross Profit Key Business Highlights
Q2FY23 Q2FY23
Acquired J K Shah Classes
Consolidated YoY Growth % Consolidated YoY Growth %
₹ 388 Mn 259% ₹ 151 Mn 237%
Successful Fund Raise of
~ Rs. 270 crores
H1FY23 H1FY23
Expanding Presence - Signed
59 New Edureka Learning Centres
Consolidated YoY Growth % Consolidated YoY Growth % 12 New B2B customers
08 New RACE Centres
₹ 674 Mn 330% ₹ 270 Mn 306%
In Q2FY23
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From the Chairman’s Desk

Commenting on the results, Mr. Kalpathi. S. Suresh, Executive Director and Chairman, Veranda Learning Solutions, said “We are pleased to report a strong second quarter which reinforces our commitment to take quality and affordable learning to the masses. With our growth strategy at play, we are within striking distance of the revenue of FY 22 by the first half of FY 23. While our expenses during the quarter surged due to ESOPs, new business growth initiatives, and ongoing brand promotion initiatives, we believe that the operating efficiencies will improve going forward and help us turn EBIDTA positive by the end of the current fiscal.

We are happy with the new tie-ups during the quarter, particularly with the Tamil Nadu Skill Development Corporation towards the implementation of the Naan Mudhalvan initiative. We have successfully completed fundraising of Rs. 270 crores during H1FY23 to fuel our growth ambitions. Besides these announcements, a feather in our cap was our acquisition of the prestigious J. K. Shah Classes, India’s top provider of CA test preparation which allows us to expand our portfolio in the CA test prep segment. Currently, the Company is concentrating on expanding its range of offerings and investing in brand building, which keeps our profitability under check. We believe that the growth of our organic business combined with acquisitions will augment our profitability in the coming quarters.”

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Consolidated P&L Highlights

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	Particulars Total Revenue Gross Profit Gross Profit Margin (%) Advertisement & Business Promotion Corporate costs ESOP/RSU Growth Investment EBITDA Finance Cost Depreciation Tax expense PAT*	Q2 FY23 387.70 150.64 40.84% 106.89 53.57 33.64 49.86 (147.65) 13.11 64.71 (14.22) (211.26)	Q2 FY22 107.92 44.70 42.18% 54.07 42.98 15.70 - (104.83) 13.38 15.07 (1.95) (131.33)	Q1FY23 286.31 118.98 42.21% 84.70 49.30 20.73 13.80 (133.40) 17.85 61.36 (11.92) (200.68)	H1FY23 674.01 269.62 41.43% 191.59 102.87 54.37 63.66 (281.05) 30.96 126.07 (26.13) (411.94)	H1FY22 156.60 66.48 42.99% 62.78 68.51 31.10 - (150.53) 13.67 20.58 (2.08) (182.71)	FY22 756.02 293.07 39.05% 222.48 177.04 71.20 - (390.52) 83.32 138.25 (27.13) (584.95)

Q2 & H1 FY23 Highlights:

• Total Revenue in Q2FY23 grew by 259.25% YoY and in H1FY23 grew by 330.40% YoY

• Investing in several advertising campaigns across all its verticals which will serve to boost visibility and long-term value development through brand recall

• During the quarter, invested Rs 49.86 million to expand its offline centres under the Edureka brand, named Edureka Learning Centres, and set up the Higher Education business

• The company has incurred an expense of Rs. 33.64 million towards ESOPs / RSU in Q2FY23

• The Operating Profit before growth investment expenses and ESOPs/RSU stood at Rs. (64.15) million in Q2FY23 as against (98.86) million in Q1FY23

*Gross profit calculation: (Revenue –Other Income– Direct Costs) | GP Margin: GP / (Revenue –Other Income)

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Veranda Company Overview

Ve randa Learning – A Quick Glance

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Veranda Learning Solutions is engaged in the business of offering diversified and integrated learning solutions in online, offline hybrid and offline blended formats to students, aspirants, and graduates professionals and corporate employees

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Promoters have a collective experience of over 40 years in the education sector and proven track record
Strong Leadership:
of entrepreneurial success
Provides a wide range of learning solutions through courses including UPSC, competitive exams courses,
Diversified Offerings:
professional courses, short term upskilling and reskilling courses to students and professionals
Courses offered through online, offline hybrid, offline blended, campus in campus and online live
Presence across Platforms:
instructor led learning models in various languages
Established a strong presence in competitive exam-oriented courses like Banking, SPSC, Insurance, RRB &
Established Strong Brand: SSC and ,creating niche online education platform across all segments. Edureka , is a recognised online
education platform for IT professionals offers upskiiling & reskilling courses
KEY STRENGTHS
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Our Journey so far

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Acquisition of J. K. Shah Classes & Launch of Edureka Learning Centre (ELC) May’22: Launched Edureka Learning Centre

Public Lisitng

Key Acquisitions

• Apr’22: Listing on BSE & NSE

• Oct’22: Acquired J. K. Shah Classes

• • July’21 : Launched CA course offered by Veranda CA

• Acquisition of Chennai RACE • Aug’21: Launched UPSC course 2022 2022 offered by Veranda IAS

• • Dec’20: Acquired Content, brand, • Sep’21: Acquired Edureka, enabling

• education materials through Veranda Veranda to establish global footprints Race; commenced operations

• • Dec’20: Launched own mobile app 2021 comprising all integrated courses

• Incorporation Nov-2018 2020

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Strong presence in test preparations & professional skilling segments

• Career-defining competitive exams Hybrid • TNPSC Group 2 • SSC Courses • TNPSC Group 4 • Railways • TN TET • Kerala PSC • Banking • CA Foundation

• Professional courses TNPSC Exam Coaching: CA Exam Coaching: • Group 2 & 2A • CA Foundation • Group 4 • CA Intermediate • CA Final

• Exam-oriented courses Test Series: • CA Revision Online • TNPSC

• Courses • Banking Test Batch UPSC Exam • CA -all levels • Integrated Learning Programme

• •

• Banking & SSC Exams: Prelims Learning • Tamil Programme • English •

• Upskilling and Reskilling courses Malayalam Kerala PSC Exam Coaching • Telugu TNUSRB SI • Kannada

• Developed 340+ courses offered in Online, Offline Hybrid & Offline Blended

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Edureka – A leading player in emerging technology training

• A comprehensive learning platform aimed to bridge the workplace-ready IT skills gap

• Pioneering Instructor Led Live Edureka Learning Centres Online training • Veranda acquired Edureka to build a full-stack Education business virtually

• • Launched Edureka learning with the first set of

• Industry leader in online professional Delivery Centres across 105 locations

• & higher education segment Courses Offered • Cloud Computing • Architecture & Design Patterns

• • DevOps • Artificial Intelligence

• Upskilling & Reskilling courses Online Courses • BI Visualization • Databases

• • Data Science

• Visit us Link • Data Warehousing and ETL • Programming & Frameworks • Operating Systems

• • Frontend Development • Digital Marketing

• Global customer presence • Mobile Development • Robotic Process majorly from US & UK Automation

  • Operating Systems

  • • Digital Marketing • Robotic Process Automation

  • • Blockchain

• Software Testing

• Project Management & Methodologies • Data Science

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Established a result oriented unique 360[o] Approach

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Weekly lectures by
subject matter experts
with Q&A
Mentors assigned to
every student to track
and ensure progress
Right blend of offline &
online materials to support
the learning outcomes
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Textbooks for all courses
for in-depth structural &
methodical learning
Chapter and paper level
mock tests for practice
Multi-level practice
programmes
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Veranda Learning – Coaching centres across India

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150+ Diversified Footprint across India Centres (across all courses) Wide Building presence across India Presence Strong Hold Established strong offline presence in in South India Tamil Nadu and Kerala

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Proficient Team to drive the business

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Kalpathi S Suresh

Chairman & Executive Director

• More than a decade of experience in the Education industry

• Founded SSI in 1991, providing software education and IT training; key milestones include listing on NSE and BSE, formed a JV with NASDAQ, acquired Albion Orion Company LLC and acquired controlling stake in Aptech Limited

• Founded AGS Entertainment in 2003, a production house and later ventured into film exhibition via AGS Cinemas

• Founded Kalpathi Investments in 2007, a NBFC which invests in various ventures

• Awarded the ‘Outstanding Entrepreneur of the Year’ in 1999 by Ernst & Young, India

• Bachelor’s degree of Technology in Electrical Engineering, Master’s Degree in Electrical Engineering

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Kalpathi S Aghoram Non-Executive Director

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Kalpathi S Ganesh Non-Executive Director

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Kalpathi Aghoram Archana Non-Executive Director

• Bachelor’s degree in Commerce

• A decade of experience in finance, education, IT, entertainment

• Previously associated with TNCA and BCCI

• Bachelor’s degree in Applied Sciences, Master ‘s degree in Software Systems

• A decade of experience in finance, education, IT, entertainment

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• Master’s degree in Computer Science

• Director of AGS Cinemas; Executive producer of AGS Entertainment

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Veranda Learning – Key Team Members (1/2)

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Praveen Kumar

Saradha Govindarajan Chief Financial Officer

President, Corporate Strategy

• 25+ years of experience in cross border acquisitions & pre-acquisition process in M&A

• 11+ years of experience in the areas of Finance, Strategy and Operations

• Previously worked with SSI and Deloitte Haskins and Sells

• Previously led Qube Cinemas and Dr. Agarwal’s Eye Hospital as CFO & SVP, Strategy & Operations

• BE from College of Engineering, Guindy and MBA from XLRI, Jamshedpur

• Member of ICAI and ICWAI

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Rajesh Pankaj Chief Program Officer

Lovleen Bhatia CEO, Co-Founder, Edureka

• 30+ years of industry experience spanning technology, education & content development

• 18 years+ of technical leadership and R&D experience

• Previously worked with Pearson, MPS, HCL TalentCare, Everon Education and Hurix

• B.Tech from IIT BHU

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• B.Sc in Chemistry from Mahatma Gandhi University and PG Diploma from NIIT

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Pravin Menon Chief Marketing Officer

• 26+ years of experience in marketing in EdTech, Media and Publishing businesses

• Previously worked with Worldwide Media, Vikatan, Bennet Coleman & Network Digitech

• Bachelor’s degree from University of Mumbai

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Veranda Learning – Key Team Members (2/2)

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Bharat Seeman Business Head, Co-Founder RACE

Vineet Chaturvedi

Chief Business Officer, Co-Founder Edureka

• 17+ years of experience in building several large-scale data driven platforms of scale

• 10+ years of experience in business leadership

• Held several leading positions at Edureka including Sales, Marketing and Operations

• Master’s degree in Technology from Anna University

• B.Tech from ITS Engineering College

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Sivakumar Ganesan

VP, Sales & Field Force Marketing

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Santhoshkumar P

Head of Operations

• 7+ years of experience in operations management at Veranda RACE

• MBA from Illinois Tech Stuart School of Business and Master’s degree from Great Lakes Institute of Management

• 4+ decades of leadership and entrepreneurial experience across sales & marketing and education domains

• Previously worked with SSI, Aptech and Dunlop

• B.A. in Economics from University of Madras and PGDM in Marketing from AIMA

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Offerings through Subsidiaries

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- - - -
In December 2020, Veranda Incorporated in 2011 in Commercially launched in Commercially launched in
Race acquired the content, Bengaluru, Edureka is one of the July’21 Aug’21
Background brand and education recognised online education - Engaged Trans learning LLP for - Engaged SAI IAS Academy for
materials from Chennai Race platform for technology creating and delivering creating and delivering
Coaching Institute professionals digitalized CA content digitalized IAS content
-
- SSC - Short term skillingCourses - CA Foundation - Integrated Learning
Courses Offered -- State PSC - Long term courses - CA Intermediate - Program - Prelims, Mains &
- Banking & InsuranceRRB -- Corporate learning - CA Final - personality testsState PSC Group I
Courses (B2B)
Tamil, Kannada, Telugu,
Languages English English English
English, Malayalam, Hindi
Fee Structure ₹ 9,000 - ₹ 15,500 ₹ 5,000- ₹ 2,75,000 ₹ 9,999 - ₹ 39,500 ₹ 30,000- ₹ 75,000
Avg Duration 3-12 months 2-12 months 6-24 months 12 months
- Online: Recorded & Live - Online live instructor led - Online: Recorded & Live - Online
Modes of Delivery - Offline blended model - Offline blended - Offline blended
- platform - -
Offline hybrid model Campus - in- Campus Campus - in- Campus
Total Enrolments FY22 58,628
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Veranda Growth Strategy

Veranda Learning – Growth Strategy

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 Evaluate targets for acquisitions and seek opportunities to acquire brands and businesses which complement its service offerings, strengthen or establish its presence in the targeted domestic and international market

Strategic Acquisitions

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• Expand presence in existing & new markets, by increasing number of PDCs* through arrangements, wherein company operates online blended and offline blended model of learning under revenue sharing arrangements

Expansion Through PDCs

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Addition of new
courses and offerings
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• Engaging with educational institutions like K-12 schools & colleges to deliver highquality digital content

• Exam oriented courses for college entrance & admissions to universities

• Expand its services to working professionals

Expand focus on B2C and B2B models

• Expand focus on B2C[^] and B2B[#] spectrum of the education sector

• Significant growth opportunity in the B2C & B2B spectrum of education sector

*Preferred Delivery Centres

Business-to-business where company delivers services to the Corporate/ educational institutes ^Business-to-consumer where company delivers services directly to consumer such as Student / Learner

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Strategic Acquisitions & New Launches to Scale business Operations

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Veranda
Acquired Chennai RACE in December 2021
RACE
Edureka Acquired Brain4ce Education Solutions (“Eduerka”) in September 2021
Edureka
Launched Edureka Learning Centres in May 2022
Learning Centres
J.K Shah Acquired in
Classes October 2022
Dec Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
2020 2021 2022
Veranda RACE Edureka J. K. Shah Classes Edureka Learning Centres (ELC)
Chennai RACE was engaged in Veranda expanded its offerings in Through J. K. Shah Classes Veranda The company intends to deliver high
running coaching institutes in Tamil academic learning, professional skilling collaborates with India’s leading brand quality, affordable, and experienced
Nadu, Kerala and Punjab. With this & corporate training services in to offer courses like CA, CS, CMA, CFA, instructor led courses across tier 2 and
acquisition, Veranda expanded offline trending courses related to ACCA, etc tier 3 towns.
& Hybrid operations. technologies.
Revenue Contribution in FY22 Revenue Contribution in FY22 Acquired Majority Stake in J. K. Shah
50.5% 47.5% 61.7%
21
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– Collaboration with J. K. Shah India’s leading institute for CA test prep

Veranda acquired J. K. Shah Classes (JKSC)

Forayed into an imperative segment of high-demand financial courses such as Chartered Accountancy through acquisition of India’s premier CA test-preparation institute, J. K. Shah Classes.

Synergy of Veranda & J. K. Shah Classes

Veranda will provide its rich technological expertise meanwhile leveraging J. K. Shah’s strong brand recognition and legacy; additionally Veranda will aid JKSC to establish presence in the South, North, & East of India, along with strengthening its online and hybrid offerings.

Deal Status

The deal is for the consideration of Rs. 337.82 crores and Veranda has acquired 61.7% stake as on 31[st] October 2022.

Marquee Alumni

JKSC’s alumni includes marquee names like Mr. Kumar Mangalam Birla, India’s leading industrialist and Chairman of the Aditya Birla Group; Mr. Piyush Goyal, Hon’ble Minister of Commerce and a member of the Rajya Sabha; Mr. Nilesh Shah, MD of Kotak Mahindra AMC.

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39 ~75 years Centres of legacy in India

1,870 CA 214 CS Rankers Rankers Since 2001 since 2016

Revenue Trend (Rs. Cr)

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94
89.7
80.3
FY20 FY21 FY22
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Industry Growth Drivers

Geographical Segmentation - Global

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Region Market Size (2021) Market Size (2027) Growth Rate CAGR (2021-27)
Asia Pacific Countries (APAC) $107.63 BN $277.39 BN 17.09% North America $52.62 BN $109.27 BN 12.95% Europe $39.62 BN $92.26 BN 15.13% Latin America $29.68 BN $72.95 BN 16.17% Middle East & Africa $25.25 BN $53.52 BN 13.34%

Source: Arizton Advisory & Intelligence Report

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Indian Ed-tech Sector – Market Size

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90 Edtech Market in India 2021–2027 ($ billion) 30.00%
80
25.00%
70
60 20.00%
Growth Rate 50
15.00%
40
19.17%
CAGR 30 10.00%
(2021-2027) 20
5.00%
10
0 0.00%
2021 2022 2023 2024 2025 2026 2027
Revenue 27.41 30.48 35.23 41.98 51.25 63.25 78.5
Growth Rate 11.20% 15.56% 19.18% 22.07% 23.41% 24.12%
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25.00%
70
60 20.00%
Growth Rate 50
15.00%
40
19.17%
CAGR 30 10.00%
(2021-2027) 20
5.00%
10
0 0.00%
2021 2022 2023 2024 2025 2026 2027
Revenue 27.41 30.48 35.23 41.98 51.25 63.25 78.5
Growth Rate 11.20% 15.56% 19.18% 22.07% 23.41% 24.12%
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Source: Arizton Advisory & Intelligence Report

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Indian Sector – Boom for Upskilling & Reskilling Courses

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Upskilling and Reskilling – A budding requirement

A McKinsey global survey in February 2020 found that 9 in 10 executives and managers are either already facing skills gaps in their organizations or expect gaps to develop within the next 5 years

KEY SURVEY RESPONSES

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Reskilling Training providing Upskilling & Reskilling Training
20%
Upskilling 31% 26%
Reskilling 2%
11%
Both 59%
69%
74%
Never 8%
Online Offline Both Yes No
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Source: McKinsey global survey in February 2020

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Financial Performance

Consolidated P&L Highlights

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	Particulars Total Revenue Gross Profit Gross Profit Margin (%) Advertisement & Business Promotion Corporate costs ESOP/RSU Growth Investment EBITDA Finance Cost Depreciation Tax expense PAT	Q2 FY23 387.70 150.64 40.84% 106.89 53.57 33.64 49.86 (147.65) 13.11 64.71 (14.22) (211.26)	Q2 FY22 107.92 44.70 42.18% 54.07 42.98 15.70 - (104.83) 13.38 15.07 (1.95) (131.33)	Q1FY23 286.31 118.98 42.21% 84.70 49.30 20.73 13.80 (133.40) 17.85 61.36 (11.92) (200.68)	H1FY23 674.01 269.62 41.43% 191.59 102.87 54.37 63.66 (281.05) 30.96 126.07 (26.13) (411.94)	H1FY22 156.60 66.48 42.99% 62.78 68.51 31.10 - (150.53) 13.67 20.58 (2.08) (182.71)	FY22 756.02 293.07 39.05% 222.48 177.04 71.20 - (390.52) 83.32 138.25 (27.13) (584.95)

Gross profit calculation: (Revenue – Other Income - Direct Costs) | GP Margin: GP / (Revenue –Other Income)

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Consolidated Balance sheet

	Particulars (INR mn) 1. ASSETS Non-current assets Property, plant and equipment Intangible Assets Right of use Assets Intangible Assets under development Goodwill Income tax assets (net) Deferred Tax assets Other non-current Assets Total non-current assets Current assets Inventories Financial assets Trade receivables Cash and cash equivalents Bank balances Loans Other financial assets Current Tax assets (net) Other current assets Total Current Assets Total Assets	Sep’22 30.40 692.36 92.06 5.98 1743.60 42.31 14.05 6.65 2627.40 8.69 49.73 314.96 68.91 - 47.28 - 427.26 916.82 3544.22	Mar’22 14.76 800.10 0.00 0.00 1730.76 37.63 11.41 3.03 2597.69 6.37 34.50 487.01 276.41 - 47.56 0.00 361.85 1213.70 3811.39

Particulars (INR mn) Sep’22 Mar’22
1. EQUITY
Equity share capital 557.76 411.77 Other Equity 1,206.41 358.03 Total equity 1,764.17 769.80
2. LIABILITIES
Non-current liabilities Provisions 14.74 11.30 Borrowings 740.79 1,206.39 Other Financial Liabilities 284.12 283.71 Lease Liabilities 80.93 - Other non-current liabilities 165.81 189.66 Total non-current liabilities 1,286.39 1,691.05
Current liabilities
Financial liabilities Borrowings 18.67 826.24 Trade payables 254.09 352.01 Other financial liabilities – Lease Liabilities 12.73 - Other Financial Liabilities 0.19 4.02 Provisions 4.97 3.98 Other current liabilities 203.02 164.29
Total current liabilities 493.67 1,350.54
Total liabilities 1,780.06 3,041.59
Total Equity and Liabilities 3,544.22 3,811.39

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Financial Highlights

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Total Revenue EBITDA Revenue Break-up (H1FY23)
756.02
674.01
41%
FY21 FY22 H1FY23
-76.25
59%
-281.05
25.44
Online % Offline %
-390.52
FY21 FY22 H1FY23
Enrolments
ARPU
Brain4ce (Edureka) Veranda Race
58,682
26,619
11,860
42,000 10,927
25,834
22,135
H1FY22 H1FY23 H1FY22 H1FY23
FY21 FY22 H1FY23
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Veranda Learning Solutions

Mrs. Saradha Govindarajan, CFO saradha.g@verandalearning.com

Let’s Connect

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Ernst & Young, LLP Mr. Abhishek Bhatt abhishek.bhatt3@in.ey.com

Ms. Mahalakshmi Venkatachalam mahalakshmi.venkatachalam@in.ey.com

Veranda Learning Solutions Ltd, 34, Thirumalai Pillai road, T. Nagar, Chennai, Tamil Nadu – 600 017