Veranda Learning Solutions Limited — Interim / Quarterly Report 2025

May 28, 2025

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Veranda Learning Solutions Limited

May 28, 2025

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

Dear Sir/Madam,

Sub: Press Release and Investor Presentation on Financial Results pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015

Please find enclosed the press release and investor presentation titled ‘Veranda Learning Solutions Limited announces Q4 FY 2024-25 Financial Results” pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

Kindly take the same on record and display the same on the website of your exchange. This information will also be available on the Company's website at https://www.verandalearning.com/web/index.php/stock-exchange-intimations

Thanking you, For Veranda Learning Solutions Limited

Digitally signed by SWAMINADHAN SWAMINADHAN BALASUNDHAR BALASUNDHARAM AM Date: 2025.05.28 17:39:14 +05'30'

S Balasundharam Company Secretary & Compliance Officer M. No: ACS-11114

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contact@verandalearning.com www.verandalearning.com

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+91 44 4690 1007

G.R. Complex First floor No.807-808, Anna Salai, Nandanam, Chennai -600 035

CIN: L74999TN2018PLC125880

Press Release

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Veranda Learning Solutions Reports Q4 & FY25 Performance

Caps FY25 with Strong Turnaround: Achieves Rs. 500 Cr Revenue , EBITDA grows 59% on Strategic Acquisitions and growth push.

Chennai, 28[th] May 2025: Veranda Learning Solutions Limited , a public listed Education company (BSE: 543514, NSE: VERANDA) and a pioneer in the industry offering end-to-end Education services and solutions, announced its financial results for the quarter and year ended March 31, 2025.

Key Drivers behind Q4FY25 Performance

• Revenue driven by a surge in new admissions, higher bookings , supported by service expansion and remeasured fair value adjustment.

• Disciplined cost control maintained despite seasonality and higher operational expenses; underlying business strength reflected in strong EBITDA growth.

• Operating cost increase attributed to nationwide advertising campaigns, seasonal exam-centre marketing, and preparation for the upcoming admission cycle, alongside strategic expansion initiatives.

• Net Loss narrows driven by the absence of significant non-cash adjustments witnessed in the prior quarter, signaling early signs of recovery.

Consolidated Financial Highlights:

			Q3 FY25 (Pre-Adj.)		FY25 (Pre-Adj)
Particulars (Rs. Cr)	Q4 FY25 Q4 FY24 Y-o-Y	Q3 FY25		Q-o-Q FY25		FY24 Y-o-Y
Revenue from Operations Other Income Total Revenue	114.1 102.6 11.2%	99.1	110.3	3.4% 470.8	482.1	361.7 33.3%
	38.9** 1.3 2892.3%	-0.8	1.2	3141.6% 47.4	19.9	8.3 139.8%
	153.0 103.9 47.3%	98.4	111.5	37.2% 518.3	502.0	370.0 35.6%
Gross Profit	71.4 62.9 13.5%	51.5	62.6	14.0% 279.4	290.6	213.0 36.4%
Gross Profit Margin (%)	62.5% 61.3 % 120 bps	0.5%	56.5%	600 bps 59.4%	54.7%	58.0% -330 bps
Operating Expenses Adv & Business Promotion Corporate Costs Other Expenses One-time expenses
	15.1 13.3 13.5%	14.0	14.0	7.9% 61.0	61.0	48.7 25.3%
	6.8 6.4 6.3%	6.3	6.3	7.9% 25.3	25.3	16.5 53.3%
	28.3 20.0 41.5%	30.0	30.0	-5.6% 118.3	118.3	- -
	- - -	32.2	-	- 32.2	-	- -
Non-Operating Expenses
ESOP/RSUs	1.4 1.8 -22.2%	1.5	1.5	-6.7% 6.7	6.7	6.7 -
EBITDA	58.7 22.7 158.0%	-33.4	11.9	393.3% 83.3	99.2	62.3 59.1%
Non-Operating Expenses Finance Cost Depreciation Tax Expenses
	35.7 39.5 -9.6%	33.2	NA	NA 132.1	NA	78.2 NA
	17.7 22.4 -20.9%	137.8	NA	NA 205.8	NA	66.7 NA
	-3.0 -0.8 275.0%	-3.7	NA	NA -2.9	NA	-5.5 NA
PAT	8.4 -38.4 121.9%	-202.9		-251.7		-77.1

Note: All calculations for Q-o-Q and Y-o-Y are performed basis Q3FY25 (pre-adjusted) numbers which includes one- time expenses.

**Other income for Q4FY25 includes remeasurement fair value adjustment of Rs. 29.5 Cr.

Key Consolidated Financial Highlights:

• Q4FY25 Revenue from Operations stood at ₹114.1 Cr, up 11% YoY, with Gross Profit rising to ₹71.4 Cr and margin of 62.5%. FY25 Total Revenue (pre-adjustment) surged 35.6% YoY to ₹502.0 Cr, driven by broad-based growth. PAT jumped 121.9%, supported by operational gains and fair value remeasurement-led other income.

• The expense for Q4FY25 includes one-time Expected credit loss and Non-cash ESOP expense of Rs. 3.7 Cr. and other income included a gain on remeasurement of financial liability Rs 29.5 Cr. Post the above, the adjusted EBITDA for the quarter ended stood at Rs. 25.6 Cr.

• The Company reported an adjusted EBITDA of Rs. 25.6 Cr. in Q4FY25 compared to Rs. 11.9 Cr. in Q3FY25 (preadjusted). For FY25, EBITDA (Pre-Adjustment) stood Rs. 99.2 Cr., marking a substantial 59.1% year-on-year increase from Rs. 62.3 Cr . in FY24, highlighting the company's strong operational momentum and strategic execution .

• The Finance cost for the quarter stood at Rs. 35.7 Cr. , which includes Rs.19.8 Cr. cash interest (including accrued premium) on the NCDs raised by the company and other borrowings, Rs. 4.28 Cr. towards interest on lease liabilities and Rs. 11.6 Cr. of non-cash expenses the acquisition related liabilities

• The Depreciation cost for the quarter stood at Rs . 17.7 Cr. This includes non-cash expense of Rs. 10.3 Cr. arising out of amortization of intangible assets pertaining to the acquisitions completed

Operational Highlights for Q4FY25: Geared up for Scalable Growth with Strategic Moves

• Strategic Commerce Acquisitions Acquired 40.4% in BB Virtuals (prestigious CA online platform) and 65.0% in Navkar Digital (offline commerce leader in Gujarat), boosting presence across online-offline formats and geographies.

• Equity Infusion Fuels Momentum

• Raised Rs. 35.0 Cr by issuing 11.9L equity shares and Rs. 6.3 Cr by issuing 7.8L share warrants through preferential allotment to promoters and institutional investors, supporting expansion and execution.

• Strong Base for FY26 Asset light Model, Improved gross margins, tighter cost control, and integration of high-quality assets position Veranda for scalable, long-term growth.

Segmental Performance

Particulars (Rs. Cr)			VLS group Q4FY25
	Q4FY25	Q4FY24	YoY	Q3FY25 (Pre adj)	QoQ
Operating Revenue
Academic	7.9	3.3	239.4%	7.9	-0.0%
Comm TP	57.1	39.7	43.8%	38.2	49.5%
Vocational	27.4	33.1	-17.2%	31.6	-13.3%
Govt TP	21.6	27.1	-20.3%	32.5	-33.5%
EBITDA
Academic	3.6	2.7	33.3%	3.4	5.9%
Comm TP	25.0	16.7	49.7%	16.4	52.4%
Vocational	1.0	3.7	-73.0%	-0.6	266.7%
Govt TP	8.6	3.6	138.9%	1.0	760.0%

Segment Wise Operational Outlook:

1. Academics: The segment is set to scale rapidly in the K-12 space with an asset-light, integrated model targeting intake at its Chennai and Coimbatore campuses.

2 . Commerce Test Preparation :

• This segment targets to strongly push into international certifications, digital learning, and regional expansion.

• Strong presence in Maharashtra, with efforts underway to boost revenues in Gujarat, Delhi, and Rajasthan, focusing on performance and growth at existing centres.

• In the college vertical- aims to expand capacity with partnering with new colleges.

3. Government Test Preparation:

• With strong foothold in South and further amplifying reach in Karnataka and Kerala, this segment will witness increase the enrolments following the long-awaited TNPSC notification released on April 25, 2025.

• Further launched Race Mobile App, enabling students to learn anytime, anywhere with expert-curated content, mock tests, and performance tracking tools.

4. Vocational Training (online and hybrid models across all age groups):

• Focus on industry-relevant postgraduate programs and cutting-edge technology courses across both Indian and international markets.

• Expanded to include specialized offerings such as DBA (Doctor of Business Administration), MBA, MSc, and AI-focused programs, designed to meet the growing demand .

– Veranda Learning Solutions Management Statement on Q4FY25 Performance

Mr. Suresh S. Kalpathi, Executive Director and Chairman of Veranda Learning Solutions, added , “We have made significant strides in our journey to become a leading player in the education sector. With the successful execution of the first phase of our growth strategy, we have built a robust portfolio of trusted brands and offerings that span the full academic lifecycle of a student. This marks the conclusion of our acquisition-led growth journey, as we now transition into the next phase—focusing on organic expansion by scaling our existing platforms and deepening our market presence.

In Q3, we successfully concluded the first phase of our strategy by building a strong portfolio of student-focused brands. This marked the end of our acquisition-led expansion, with a pivot toward organic growth and operational synergies. We undertook a strategic review of intangibles, leading to one-time non-cash adjustments for improved transparency. Despite seasonality and exam shifts impacting performance, we laid the groundwork for a stronger FY26 and beyond.

As committed, we’ve delivered a standout Q4 performance driven by sharp execution of our strategic priorities. Crossing the ₹500 Cr revenue mark is a pivotal milestone—signaling enhanced operational efficiency, financial discipline, and the strength of our scalable model. We also successfully closed two key acquisitions—BB Virtuals and Navkar Digital—further strengthening our leadership in the commerce education space. In addition, the completion of a preferential equity raise has reinforced our balance sheet. Looking ahead, we remain focused on scaling across verticals, with an emphasis on digital offerings, global certifications, and regional expansion—positioning us well for sustained growth and long-term value creation.”

About Veranda Learning Solutions:

Veranda Learning Solutions is a leading provider of educational services in India, offering K-12 education, test preparation, vocational training, and professional certifications. The company combines online and offline models for scalable, efficient growth and is committed to empowering individuals for global career opportunities.

Company Contact:	Investor Relations:
Mr. Mohasin Khan, CFO Veranda Learning Solutions Limited mohasinkhan.s@verandalearning.com	Ms. Soumya Chhajed Go India Advisors soumya@goindiaadvisors.com

Visit us at www.verandalearning.com | CIN L74999TN2018PLC125880

DISCLAIMER: Any forward-looking statements about expected future events, financial and operating results of the Company are based on certain assumptions which the Company does not guarantee the fulfilment of. These statements are subject to risks and uncertainties. Actual results might differ substantially or materially from those expressed or implied. Important developments that could affect the Company’s operations include a downtrend in the industry, global or domestic or both, significant changes in political and economic environment in India or key markets abroad, tax laws, litigation, labor relations, exchange rate fluctuations, technological changes, investment and business income, cash flow projections, interest, and other costs. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date thereof

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Investor Presentation Q4FY25

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Veranda Learning Solutions

Affordability | High-quality Content | Outcome-oriented Approach

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Safe Harbor

• 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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One of the Leading Education Players in India

Company at a glance Business Segments Financial Metrics Financial Metrics FY25 o Diversified and integrated learning Academics solutions in online, offline & Revenue growth: 33.3% YoY hybrid blended formats to students, aspirants, graduates, Reported EBITDA (Pre- Adj) : Rs. Commerce Test Prep professionals & corporate 99.2 Crores employees Enrollments in FY25 to a total of o Technology driven, asset light & ~4.3 lakh learners. scalable business model Government Test Prep 200+ Centers spread across India. o Successfully acquired legacy brands which are market leaders 100+ students secured top rank Vocational in competitive exams each year in their respective segments

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Management Statement on Q4FY25 Performance

Mr. Kalpathi S Suresh

“We have made significant strides in our journey to become a leading player in the education sector. With the successful execution of the first phase of our growth strategy, we have built a robust portfolio of trusted brands and offerings that span the full academic lifecycle of a student. This marks the conclusion of our acquisition-led growth journey, as we now transition into the next phase—focusing on organic expansion by scaling our existing platforms and deepening our market presence.

Chairman & Executive Director

• He holds a B.Tech. from IIT Madras and M.S. from Clemson University​

• Experienced in software development, education, business purchase and integration​

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

In Q3, we successfully concluded the first phase of our strategy by building a strong portfolio of student-focused brands. This marked the end of our acquisition-led expansion, with a pivot toward organic growth and operational synergies. We undertook a strategic review of intangibles, leading to one-time non-cash adjustments for improved transparency. Despite seasonality and exam shifts impacting performance, we laid the groundwork for a stronger FY26 and beyond.

As committed, we’ve delivered a standout Q4 performance driven by sharp execution of our strategic priorities. Crossing the ₹500 Cr revenue mark is a pivotal milestone—signaling enhanced operational efficiency, financial discipline, and the strength of our scalable model. We also successfully closed two key acquisitions—BB Virtuals and Navkar Digital—further strengthening our leadership in the commerce education space. In addition, the completion of a preferential equity raise has reinforced our balance sheet. Looking ahead, we remain focused on scaling across verticals, with an emphasis on digital offerings, global certifications, and regional expansion— positioning us well for sustained growth and long-term value creation”.

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Q4FY25 Income Statement

(In INR Crores)

• Revenue on a Strong Climb: driven by surge in new admissions, higher bookings, advance income for the new academic year and remeasured fair value adjustment.

• Strategic Spend for Scale: Operating expenses rose Operating costs increased in Q4 due to nationwide Times of India ad spend, seasonal examcentre marketing, and prep for the upcoming admission cycle.

• Loss Narrows, Recovery in Sight Sharp improvement driven by the absence of significant noncash adjustments seen in Q3indicating early signs of recovery.

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Note: All calculations for Q-o-Q and Y-o-Y are performed basis Q3FY25 (pre-adjusted)numbers which includes one- time expenses. Other income for Q4FY25 includes remeasured fair value adjustment of Rs. 29.5 Cr.**

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Veranda 1.0: Identified and acquired Profitable brands...

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518
1 , 5 8 , 4 0 7 2 , 5 8 , 4 0 3
9 1 , 6 6 7 370
5 8 , 6 2 8 200
76
FY22 FY23 FY24 FY25
E x p a n s i o n
I P O L i s t i n g &
N e w L a u n c h e s
o J u l 2 0 2 1 : Started CA N e w A c q u i s i t i o n s o J a n 2 0 2 3 : Chennai Race
courses
o A p r 2 0 2 2 : Company o M a y 2 0 2 3 :
o A u g 2 0 2 1 : Started offering was listed on BSE & NSE o J u l 2 0 2 3 : Partnership with
courses for UPSC preparation at INR 137 management
o S e p 2 0 2 1 : Acquired o O c t 2 0 2 2 : Acquired o J a n 2 0 2 4 : Acquires Tapasya
Edureka, enabling Veranda to J. K. Shah Classes o F e b 2 0 2 5 : Acquired BB Virtuals & Navkar.
establish global footprints Signed MoU with IIT Madras
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I N D I C A T O R S
Total Revenue in INR crores
Total Enrolment
2 8 , 6 7 4
3
FY21
K e y A c q u i s i t i o n s
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o J a n 2 0 2 3 : Business Transfer Agreement with Chennai Race

o D e c 2 0 2 0 : Acquired Content, brand, education materials through Veranda Race; & thereafter commenced operations

o M a y 2 0 2 3 : Acquisition of 6 new companies o J u l 2 0 2 3 : Partnership with Logic School of management

• D e c 2 0 2 0 : Launched own mobile app comprising all integrated courses

o F e b 2 0 2 5 : Acquired BB Virtuals & Navkar. Signed MoU with IIT Madras

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Veranda 2.0

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B r a n d s B r a n d s B r a n d s B r a n d s K - 1 2 P o s t S c h o o l i n g E d u c a t i o n P r o f e s s i o n a l d e v e l o p m e n t Academic Commerce Test Prep Government Test Prep Vocational

Catering K-12 : Veranda’s K-12 segment, includes five CBSE and two international Cambridge schools . The company is targeting significant growth in Northern India and enhancing its product offerings in government exam preparation

Catering for Higher Ed

Dedicated coaching for CA, ACCA, CMA, CFA and other foreign commerce courses. Acquisitions like BB Virtuals and Navkar Institute will fuel expansion in both online and offline markets. The company is expanding its commerce colleges in southern states with a target of tying up with 100 new colleges.

Specialized coaching for various competitive & civil services exams ( PSC, SSC, RRB, TNPSC, KPSC, Banking). The company is targeting significant growth in Northern India and enhancing its product offerings in government exam preparation.

Skill Training & Internships , Upskilling Courses, Recruitment Training in the BFSI sector . Growth for this segment is expected to be driven by leveraging cross-selling opportunities within the group

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Key Strategic Highlights – Q4FY25

MoU with IIT Madras

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Partnered to deliver high-quality, accessible, and affordable education to aspirants for skill building.

• Partnering with SWAYAM Plus, Veranda will launch competitive exam prep courses, expanding into other domains over time.

• Focused on Tier-2/3 outreach, this initiative strengthens our presence in digital skilling and scalable education delivery.

Leading CA Coaching Center in Gujarat

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Virtual Platform for CA Aspirants

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Veranda Learning Solutions acquired 40.41% of BB Virtuals and 65.0% of Navkar.

• BB Virtual is an online platform for CA aspirants, while Navkar is a leading CA coaching provider in Gujarat.

• These acquisitions strengthen Veranda’s position in the commerce coaching sector.

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Momentum now, Milestones Ahead..

A C A D E M I C S C O M M E R C E T P G O V E R N M E N T T P • Expanding into global certifications like CMA US, ACCA, CIMA UK, and CPA US to tap rising demand for international finance careers. • Scaling CS, CMA (India), and Junior PU coaching to serve a broader base of aspiring professionals. • Strengthening regional presence beyond Maharashtra into Gujarat, Delhi, and Rajasthan to drive centre-level growth. • Flagship offline courses now available online, widening access to high-quality commerce coaching across India. • College vertical expanding, with new campuses including a recently launched institute in Bangalore. • Regional Expansion: Strengthened presence in Karnataka and Kerala with new centers and campus outreach. • TNPSC Trigger: TNPSC notification (Apr’25) expected to drive surge in enrolments across Tamil Nadu. • Content Upgrade: Enhanced classroom content in Kerala aligned with latest exam patterns. • Digital Push: Launched Race Mobile App with expert content, mock tests & performance tracking. • Strong Positioning: Among top Govt. exam prep brands in South India, poised for next growth wave. • Veranda K-12 is expanding student intake at its Chennai and Coimbatore campuses to meet growing demand. • The move reinforces the institution’s commitment to accessible, high-quality education across Tamil Nadu. • This expansion allows more students to benefit from our holistic learning approach.

A C A D E M I C S C O M M E R C E T P G O V E R N M E N T T P • Expanding into global certifications like CMA US, ACCA, CIMA UK, and CPA US to tap rising demand for international finance careers. • Scaling CS, CMA (India), and Junior PU coaching to serve a broader base of aspiring professionals. • Strengthening regional presence beyond Maharashtra into Gujarat, Delhi, and Rajasthan to drive centre-level growth. • Flagship offline courses now available online, widening access to high-quality commerce coaching across India. • College vertical expanding, with new campuses including a recently launched institute in Bangalore. • Regional Expansion: Strengthened presence in Karnataka and Kerala with new centers and campus outreach. • TNPSC Trigger: TNPSC notification (Apr’25) expected to drive surge in enrolments across Tamil Nadu. • Content Upgrade: Enhanced classroom content in Kerala aligned with latest exam patterns. • Digital Push: Launched Race Mobile App with expert content, mock tests & performance tracking. • Strong Positioning: Among top Govt. exam prep brands in South India, poised for next growth wave. • Veranda K-12 is expanding student intake at its Chennai and Coimbatore campuses to meet growing demand. • The move reinforces the institution’s commitment to accessible, high-quality education across Tamil Nadu. • This expansion allows more students to benefit from our holistic learning approach.

A C A D E M I C S • Veranda K-12 is expanding student intake at its Chennai and Coimbatore campuses to meet growing demand. • The move reinforces the institution’s commitment to accessible, high-quality education across Tamil Nadu. • This expansion allows more students to benefit from our holistic learning approach.

G O V E R N M E N T T P • Regional Expansion: Strengthened presence in Karnataka and Kerala with new centers and campus outreach. • TNPSC Trigger: TNPSC notification (Apr’25) expected to drive surge in enrolments across Tamil Nadu. • Content Upgrade: Enhanced classroom content in Kerala aligned with latest exam patterns. • Digital Push: Launched Race Mobile App with expert content, mock tests & performance tracking. • Strong Positioning: Among top Govt. exam prep brands in South India, poised for next growth wave.

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V O C AT I O N A L T R A I N I N G

• Next-Gen Programs: Focus on future-ready postgraduate courses like DBA, MBA, MSc & AI.

• • Global Reach: Expanding across Indian and international markets with industry-relevant offerings.

• • Hybrid Delivery: Flexible online & hybrid formats tailored for working professionals and graduates.

• Career Upskilling: Targeting highgrowth sectors with programs designed for career acceleration.

• Portfolio Expansion: Sharpened focus on globally aligned, techdriven credentials.

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Let’s Connect!

Veranda Learning Solutions Limited

Company Contact

Investor Relations Contact

Mr. Mohasin Khan, CFO mohasinkhan.S@verandalearning.com

Ms. Soumya Chhajed Research Analyst soumya@goindiaadvisors.com

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