==> picture [170 x 39] intentionally omitted <==

Veranda Learning Solutions Limited

October 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: Earnings Presentation on the Unaudited Financial Results of the Company for the quarter/ half year ended September 30, 2025

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we have enclosed herewith the Earnings Presentation on the Unaudited Financial Results of the Company for the quarter/ half year ended September 30, 2025, that will be circulated to the Investors/ Analysts for the Earnings Call scheduled for Tuesday, 28[th] day of October 2025 at 02.00 P.M.

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

Thanking you, For Veranda Learning Solutions Limited

S Digitally signed by S BALASUNDHARAM BALASUNDHARAM Date: 2025.10.28 13:56:52 +05'30' S Balasundharam Company Secretary & Compliance Officer M. No: ACS-11114

==> picture [310 x 138] intentionally omitted <==

[email protected] www.verandalearning.com

==> picture [10 x 7] intentionally omitted <==

==> picture [10 x 9] intentionally omitted <==

==> picture [9 x 10] intentionally omitted <==

+91 44 4690 1007

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

CIN: L74999TN2018PLC125880

==> picture [73 x 46] intentionally omitted <==

Investor Presentation Q2FY26

==> picture [217 x 51] intentionally omitted <==

Veranda Learning Solutions

Affordability | High-quality Content | Outcome-oriented Approach

==> picture [185 x 158] intentionally omitted <==

==> picture [183 x 203] intentionally omitted <==

==> picture [186 x 156] intentionally omitted <==

==> picture [200 x 186] intentionally omitted <==

==> picture [201 x 158] intentionally omitted <==

==> picture [201 x 178] intentionally omitted <==

----- Start of picture text -----

1
----- End of picture text -----

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.

==> picture [54 x 54] intentionally omitted <==

One of the Leading Education Players in India

	Company at a glance	Business Segments	Financial Metrics
`o`	Diversified and integrated learning	Academics	Financial Metrics Q2FY26
	solutions in online, offline &		Revenue growth: -20% YoY to INR
	hybrid blended formats to		127 Cr.
	students, aspirants, graduates, professionals & corporate	Commerce Test Prep	Reported EBITDA : INR 48 Cr. up 63% YoY
	employees
`o`	Technology driven, asset light &	Government Test Prep	PAT: INR 23 Cr. up 185% YoY
	scalable business model		~45K Additional Learners in
`o`	Successfully acquired legacy	Vocational	Q2FY26
	brands which are market leaders		200+ Centersspread across India.
	in their respective segments
			100+ students secured top rank
			in competitive exams each year

==> picture [54 x 54] intentionally omitted <==

Management Statement on Q2FY26 Performance

“We have completed the first half of the year with strong momentum, driven by consistent growth in student enrolments, expansion of course offerings, and the successful launch of new programs across both online and offline platforms. Our Q2 and H1 FY26 performance has been exceptional, with top-line and bottom-line growth of 20% and 182% YoY in Q2, and 20% and 148% YoY in H1, underscoring the success of our continued focus on operational excellence and strategic expansion.

Mr. Kalpathi S Suresh

Chairman & Executive Director

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

o Experienced in software development, education, business purchase and integration

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

All our business segments delivered strong results, and with the completion of the approval of commerce demerger and vocational divestment, we are now better positioned to strengthen and scale our core verticals- Academics and Government Test Preparation.

Looking ahead to Q3, our priorities include enhancing faculty capabilities, accelerating digital-led admissions, deepening partnerships with universities and corporates, introducing high-value courses, and optimizing marketing efforts. Through these initiatives, we aim to sustain robust growth, improve operational efficiency, and continue creating long-term value across all our verticals.”

==> picture [54 x 54] intentionally omitted <==

New course launch, High ticket programs & rising student confidence..

ORGANIC GROWTH MEASURES

• Academic: Kicked off with 5,491 students, revamped digital platforms, and enhanced teaching efficiency.

• Comm TP: Saw strong traction in global courses, expanded institutional tie-ups, and launched new streams.

• Govt. TP: Launched TET batch with 900+ teachers, expanded IAS and TNPSC programs, and achieved high student success rates.

• Vocational: Pivoted to AI-led programs and expanded B2B training footprint globally.

==> picture [572 x 379] intentionally omitted <==

----- Start of picture text -----

1,07,209
173
137
61,923
Enrollments Collections (INR Cr.)
Q2FY25 Q2FY26 Q2FY25 Q2FY26
----- End of picture text -----

==> picture [54 x 54] intentionally omitted <==

Sustained momentum in Q2 & H1FY26; PAT up 185%

							*(In INR*	*Crores)*
Particulars (Rs. cr)	Q2 FY26	One Time Adj.	Adj. Q2 FY26	Q1 FY26	Q-Q Q2 FY25	Y-Y H1 FY26 Adj.	H1 FY25	YoY
Revenue from Operations	126.7		126.7	105.7	20% 105.9	20% 232.4	193.4	20%
Gross Profit	77.7		77.7	67.8	15% 65.4	19% 145.5	120.8	20%
Gross Profit Margin (%)	*61%*		*61%*	*64%*	*62%*	*63%*	*62%*
Other Income	*2.1*		*2.1*	*17.3*	-88% *1.8*	13% *19.4*	*5.1*	281%
Operating Expenses
Advt & Business Promotion	4.2		4.2	5.4	-23% 6.0	-30% 9.6	32.7	-71%
Corporate Costs	3.7		3.7	4.3	-12% 5.9	-36% 8.0	12.0	-33%
Other Expenses	22.8		22.8	26.2	-13% 23.8	-4% 49.0	25.9	89%
Non-Operating Expenses
ESOPs/RSU	0.8		0.8	0.4	83% 1.9	-59% 1.2	2.8	-58%
EBITDA	48.3		48.3	48.8	-1% 29.6	63% 97.1	52.5	85%
Exceptional Item ( Refer note 1)	(90.2)	(90.2)	-	-
Rent as per IND AS	11.0	1.0	10.0	10.9	-8% 12.1	-18% 20.9	22.8	-9%
Finance Cost (Refer note 2)	15.2	6.4	8.8	26.2	-66% 28.7	-69% 35.0	54.0	-35%
Depreciation ( Refer note 3)	7.3	1.8	5.5	7.4	-25% 12.5	-56% 12.9	23.2	-45%
Tax Expenses ( Refer note 4)	7.1	6.4	0.7	1.6	-57% 3.6	-81% 2.3	5.0	-54%
PAT	97.9		23.3	2.8	730% -27.3	185% 26.1	-52.5	150%

Revenue from Operations for Q2FY26 stood at INR 126.7 Cr, marking a robust growth of 20% year-on-year. Gross Profit stood at INR 77.7 Cr, translating into a gross margin of 61%.

The expenses has been remarkably brought down in one year by 4% to nearly INR 22.8 Cr primarily through optimized marketing spend. This helped in achieving a 63% uptick in EBITDA to INR 48.3 Cr. with EBITDA margins expanding by 1017 bps, reaching 38%, reflecting strong operating leverage and disciplined cost control.

The company spun off its vocational segment, generating a one-time gain of INR 133 crore, while associated amortization and processing costs were accounted for as part of one-off expense. Combined with its ongoing focus on an asset-light model and balance sheet deleveraging, this contributed to a strong PAT of INR 23.3 crore for the quarter, up 185% YoY, underscoring a sustainable and profitable growth trajectory.

Note: There were two extraordinary events happened during the quarter, one being redemption of INR 315 Cr of Non Convertible debentures and Disinvestment of vocational segment, due to above events current quarter results have one-time items shown below, which are non-recurring from next quarter

N1: Includes one-time items: ₹43.1 Cr processing cost and other costs on NCD pre redemption and non-cash gain of ₹133.3 Cr from vocational segment sale. N2: Finance cost includes one-time expenses of ₹6.4 Cr (₹2.7 Cr NCD closure and ₹3.7 Cr interest unwinding), non-recurring from next quarter. N3: Includes one-time amortization of ₹1.8 Cr (vocational segment) and additional non-cash lease expense of ₹1 Cr.

N4: On account of vocational segment disinvestment, one-time tax impact of 6.4cr is accounted

==> picture [54 x 54] intentionally omitted <==

EBITDA positive. Across the board.

While Commerce segment continues to exceptionally perform well, Govt TP has reflected a strong EBITDA comeback with an uptick of ~50% YoY.
Academics segment also upped the game with a surge of 17% in EBITDA reflecting cost optimization across the segment.

==> picture [653 x 365] intentionally omitted <==

----- Start of picture text -----

Segment wise performance – Revenue Segment wise performance- EBITDA
86 38.9
25.2
51.3
33 33.3
6
5.4
4.6
7.9 7.3 4
Academic Comm TP Govt. TP Academic Comm TP Govt. TP
Q2FY25 Q2FY26 Q2FY25 Q2FY26
----- End of picture text -----

==> picture [64 x 10] intentionally omitted <==

----- Start of picture text -----

(In INR Crores)
----- End of picture text -----

==> picture [54 x 54] intentionally omitted <==

Built strong. Scaling smarter with Veranda 2.0

==> picture [94 x 21] intentionally omitted <==

----- Start of picture text -----

2 , 5 8 , 4 0 3
----- End of picture text -----

1 , 5 8 , 4 0 7 Total Revenue in INR crores 2 , 2 9 , 4 8 3 9 1 , 6 6 7 Total Enrolment 530 370 5 8 , 6 2 8 296 2 8 , 6 7 4 200 3 76 FY21 FY22 FY23 FY24 FY25 H1FY26

I N D I C A T O R S

Ve ra n d a 1 . 0

N e w L a u n c h e s , I P O L i s t i n g a n d M & A

Ve ra n d a 2 . 0

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

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

o J u l 2 0 2 1 : Started CA courses

o A u g 2 0 2 1 : Started offering courses for UPSC preparation

S e p 2 0 2 1 : Acquired Edureka, enabling Veranda to establish global footprints

o A p r 2 0 2 2 : Company was listed on BSE & NSE at INR 137

o O c t 2 0 2 2 : Acquired J. K. o Shah Classes o J a n 2 0 2 3 : Business Transfer o Agreement with Chennai Race o o M a y 2 0 2 3 : Acquisition of 6 o new companies o J u l 2 0 2 3 : Partnership o with Logic School of mgmt.

J a n 2 0 2 4 : Acquires Tapasya

D e c 2 0 2 4 : Announces to Acquire BB Publications & Navkar

F e b 2 0 2 5 : Signed MoU with IIT Madras J u n 2 0 2 5 : Launches CIAP with IAB

J u l 2 0 2 5 : Maiden QIP & Demerging Commerce vertical

S e p 2 0 2 5 : Divesting Vocational segment , in partnership with SNVA Edutech. Ltd.

==> picture [54 x 54] intentionally omitted <==

Brand portfolio - for end-to-end delivery platform

==> picture [912 x 279] intentionally omitted <==

----- Start of picture text -----

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
----- End of picture text -----

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

==> picture [54 x 54] intentionally omitted <==

Milestones Met. Commitments Kept.

==> picture [45 x 51] intentionally omitted <==

==> picture [44 x 51] intentionally omitted <==

B a l a n c e s h e e t D e l e v e ra g i n g Maiden QIP launch of Rs. 357 Cr. Demerging and Debt free listing of Commerce Vertical as JK shah commerce education limited. • INR 310 Cr used to clear Veranda XL’s legacy debt • 1:1 share allotment in newly listed Commerce entity for Veranda shareholders • Targeting 5–7x Revenue EBITDA growth via full FY25 FY26E course rollout across Growth guidance centers, regions & for FY26 languages in 3-4 years.

A g g r e g a t i n g M a x i m i z i n g

a s s e t s t o c r o s s s e l l i n g e s t a b l i s h e n d o p p o r t u n i t i e s t o e n d d e l i v e r y p l a t f o r m • Scaling into Tier 2/3 towns and untapped high-potential regions • Driving operational efficiency through an asset-light model • Widening university collaborations to enrich course portfolio

Ve ra n d a – S N VA a l l i a n c e

Veranda divested its Vocational arm to SNVA EduTech in a 50:50 share-swap JV, with no cash outflow.
The partnership spans 60+ countries, reaching 1.5Mn+ learners across management, AI, and tech domains.
Targeting INR 250+ Cr revenue, INR 60 Cr EBITDA by FY26, with strong CAGR-led growth and listing prospects ahead.

==> picture [54 x 54] intentionally omitted <==

Five Trusted Brands, One Education Powerhouse

B r a n d s

==> picture [119 x 68] intentionally omitted <==

==> picture [87 x 57] intentionally omitted <==

==> picture [117 x 63] intentionally omitted <==


	C o m m e r c e s e g m e n t F i n a n c i a l M e t r i c s Particulars(INR Cr.) Commerce segment (FY26E) Others (FY26E) Total Revenue 343 323 666 EBITDA 163 69 232 PBT 107 -17 90 PAT 103 -29 74

A B O U T “ J K S H A H C O M M E R C E E D U C AT I O N L I M I T E D ”

Founders (36–66 years) continue to lead with proven execution
Maximizing existing network: Rolling out full course suite over 105 centers to drive monetization
Scaling BB Virtual: Digital arm to deliver JK SHAH courses in multiple formats and languages.
Expanding geographic footprint: Targeting underpenetrated markets - UP, Bihar, Telangana & Andhra Pradesh

G u i d a n c e f o r F Y 3 0

Rs. 1000+ Cr

8L+

50%+

Revenue expected by FY30 from Rs. 281 Cr in FY25

Enrolments From 4L in FY25

EBITDA Margin from 36% with scale and efficiency

Veranda & SNVA- Leap towards global education integration

==> picture [54 x 54] intentionally omitted <==

Part of Veranda 2.0 strategy — focus, accelerate, and unlock shareholder value.

==> picture [576 x 246] intentionally omitted <==

----- Start of picture text -----

60+ Countries 1.5 million+
Global Presence Trained Learners
United
Kingdom
USA
Italy
France
Switzerland
India
Malta
Singapore
----- End of picture text -----

==> picture [277 x 283] intentionally omitted <==

----- Start of picture text -----

The divestment of Vocational Segment
(Edureka, Veranda Higher Ed & Six
Phrase) to SNVA EduTech Ltd. receiving
50% joint ownership in the new entity
(share swap; no cash consideration)
BRINGS TOGETHER
Veranda’s SNVA’s
domestic international
strength network
----- End of picture text -----

==> picture [135 x 31] intentionally omitted <==

----- Start of picture text -----

Combined Presence
----- End of picture text -----

Breadth of offerings Management Data Science Technology Cyber security AI Liberal Arts

Combined presence across India, USA, UK, France, Italy, Malta, Switzerland, and Singapore

==> picture [54 x 54] intentionally omitted <==

Value Unlocked through the Joint Partnership

==> picture [898 x 46] intentionally omitted <==

----- Start of picture text -----

Revenue EBITDA Learner Base Global Presence Ownership
----- End of picture text -----

Revenue	Revenue	EBITDA	EBITDA	Learner Base	Learner Base	Global Presence	Global Presence	Ownership
FY26 Target ₹250+ Cr		FY26 Target ₹60+ Cr		FY26 Target 2 lakh+ / year		FY26 Target 60+ countries		FY26 Target 50% joint stake
Growth Outlook 25% CAGR (FY26–FY30)		Growth Outlook 35% CAGR (FY26–FY30)		Growth Outlook 3x over 4 years		Growth Outlook Expanding in Asia & Europe		Growth Outlook Listing planned “in near future”

Veran d a x SNVA Ed u tec h Ltd .

==> picture [54 x 54] intentionally omitted <==

==> picture [46 x 51] intentionally omitted <==

Demerging and debt free listing of commerce vertical

What’s Next in store for Veranda?

Reimagining Core verticals: Academics and Govt. test Prep

==> picture [46 x 51] intentionally omitted <==

Refocusing on Core: Driving scalable growth in Academics & Govt. Test Prep

Divestment of Vocational segment to form a ownership JV with SNVA Edutech Ltd.

Scaling with 5,400+ students, new leadership momentum, and Q3 focus on JEE/NEET expansion, teacher training and digital driven admissions growth.
Boosting FOCO model – Franchise owned and company operated model to ensure controlled quality and regional scalability
Drive revenue through institutional partnerships and large scale enrolments from schools and colleges across south regions.
Targeting 1,000+ residential students, 20,000 exam aspirants, and 6,000 Railway intakes; expand Junior IAS and Group 01 offline programs, launch VIAS franchises, IELTS courses, subscription magazines, and HTD partnerships, targeting 250+ online enrolments and 120 placements.

==> picture [54 x 54] intentionally omitted <==

Academics: Profitable business with Revenue expected to increase at CAGR 59% by FY28

Capabilities: Catering high growth population market : K-12

==> picture [59 x 59] intentionally omitted <==

Veranda K-12

Acquired in Aug-23

Schools operated: 5 CBSE Schools spread across Southern Region + 2 international Cambridge Schools (South)
Students catered: 5400+
Powered by focused digital marketing
AI trainings for staff
• Launching JEE/NEET across all locations in Bangalore
• Increasing number of centres based on franchise owned company operated model by 10 by FY27

==> picture [16 x 10] intentionally omitted <==

----- Start of picture text -----

25
----- End of picture text -----

Upgrading business to becoming asset light model

==> picture [60 x 60] intentionally omitted <==

Aims to takeover operational management
End to end Managed school services including and not limited to providing uniforms, faculty, books , transport facility , sports etc.

==> picture [16 x 10] intentionally omitted <==

----- Start of picture text -----

21
----- End of picture text -----

Financial implications and targets:

Overseeing operations will help the company upstream profits through service fee
Builds presence through the value chain

Revenue (INR Cr.)

Better cost optimization
EBITDA CAGR is expected to be ~ 20% over the 3 years from FY25 to FY28.

FY25 FY26E

==> picture [54 x 54] intentionally omitted <==

Government Test Prep: Major focus on geographic expansion

==> picture [405 x 290] intentionally omitted <==

----- Start of picture text -----

( I n I N R C r o r e s )
136
101
FY25 FY26E
----- End of picture text -----

Revenue CAGR (FY25-28E) is expected to be 30%, driven by geographic expansion cost optimization in the segment

==> picture [46 x 305] intentionally omitted <==

==> picture [36 x 39] intentionally omitted <==

Brands:

Veranda RACE (Acquired in Dec-20) VIAS (Commenced in Feb-21) Phire (Acquired in Aug-23) Talent (Acquired in Aug-23)

Capabilities: starting from UPSC to SPSCs , Public sector banks, Stock selection exams etc.
Market penetration: Largest in the southern regions
In case of Race business which comes under Government test prep segment, most of the centers are operated under FIFO model

Strategic Priorities for Government Test Prep

==> picture [44 x 48] intentionally omitted <==

Drive revenue growth through institutional partnerships, targeted admission campaigns and optimized batch scheduling
Implementing FOCO model powered by VIAS to ensure controlled quality
Targeting xx+ enrolments on online and offline 16

==> picture [338 x 473] intentionally omitted <==

Let’s Connect!