Veranda Learning Solutions Limited — Interim / Quarterly Report 2023

May 29, 2023

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

29[th] May, 2023 BSE Limited Dept of Corporate Services, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001 Scrip Code: 543514

National Stock Exchange of India Limited The Listing Department, Exchange Plaza, Bandra Kurla Complex, Mumbai – 400 051 Symbol: VERANDA

Sub: Press Release on Financial Results for the quarter and year ended 31[st] March 2023 pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Investor presentation.

Dear Sir/Madam,

Please find enclosed the press release titled ‘Veranda Learning Solutions announces for the quarter and year ended 31[st] March 2023 “Financial Results” pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and investor presentation.

This information will also be hosted on the Company’s website at www.verandalearning.com. Request you to kindly take the same on record.

Thanking you,

For Veranda Learning Solutions Limited

M Digitally signed by M ANANTHARAMAKRIS ANANTHARA HNAN MAKRISHNAN Date: 2023.05.29 19:19:05 +05'30'

M. Anantharamakrishnan Company Secretary & Compliance Officer

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contact@verandalearning.com www.verandalearning.com +91 44 4296 7777 34,Thirumalai Road, T.Nagar, Chennai, Tamil Nadu-600017 CIN: L74999TN2018PLC125880

Press Release

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Veranda Learning Solutions announces Q4FY23 & FY23 Financial Results

Reports a Strong Revenue Growth in FY23 of 115% YoY and Projects EBITDA of INR100 Cr in FY24

Chennai, May 29[th] , 2023: Veranda Learning Solutions Limited (“Veranda” BSE: 543514, NSE: VERANDA), a publicly listed company, announced its financial results for Q4FY23 and FY2023. The total revenue for Q4FY23 stood at Rs. 488.00 million compared to Rs. 294.12 million in Q4FY22, a growth of 65.92% year-on-year. The total revenue for FY23 was Rs. 1999.21 million, an impressive 164.44% year-on-year surge from Rs. 756.02 million in FY22.

Mr. Suresh Kalpathi, Executive Director and Chairman, Veranda Learning Solutions, is confident that FY23 has set the stage for the company to witness accelerated growth, increased revenues, and enhanced profitability in FY24. “FY23 was a foundational and formative year that has set a strong base for our next phase of growth. Our Company’s revenue from operations grew by 115.03% year-on-year, while operating losses have come down compared to the previous year,” said Mr. Suresh Kalpathi.

Speaking about the company’s strategy of offering high quality education, Mr. Suresh Kalpathi said, “In FY23, the Company successfully acquired J. K. Shah Classes, one of the largest test prep organizations in India. In addition to that, we recently signed acquisition/investment agreements with seven companies which possess deep synergies to our existing businesses. On the organic front, our Higher Education division has signed crucial agreements with several renowned universities. We have also launched residential programs in Tamil Nadu to cater to IAS and Banking aspirants. Veranda RACE, our competitive exam prep brand, has been successful in penetrating southern states such as Kerala, Karnataka, Andhra, and Telangana, whilst enjoying leadership position in Tamil Nadu. In total, we have over 280 centres across the group where our students are provided with state-of-the-art facilities.”

Mr. Suresh Kalpathi firmly believes FY 23-24 will be crucial for Veranda Learning’s growth trajectory. “Substantial part of the investments that we have made in FY23 are a one-time expense needed to drive the company’s growth. This non-recurring expenditure will catapult profits in the coming years. Another crucial indicator forecasting our growth has been our student enrolment numbers. The constant rise in the number of student enrolments is a strong sign that we are on the right path. The enrolments for FY23 stood at over 4 lakhs compared to about 60 thousand in FY22, including students who trained with us as part of our expansion into the B2B2C space. The Company has prioritised expanding and strengthening the product portfolio as well as in building a robust technology platform for our aspiring students. With these initiatives, we expect the proforma EBITDA to reach over INR 100 Cr in FY23-24,” said Mr. Suresh Kalpathi.

Consolidated Financial Highlights:

Particulars (Rs. Million)	Q4FY23	Q4FY22	Y-o-Y	Q3FY23	Q-o-Q	FY23	FY22	Y-o-Y
Revenue from Operations	484.06	291.20	66.23%	478.78	1.10%	1,613.57	750.49	115.00%
Other Income	3.94	2.92		358.41		385.64	5.53
Total Revenue	488.00	294.12	65.92%	837.19	(41.71)%	1,999.21	756.02	164.44%
Gross Profit	238.51	209.98	13.59%	228.74	4.31%	498.36	293.03	70.07%
Gross Profit Margin (%)	49.27%	72.11%		47.77%		30.89%	39.05%
Operating Expenses
Advt. & Business Promotion	115.37	63.42	81.91%	115.46	(0.07)%	422.42	222.48	89.87%
Corporate Costs	45.27	61.90	(26.87)%	55.42	(18.31)%	203.56	177.04	14.98%
Non-Operating Expenses
ESOPs/RSU	16.79	15.70	6.96%	(94.82)		(23.66)	71.20
Growth Investment	80.66	-		98.11	(17.79)%	242.43	-
One-time Transaction Costs	56.26	-		175.01		231.26	-
EBITDA	(201.97)	(127.47)	-	146.29	-	(336.72)	(390.52)	-
Finance Cost	51.54	34.12	51.04%	20.49	151.47%	102.99	83.32	23.61%
Depreciation	176.73	58.48	202.22%	151.82	16.40%	454.62	138.25	228.84%
Tax Expenses	(43.43)	(10.68)	-	(32.62)	-	(102.19)	(27.13)	-
PAT	(386.79)	(209.39)	-	6.59	-	(792.14)	(584.95)	-

Key Consolidated Financial Highlights:

• Total Revenue stood at Rs. 488.00 million in Q4FY23 compared to Rs. 294.12 million in Q4FY22 a growth of 65.92% YoY; Total Revenue for FY23 stood at Rs. 1,999.21 million compared to Rs. 756.02 million a strong of 164.44 % YoY

• Gross Profit for Q4FY23 was at Rs. 238.51 million compared to 209.98 million in Q4FY22 a growth of 13.59%; Gross Profit for FY23 stood at Rs. 498.36 million compared to Rs. 293.03 in FY22 a growth of 70.07% YoY. Reported a Gross Profit margin of 49.27 % in Q4FY23 and 30.89 % in FY23.

• Advertising and business promotion expenses for Q4FY23 and FY23 were Rs. 115.37 million and Rs. 422.42 million respectively.

• During Q4FY23, the company incurred Rs. 56.26 million in expenses towards one-time Transaction Costs. This was spent on due diligence fees, legal fees, and market studies related cost to identify and engage with the acquisition targets; such one-time costs for the year FY23 stood at Rs. 231.26 million

• During FY23, the company continued its growth investment which stood at Rs. 242.43 million including towards setting up its Higher Education business.

Business Updates Q4FY23:

Signed acquisition agreements under Subsidiary Veranda Administrative Learning Solutions Pvt Ltd:

Veranda Learning Solutions is acquiring and investing across seven businesses through its Wholly Owned Subsidiary Veranda Administrative Learning Solutions Private Limited for a total valuation of over Rs 400 crore. The entities that will come under the Veranda Learning Solutions’ umbrella include: Educare Infrastructure, Six Phrase, Smart Bridge, Talent Academy, Talent Publications, Phire Learning, and Bassure. These acquisitions have the potential to deliver an EBITDA of Rs. 50 crores for FY 2023-24.

Partnering with Logic School of Management:

JK Shah Classes, has collaborated with Logic School of Management to support students in achieving their academic goals. Logic School of Management has a strong presence in Kerala and train students in courses such as ACCA (Chartered Certified Accountants) UK, Certified Management Accountant (CMA) US and Certified Public Accountant (CPA) US. JK Shah Classes has a pan Indian presence with expertise in Chartered Accountancy (CA), Company Secretary (CS) and Cost and Management Accountant (CMA) courses, and this association is a win-win situation for both.

Launch of Academy for Civil Service Aspirants (ACSA):

The Academy for Civil Service Aspirants (ACSA), a comprehensive residential programme for civil service aspirants, has been introduced by Veranda IAS in Chennai. Only those aspirants who pass the Veranda Entrance Scholarship Test (VEST) will be admitted to the programme and the students will receive instruction from top academics from across India. In addition internships will be arranged and the students will receive one-on-one mentoring support from Mr. Sagayam, a former IAS officer. Six cities in Tamil Nadu will host this programme namely Madurai, Coimbatore, Salem, Tiruchi, Vellore, and Tirunelveli. The ACSA will accept 150 applicants, of whom 5 will receive full scholarships.

Tie-Up with XLRI To Launch Executive Diploma in Advanced Business Strategies for CXOs:

Veranda HigherEd is partnering with XLRI (Xavier School of Management) to launch an Executive Diploma in Advanced Business Strategies for CXOs. This is a one-year program, starting on July 29, 2023, and will be conducted in a hybrid mode through a combination of on-campus immersion sessions and live classes online. The objective of this program is to help CXOs become dynamic new generation leaders who possess in-demand skills in business management, strategic leadership and are efficient in driving overall business transformation.

SASTRA University Partners with J.K. Shah Classes For B.Com course along with CA Coaching:

SASTRA University is collaborating with J.K. Shah Classes to launch Bachelor of Commerce (B. Com) Online course with CA coaching under the Veranda Varsity brand. The B.Com course will be fully online, while the CA coaching will be available via a hybrid model comprising of online and offline modules. The objective of this course is to give students an understanding of corporate governance, accounting, and business laws and make them more relevant in the field of accounts and finance.

About Veranda Learning Solutions:

Founded in 2018, by the Kalpathi AGS Group - Veranda Learning Solutions is a public listed education technology company that offers a bouquet of training programs for competitive exam preparation, including State Public Service Commission, Banking, Insurance, Railways, IAS, and CA, as well as a slew of professional skilling and upskilling programmes. 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 its subsidiaries: Veranda RACE, Veranda IAS, Edureka - the customer-facing brand of Brain4ce Education Solutions, Veranda HigherEd, and Edureka Learning Centre. Veranda Learning has forayed into high-demand financial courses such as Chartered Accountancy through its partnership with India’s premier CA test-preparation institute, J. K. Shah Classes.

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

Visit us at www.verandalearning.com | CIN L74999TN2018PLC125880

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 as part of Q4 Financial Results | May 2023

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

Result Highlights 01 Company Overview 02 Growth Strategy 03

04

05

Industry Overview Financials

Q4 & FY23 Performance

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Key Financial & Business Highlights
Revenue from Operations Gross Profit Key Business Highlights
Q4FY23 Q4FY23
Proposed Acquisitions: Educare Infrastructure, Six
Phrase, Smart Bridge, Neyyar Academy, Neyyar
Education , Phire Learning, and Bassure
Consolidated YoY Growth % Consolidated YoY Growth %
₹ 484 Mn 66% ₹ 239 Mn 14%
Launched an Academy for Civil Service Aspirants
(ACSA)
SASTRA University Partnered with J.K. Shah Classes
FY23 FY23 For B.Com course along with CA Coaching
Consolidated YoY Growth % Consolidated YoY Growth %
Joined forces with XLRI To Launch Executive
₹ 1,614 Mn 115% ₹ 498 Mn 70% Diploma in Advanced Business Strategies for CXOs
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From the Chairman’s Desk

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Commenting on the results, Mr. Kalpathi. S. Suresh, Executive Director and Chairman, Veranda Learning Solutions, said “FY23 was a foundational and formative year that has set a strong base for our next phase of growth. Our Company’s revenue from operations grew by 115.03% year-on-year, while operating losses have come down compared to the previous year. In FY23, the Company successfully acquired J. K. Shah Classes, one of the largest test prep organizations in India. In addition to that, we recently signed acquisition/investment agreements with seven companies which possess deep synergies to our existing businesses. On the organic front, our Higher Education division has signed crucial agreements with several renowned universities. We have also launched residential programs in Tamil Nadu to cater to IAS and Banking aspirants. Veranda RACE, our competitive exam prep brand, has been successful in penetrating southern states such as Kerala, Karnataka, Andhra, and Telangana, whilst enjoying leadership position in Tamil Nadu. In total, we have over 280 centres across the group where our students are provided with state-of-the-art facilities.

Substantial part of the investments that we have made in FY23 are a one-time expense needed to drive the company’s growth. This non-recurring expenditure will catapult profits in the coming years. Another crucial indicator forecasting our growth has been our student enrolment numbers. The constant rise in the number of student enrolments is a strong sign that we are on the right path. The enrolments for FY23 stood at over 4 lakhs compared to about 60 thousand in FY22, including students who trained with us as part of our expansion into the B2B2C space. The Company has prioritised expanding and strengthening the product portfolio as well as in building a robust technology pl ~~atfo~~ r ~~m fo~~ r our aspiring students. With these initiatives, we expect the proforma EBITDA to reach over INR 100 Cr in FY23-24.”

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Consolidated P&L Highlights

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Particulars (Rs. Mn)	Q4FY23	Q4FY22	Y-o-Y	Q3FY23	Q-o-Q	FY23	FY22	Y-o-Y	Y-o-Y
Revenue from Operations	484.06	291.20	66.23%	478.78	1.10%	1,613.57	750.49	115.00%
Other Income	3.94	2.92		358.41*		385.64	5.53
Total Revenue	488.00	294.12	65.92%	837.19	(41.71)%	1,999.21	756.02	164.44%
Gross Profit#	238.51	209.98	13.59%	228.74	4.31%	498.36	293.03	70.07%
Gross Profit Margin (%)	49.27%	72.11%		47.77%		30.89%	39.05%
Operating Expenses Advt & Business Promotion	115.37	63.42	81.91%	115.46	(0.07)%	422.42	222.48	89.87%
Corporate Costs	45.27	61.90	(26.87)%	55.42	(18.31)%	203.56	177.04	14.98%
Non-Operating Expenses ESOPs/RSU	16.79	15.70	6.96%	(94.82)		(23.66)	71.20
Growth Investment	80.66	-		98.11	(17.79)%	242.43	-
One Time Transaction Costs	56.26	-		175.01		231.26	-
EBITDA	(201.97)	(127.47)	-	146.29	-	(336.72)	(390.52)		-
Finance Cost	51.54	34.12	51.04%	20.49	151.47%	102.99	83.32	23.61%
Depreciation	176.73	58.48	202.22%	151.82	16.40%	454.62	138.25	228.84%
Tax Expenses PAT	(43.43) (386.79)	(10.68) (209.39)	- -	(32.62) 6.59	- -	(102.19) (792.14)	(27.13) (584.95)		- ~~-~~

*Includes a one-time income of 321.27 million on account of the cancellation and forfeiture of debentures

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#Gross profit calculation: (Revenue – Direct Costs) | GP Margin: GP / (Revenue from Operations)

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

Strong Leadership:

Promoters have a collective experience of over 40 years in the education sector and proven track record of entrepreneurial success

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Diversified Offerings:

Presence across Platforms:

Provides a wide range of learning solutions through courses including UPSC, competitive exams courses, 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 instructor led learning models in various languages

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Established Strong Brand:

Established a strong presence in competitive exam-oriented courses like Banking, SPSC, Insurance, RRB & SSC and created niche online education platforms across all segments. Edureka is a recognised online education platform for IT professionals that offers upskilling & reskilling courses

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Our Journey so far

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INCORPRATION

LAUNCHES & ACQUISITIONS

J. K. SHAH CLASSES AND LAUNCH OF ELCs

• July’21: Launched CA course offered by •

• Incorporated in November 2018 May’22: Launched Edureka Learning Centre Veranda CA (ELCs)

• • Aug’21: Launched UPSC course offered by Veranda IAS • Oct’22: Acquired J. K. Shah Classes

• • Sep’21: Acquired Edureka, enabling Veranda to establish global footprints

• 2018 2020 2021 2022 2022 2023

• • Dec’20: Acquired Content, brand, • Apr’22: Listing on BSE & NSE • Jan’23: Business Transfer Agreement with education materials through Veranda Chennai Race Race; commenced operations •

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

• May’23: Announces association with 7 companies under Veranda Administrative Learning Solutions

KEY ACQUISITION

LISTING ON EXCHANGES

ACQUISITIONS IN VERANDA ADMINISTRATIVE SOLUTIONS

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Strong presence in test preparations & professional skilling segments

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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

• Edureka Learning Centres

• 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 Software Testing • Blockchain

• • 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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250+
Diversified Footprint across India
Centres
(across all courses)
Wide
Building presence across India
Presence
Strong Hold
Established strong offline presence in
Across India Southern and Western India
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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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• Bachelor’s degree in Commerce

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

• Previously associated with TNCA and BCCI

• Kalpathi S Ganesh Kalpathi Aghoram Archana

• Non-Executive Director Non-Executive Director 15

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

• Director of AGS Cinemas; Executive producer of AGS Entertainment

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

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Veranda Learning – Key Team Members (1/2)

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• Praveen Kumar Saradha Govindarajan Pravin Menon

• President, Corporate Strategy Chief Financial Officer Chief Marketing Officer

• ▪ 25+ years of experience in cross border ▪ 11+ years of experience in the areas of ▪ 26+ years of experience in marketing in acquisitions & pre-acquisition process in M&A Finance, Strategy and Operations EdTech, Media and Publishing businesses

• ▪ PreviouslyHaskins and Sellsworked with SSI and Deloitte ▪ PreviouslyAgarwal’s ledEye QubeHospital Cinemasas CFO and& SVP,Dr. ▪ Previously worked with Worldwide Media, Vikatan, Bennet Coleman & Network Digitech

• ▪ Member of ICAI and ICWAI Strategy & Operations ▪ BE from College of Engineering, Guindy and ▪ Bachelor’s degree from University of Mumbai MBA from XLRI, Jamshedpur

• Rajesh Pankaj Sivakumar Ganesan Venkatesh K

• Chief Program Officer VP, Sales & Field Force Marketing

• Chief Instruction Delivery

• 30+ years of industry experience spanning ▪ 4+ decades of leadership and entrepreneurial technology, education & content development ▪ 25+ years of experience in Strategy and execution experience across sales & marketing and education domains

• Previously worked with Pearson, MPS, HCL ▪ Previously worked with SSI, e4e, TCS, Primex and Wellcorp at senior management roles ▪ Previously worked with SSI, Aptech and Dunlop

• Rajesh Pankaj

• Chief Program Officer

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

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

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

• Previously worked with SSI, Aptech and Dunlop

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

• Executive MBA from IIM-B and is a Certified Corporate Director from IOD

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Veranda Learning – Key Team Members (2/2)

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• Santhoshkumar P

• Bharat Seeman Lovleen Bhatia CEO, Veranda Race

• CEO, Veranda IAS Co-Founder, Edureka Ex-founder,

• Veranda Race

• ▪ ▪ 7+ years of experience in operations 10+ years of experience in business leadership ▪ 18 years+ of technical leadership and R&D management at Veranda RACE

• ▪ Master’s degree in Technology from Anna University experience ▪ MBA from Illinois Tech Stuart School of ▪ B.Tech from IIT BHU Business and Master’s degree from Great Lakes Institute of Management

• J K Shah Pooja Shah Vishal Shah

• Executive Chairman, JKSC Joint COO, JKSC Joint COO, JKSC ▪ Education enthusiast focused on disrupting hybrid ▪ 7+ years of experience in managing business

• industry experience in educational spaces development & operations and lead generation functions

• ▪ Before JK Shah, began her journey as an Articled Assistant at Arvind H Shah & Co ▪ Heads the online coaching vertical at JK Shah Classes

• Founder, pioneer and a seasoned educationist

• 38+ years of proven industry experience in leading and managing CA coaching classes

• Before JK Shah, began her journey as an Articled Assistant at Arvind H Shah & Co

• B.Com in Accounting & Finance from University 17 of Mumbai and member of the ICAI

• B.Com from NMIMS and member of the ICAI

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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 Expansion Through PDCs

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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

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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

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Expand focus on B2C
and B2B models
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• ✓ 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 RACE Acquired Chennai RACE in December 2020
Edureka Acquired Brain4ce Education Solutions (“Eduerka”) in September 2021
Edureka Learning
Launched Edureka Learning Centres in May 2022
Centres
J.K Shah Classes Acquired in October 2022
Veranda
Acquisition/investment with
Administrative
7 Companies in May 2023
Solutions Pvt Ltd
Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct
2021 2022 2023
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Veranda RACE

Edureka

J. K. Shah Classes

Edureka Learning Centres (ELC)

Chennai RACE was engaged in running coaching institutes in Tamil Nadu, Kerala and Punjab. With this acquisition, Veranda expanded offline & Hybrid operations.

Revenue Contribution in FY23

Veranda expanded its offerings in academic learning, professional skilling & corporate training services in trending courses related to technologies.

Revenue Contribution in FY23 47.5%

Through J. K. Shah Classes Veranda collaborates with India’s leading brand to offer courses like CA, CS, CMA, CFA, ACCA, etc

Acquired Majority Stake in J. K. Shah

76.0%

The company intends to deliver high quality, affordable, and experienced instructor led courses across tier 2 and tier 3 towns.

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50.5%

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Association with seven companies under VALS (1/2)

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Acquiring and Investing across seven businesses through its Wholly Owned Subsidiary Veranda Administrative Learning Solutions Private Limited (VALS) Total valuation of acquisitions is over Rs. 400 crore

1 Educare Infrastructure About: Educare offers services in various areas of management like infrastructure planning & development, staff recruitment & training, sales & marketing, affiliation & statutory compliances to 6 schools with over 4,500 students studying in it

Rationale: Acquiring Educare Infra would give Veranda direct access to K-12 primary education segment which is the largest education market

2 Six Phrase About: An institution that has been engaged in employability training, skill development, career guidance services, technical training, aptitude, and soft skills training, LMS - E-learning and online assessment portal to students across colleges and universities

Rationale: This acquisition will give Veranda Learning access to the deep and wide-spread network of colleges of Six Phrase and allow for crosssell opportunities for Veranda

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3-4 Neyyar Academy & Neyyar Education
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About: Neyyar Academy (“Talent”) is a test prep coaching centre in Kerala that provides coaching classes for PSC, SSC, RRB & CLAT exams

Rationale: Acquiring Talent would give Veranda Race leadership in Kerala PSC, SSC and other related test-prep segments in Ker ~~ala and~~ help expand publication business across the nation

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5
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Association with seven companies under VALS (2/2)

5 Phire About: Phire is a placement-oriented training company that provides expert training for recruitment in Private Banking and BFSI sector Rationale: Acquisition of Phire is a strategic move that allows Veranda Race to vertically integrate in banking test prep segment

6 Smart Bridge About: SmartBridge is an Ed Tech organization that provides outcome-based experiential learning programs on emerging technologies such as IoT, ML, Data Science, AI, and Robotics

Rationale: Would give Veranda Learning access to expertise in Skill Development initiatives of Govt, establishing relationships with public sector decision-makers, and a wider reach, allowing for more targeted and effective solutions

7 BAssure About: BAssure is the company that runs a Hire-Train-Deploy model on behalf of its clients . T hey offer talents with industry-needed skills such as Modern Mobile/Web App Development, Data Engineers, Full-Stack, Microservices, and API Developers with Cloud, DevOps etc

Rationale: Acquiring BAssure would allow Veranda Learning to double down on its technological efforts of building a truly world- ~~clas~~ s ~~EdT~~ ech company

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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.

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39 years of legacy

~75

Centres in India

Deal Status

Veranda has acquired 76% stake as on 31[st] Mar 2023.

1,870 CA Rankers Since 2001

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.

214 CS Rankers since 2016

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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%

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Source: Arizton Advisory & Intelligence Report

Indian Ed-tech Sector – Market Size

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90 30.00%
Edtech Market in India 2021–2027 ($ billion)
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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Source: Arizton Advisory & Intelligence Report

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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HR providing employees with Upskilling & Model of employees receiving Upskilling & Employees prefer to work with company
Reskilling Training 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 (Rs. Mn)	FY22	FY23
Revenue from Operations	750.49	1,613.57
Other Income	5.53	385.64 *
Total Revenue	756.02	1,999.21
Gross Profit#	293.03	498.36
Gross Profit Margin (%)	39.05%	30.89%
Operating Expenses Advt & Business Promotion	222.48	422.42
Corporate Costs	177.04	203.56
Non-Operating Expenses ESOPs/RSU	71.20	(23.66)
Growth Investment	-	242.43
One Time Transaction Costs	-	231.26
EBITDA	(390.52)	(336.72)
Finance Cost	83.32	102.99
Depreciation	138.25	454.62
Tax Expenses	(27.13)	(102.19)
PAT	(584.95)	(792.14)

*Includes a one-time income of 321.27 million on account of the cancellation and forfeiture of debentures

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#Gross profit calculation: (Revenue from Ops – Direct Costs) | GP Margin: GP / (Revenue from Operations)

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Consolidated Balance sheet
Particulars (INR mn) Mar’23 Mar’22 Particulars (INR mn) Mar’23 Mar’22
1. ASSETS
1. EQUITY
Non-current assets
Equity share capital 615.72 411.77
Property, plant and equipment 140.84 14.76 Other Equity 2,443.69 358.03
Capital Work in Progress 0.76 -
Right of use Assets 718.80 - Total equity 3,059.41 769.80
Goodwill 4,458.29 1,730.76 2. LIABILITIES
Other Tangible Assets 2,023.95 800.10 Non-current liabilities
Intangible Assets under development 26.68 - Provisions 20.72 11.30
Financial Assets 67.47 1.00 Borrowings 2,212.44 1,206.39
Deferred Tax assets 49.63 11.41 Lease Liabilities 624.14 -
Income tax assets (net) 72.37 37.63 Other Financial Liabilities 1,451.31 283.71
Other non-current Assets 2.03 2.03 Deferred tax liabilities (net) 503.76 189.66
Total non-current assets 7,560.84 2,597.69 Total non-current liabilities 4,812.37 1,691.05
Current liabilities
Current assets
Financial liabilities
Inventories 13.21 6.37
Borrowings 95.71 826.24
Financial assets
Lease Liabilities 129.30 -
Trade receivables 55.06 34.50
Trade payables 284.43 352.01
Cash and cash equivalents 848.17 487.01 Other Financial Liabilities 47.60 4.02
Bank balances 21.24 276.41 Other current liabilities 480.86 164.29
Other financial assets 54.01 47.56 Provisions 7.22 3.98
Other current assets 364.38 361.85 Total current liabilities 1,045.12 1,350.54
Total Current Assets 1,356.07 1,213.70 Total liabilities 5,857.49 3,041.59
Total Assets 8,916.91 3,811.39 Total Equity and Liabilities 8,916.91 3,811.39
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Financial Highlights

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Total Revenue EBITDA Revenue Break-up (FY23)
1,999.21 34%
FY21 FY22 FY23
-76.25
66%
756.02
25.44
-336.72
Online % Offline %
-390.52
FY21 FY22 FY23
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Enrolments
91,667
56,819
42,000
FY21 FY22 FY23
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ARPU
Veranda Race
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Brain4ce (Edureka)

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31,323 12,609 12,699
19,404
FY22 FY23 FY22 FY23
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Let’s Connect

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

Veranda Learning Solutions Ms. Saradha Govindarajan, CFO saradha.g@verandalearning.com

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

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