VERANDANSE29 May 2023

Veranda Learning Solutions Limited has informed the Exchange regarding a press release dated May 29, 2023, titled "Press Release on Financial Results for the quarter and year ended 31stMarch 2023 purs...

Veranda Learning Solutions Limited

29th May, 2023 BSE Limited Dept of Corporate Phiroze Services, Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001

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

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

Scrip Code: 543514

Symbol: VERANDA

Sub:

Press Release on Financial Results for the quarter and year ended 31 s t March 2023 pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure In v e s t or Regulations, p r e s e n t a t i on .

Requirement)

2015

a n d

Dear Sir/Madam,

Please find enclosed the press release titled ‘Veranda Learning Solutions announces for the quarter and year ended 31st 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. Anantharamakrishnan Company Secretary & Compliance Officer

contact@verandalearning.com

www.verandalearning.com

+91 44 4296 7777

34,Thirumalai Road, T.Nagar,

Chennai, Tamil Nadu-600017

CIN: L74999TN2018PLC125880

Press Release

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 29th, 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) Revenue from Operations Other Income Total Revenue

Gross Profit Gross Profit Margin (%)

Operating Expenses Advt. & Business Promotion Corporate Costs Non-Operating Expenses ESOPs/RSU Growth Investment One-time Transaction Costs

EBITDA

Finance Cost Depreciation Tax Expenses

PAT

Q4FY23 484.06 3.94 488.00

238.51 49.27%

Q4FY22 291.20 2.92 294.12

209.98 72.11%

Y-o-Y 66.23%

65.92%

13.59%

Q3FY23 478.78 358.41 837.19

228.74 47.77%

Q-o-Q 1.10%

(41.71)%

4.31%

FY23 1,613.57 385.64 1,999.21

498.36 30.89%

FY22 750.49 5.53 756.02

293.03 39.05%

Y-o-Y 115.00%

164.44%

70.07%

115.37 45.27

63.42 61.90

81.91% (26.87)%

115.46 55.42

(0.07)% (18.31)%

422.42 203.56

222.48 177.04

89.87% 14.98%

16.79 80.66 56.26

15.70 - -

6.96%

(201.97)

(127.47)

-

51.54 176.73 (43.43)

34.12 58.48 (10.68)

51.04% 202.22% -

(386.79)

(209.39)

-

(94.82) 98.11 175.01

146.29

20.49 151.82 (32.62)

6.59

(17.79)%

(23.66) 242.43 231.26

71.20 - -

-

(336.72)

(390.52)

-

151.47% 16.40% -

102.99 454.62 (102.19)

83.32 138.25 (27.13)

23.61% 228.84% -

-

(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:

Ms. Saradha Govindarajan, CFO

Veranda Learning Solutions Limited

saradha.g@verandalearning.com

Investor Relations: 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 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

Veranda Learning Solutions

Affordability | High-quality Content | Outcome-oriented Approach

Investor Presentation as part of Q4 Financial Results | May 2023

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.

2

Agenda

01 Result Highlights

02 Company Overview

03 Growth Strategy

04 Industry Overview

05 Financials

Q4 & FY23 Performance

Key Financial & Business Highlights

Revenue from Operations

Q4FY23

Gross Profit

Q4FY23

Consolidated

YoY Growth %

Consolidated

YoY Growth %

₹484 Mn

66%

₹239 Mn

14%

Key Business Highlights

Proposed Acquisitions: Educare Infrastructure, Six Phrase, Smart Bridge, Neyyar Academy, Neyyar Education , Phire Learning, and Bassure

Launched an Academy for Civil Service Aspirants (ACSA)

FY23

FY23

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

Consolidated

YoY Growth %

Consolidated

YoY Growth %

₹1,614 Mn

115%

₹498 Mn

70%

Joined forces with XLRI Diploma in Advanced Business Strategies for CXOs

To Launch Executive

5

From the Chairman’s Desk

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 platform for

our aspiring students. With these initiatives, we expect the proforma EBITDA to reach over INR 100 Cr in FY23-24.”

6

Consolidated P&L Highlights

Particulars (Rs. Mn)

Q4FY23

Q4FY22

Y-o-Y

Q3FY23

Revenue from Operations

484.06

291.20

66.23%

478.78

Q-o-Q

1.10%

FY23

FY22

Y-o-Y

1,613.57

750.49

115.00%

Other Income

Total Revenue

Gross Profit#

Gross Profit Margin (%)

Operating Expenses

Advt & Business Promotion

Corporate Costs

Non-Operating Expenses

ESOPs/RSU

Growth Investment

One Time Transaction Costs

EBITDA

Finance Cost

Depreciation

Tax Expenses

PAT

3.94

488.00

238.51

2.92

294.12

209.98

49.27%

72.11%

65.92%

13.59%

358.41*

837.19

228.74

47.77%

385.64

(41.71)%

1,999.21

4.31%

115.37

45.27

63.42

61.90

81.91%

115.46

(0.07)%

(26.87)%

55.42

(18.31)%

5.53

756.02

293.03

39.05%

164.44%

70.07%

222.48

177.04

89.87%

14.98%

71.20

-

-

498.36

30.89%

422.42

203.56

(23.66)

242.43

231.26

15.70

6.96%

(94.82)

16.79

80.66

56.26

-

-

(17.79)%

98.11

175.01

146.29

20.49

(201.97)

(127.47)

-

-

(336.72)

(390.52)

-

51.54

176.73

34.12

58.48

(43.43)

(10.68)

(386.79)

(209.39)

51.04%

151.47%

202.22%

151.82

16.40%

-

-

(32.62)

6.59

-

-

102.99

454.62

(102.19)

(792.14)

83.32

23.61%

138.25

228.84%

(27.13)

(584.95)

-

-

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

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

7

Veranda Company Overview

Veranda Learning – A Quick Glance

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

S H T G N E R T S Y E K

Strong Leadership:

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

of entrepreneurial success

Diversified Offerings:

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

Presence across Platforms:

Courses offered through online, offline hybrid, offline blended, campus in campus and online live

instructor led learning models in various languages

Established Strong Brand:

SSC and created niche online education platforms across all segments. Edureka is a recognised online

Established a strong presence in competitive exam-oriented courses like Banking, SPSC, Insurance, RRB &

education platform for IT professionals that offers upskilling & reskilling courses

9

Our Journey so far

INCORPRATION

LAUNCHES & ACQUISITIONS

Incorporated in November 2018

• July’21:

Launched CA course offered by

Veranda CA

• Aug’21: Launched UPSC course offered by

Veranda IAS

• Sep’21: Acquired Edureka, enabling Veranda

to establish global footprints

J. K. SHAH CLASSES AND LAUNCH OF ELCs

• May’22: Launched Edureka Learning Centre

(ELCs)

• Oct’22: Acquired J. K. Shah Classes

2018

2020

2021

2022

2022

2023

• Apr’22: Listing on BSE & NSE

• Jan’23: Business Transfer Agreement with

• Dec’20: Acquired Content, brand,

education materials through Veranda

Race; commenced operations

• Dec’20:

Launched own mobile app

comprising all integrated courses

KEY ACQUISITION

LISTING ON EXCHANGES

Chennai Race

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

ACQUISITIONS IN VERANDA ADMINISTRATIVE SOLUTIONS

10

Strong presence in test preparations & professional skilling segments

Career-defining competitive exams

Hybrid Courses

TNPSC Group 2

• SSC

TNPSC Group 4

• Railways

TN TET

• Kerala PSC

• Banking

• CA Foundation

Professional courses

Exam-oriented courses

Upskilling and Reskilling courses

Online Courses

TNPSC Exam Coaching: • Group 2 & 2A • Group 4

Test Series: TNPSC • • Banking Test Batch • CA -all levels

Banking & SSC Exams: Tamil • • English • Malayalam Telugu • • Kannada

CA Exam Coaching: • CA Foundation • CA Intermediate • CA Final • CA Revision

UPSC Exam •

Integrated Learning Programme

• Prelims Learning

Programme

Kerala PSC Exam Coaching

TNUSRB SI

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

11

Edureka – A leading player in emerging technology training

Edureka Learning Centres

• A comprehensive learning platform aimed to

bridge the workplace-ready IT skills gap

Pioneering Instructor Led Live Online training

Industry leader in online professional & higher education segment

Upskilling & Reskilling courses

Online Courses

Visit us Link

Global customer presence majorly from US & UK

• Veranda acquired Edureka to build a full-stack

Education business virtually

• Launched Edureka learning with the first set of

Delivery Centres across 105 locations

Courses Offered

• Cloud Computing

• Architecture & Design

• DevOps

• BI Visualization

• Data Science

• Programming & Frameworks

Patterns

• Artificial Intelligence

• Databases

• Data Warehousing and ETL

• Operating Systems

• Frontend Development

• Digital Marketing

• Mobile Development

• Software Testing

• Project Management

• Robotic Process Automation

• Blockchain

& Methodologies

• Data Science

12

Established a result oriented unique 360o Approach

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

Textbooks for all courses

for in-depth structural &

methodical learning

Chapter and paper level

mock tests for practice

Multi-level practice

programmes

13

Veranda Learning – Coaching centres across India

250+ Centres

(across all courses)

Wide Presence

Strong Hold Across India

Diversified Footprint across India

Building presence across India

Established strong offline presence in Southern and Western India

14

Proficient Team to drive the business

▪ 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

Kalpathi S Suresh

Chairman & Executive Director

▪ 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

Kalpathi S Aghoram

Non-Executive Director

Kalpathi S Ganesh

Non-Executive Director

Kalpathi Aghoram Archana

Non-Executive Director

▪ Bachelor’s degree in Commerce

▪ A decade of experience in finance,

▪ Bachelor’s degree in Applied Sciences,

Master ‘s degree in Software Systems

education, IT, entertainment

▪ A decade of experience in finance,

▪ Previously associated with TNCA and BCCI

education, IT, entertainment

▪ Master’s degree in Computer Science

15

▪ Director of AGS Cinemas; producer of AGS Entertainment

Executive

15

Veranda Learning – Key Team Members (1/2)

Praveen Kumar President, Corporate Strategy

Saradha Govindarajan Chief Financial Officer

Pravin Menon Chief Marketing Officer

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

▪ Previously worked with SSI and Deloitte

Haskins and Sells

▪ Member of ICAI and ICWAI

▪ 11+ years of experience in the areas of

Finance, Strategy and Operations

▪ 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

▪ 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

Rajesh Pankaj Chief Program Officer

Venkatesh K Chief Instruction Delivery

Sivakumar Ganesan VP, Sales & Field Force Marketing

▪ 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

▪ 25+ years of experience in Strategy and execution

▪ Previously worked with SSI, e4e, TCS, Primex and

Wellcorp at senior management roles

▪ 4+ decades of leadership and entrepreneurial sales & marketing and

experience across education domains

▪ Previously worked with SSI, Aptech and Dunlop

▪ Executive MBA from IIM-B and is a Certified

▪ B.A.

in Economics from University of Madras

Corporate Director from IOD

and PGDM in Marketing from AIMA

16

Veranda Learning – Key Team Members (2/2)

Bharat Seeman CEO, Veranda IAS Ex-founder, Veranda Race

Lovleen Bhatia Co-Founder, Edureka

Santhoshkumar P CEO, Veranda Race

▪ 10+ years of experience in business leadership

▪ Master’s degree in Technology from Anna University

▪ 18 years+ of technical

leadership and R&D

experience

▪ B.Tech from IIT BHU

▪ 7+

years

of management at Veranda RACE

experience

in

operations

▪ MBA from Illinois Tech Stuart School of Business and Master’s degree from Great Lakes Institute of Management 17

J K Shah Executive Chairman, JKSC

Pooja Shah Joint COO, JKSC

Vishal Shah Joint COO, JKSC

▪ Founder, pioneer and a seasoned educationist

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

▪ Education enthusiast educational spaces

focused on disrupting hybrid

▪ Before JK Shah, began her journey as an Articled

Assistant at Arvind H Shah & Co

▪ B.Com in Accounting & Finance from University of

17

Mumbai and member of the ICAI

▪ 7+ years of experience in managing business development & operations and lead generation functions

▪ Heads the online coaching vertical at JK Shah Classes

17

▪ B.Com from NMIMS and member of the ICAI

17

Veranda Growth Strategy

Veranda Learning – Growth Strategy

I

S E G E T A R T S C N A G R O N

-

I

I

I

S E G E T A R T S C N A G R O

I

Strategic Acquisitions

Expansion Through PDCs

✓ 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

✓ 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

Addition of new courses and offerings

✓ Engaging with educational

institutions like K-12 schools & colleges to deliver high-

quality 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

19

Strategic Acquisitions & New Launches to Scale business Operations

Veranda RACE

Edureka

Edureka Learning Centres

J.K Shah Classes

Veranda Administrative Solutions Pvt Ltd

Acquired Chennai RACE in December 2020

Acquired Brain4ce Education Solutions (“Eduerka”) in September 2021

Launched Edureka Learning Centres in May 2022

Acquired in October 2022

Acquisition/investment with 7 Companies in May 2023

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

Veranda RACE

Edureka

J. K. Shah Classes

Edureka Learning Centres (ELC)

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

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

training services

courses

related

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

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

Revenue Contribution in FY23

Revenue Contribution in FY23

Acquired Majority Stake in J. K. Shah

50.5%

47.5%

76.0%

20

Association with seven companies under VALS (1/2)

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

2

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

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 cross- sell opportunities for Veranda

3-4

Neyyar Academy & Neyyar Education

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 Kerala and help expand publication business across the nation

21

Association with seven companies under VALS (2/2)

5

6

7

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

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

BAssure

About: BAssure is the company that runs a Hire-Train-Deploy model on behalf of its clients . They 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-class EdTech company

22

Collaboration with J. K. Shah – India’s leading institute for CA test prep

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.

Veranda acquired J. K. Shah Classes (JKSC)

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.

Synergy of Veranda & J. K. Shah Classes

39 years of legacy

~75 Centres in India

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

Deal Status

1,870 CA Rankers Since 2001

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

214 CS Rankers since 2016

the Rajya Sabha; Mr. Nilesh Shah, MD of Kotak Mahindra AMC.

Marquee Alumni

23

Industry Growth Drivers

Geographical Segmentation - Global

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

25

Indian Ed-tech Sector – Market Size

Growth Rate

19.17% CAGR

(2021-2027)

90

80

70

60

50

40

30

20

10

0

Edtech Market in India 2021–2027 ($ billion)

30.00%

25.00%

20.00%

15.00%

10.00%

5.00%

0.00%

Revenue Growth Rate

2021 27.41

2022 30.48 11.20%

2023 35.23 15.56%

2024 41.98 19.18%

2025 51.25 22.07%

2026 63.25 23.41%

2027 78.5 24.12%

Source: Arizton Advisory & Intelligence Report

26

Indian Sector – Boom for Upskilling & Reskilling Courses

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

HR providing employees with Upskilling & Reskilling Training

Model of employees receiving Upskilling & Reskilling Training

Employees prefer to work with company providing Upskilling & Reskilling Training

KEY SURVEY RESPONSES

Upskilling

31%

Reskilling

2%

Both

59%

69%

20%

26%

11%

Never

8%

Source: McKinsey global survey in February 2020

Online Offline

Both

Yes No

74%

27

Financial Performance

Consolidated P&L Highlights

Particulars (Rs. Mn)

Revenue from Operations

Other Income

Total Revenue

Gross Profit#

Gross Profit Margin (%)

Operating Expenses

Advt & Business Promotion

Corporate Costs

Non-Operating Expenses

ESOPs/RSU

Growth Investment

One Time Transaction Costs

EBITDA

Finance Cost

Depreciation

Tax Expenses

PAT

FY22

750.49

5.53

756.02

293.03

39.05%

222.48

177.04

71.20

-

-

(390.52)

83.32

138.25

(27.13)

(584.95)

FY23

1,613.57

385.64 *

1,999.21

498.36

30.89%

422.42

203.56

(23.66)

242.43

231.26

(336.72)

102.99

454.62

(102.19)

(792.14)

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

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

29

Consolidated Balance sheet

Particulars (INR mn)

1. ASSETS

Non-current assets

Property, plant and equipment

Capital Work in Progress

Right of use Assets

Goodwill

Other Tangible Assets

Intangible Assets under development

Financial Assets

Deferred Tax assets

Income tax assets (net)

Other non-current Assets

Total non-current assets

Current assets

Inventories

Financial assets

Trade receivables

Cash and cash equivalents

Bank balances

Other financial assets

Other current assets

Total Current Assets

Total Assets

Mar’23

Mar’22

Particulars (INR mn)

Mar’23

Mar’22

140.84

0.76

718.80

4,458.29

2,023.95

26.68

67.47

49.63

72.37

2.03

14.76

-

-

1,730.76

800.10

-

1.00

11.41

37.63

2.03

7,560.84

2,597.69

13.21

6.37

55.06

848.17

21.24

54.01

364.38

1,356.07

8,916.91

34.50

487.01

276.41

47.56

361.85

1,213.70

3,811.39

1. EQUITY

Equity share capital

Other Equity

Total equity

2. LIABILITIES

Non-current liabilities

Provisions

Borrowings

Lease Liabilities

Other Financial Liabilities

Deferred tax liabilities (net)

Total non-current liabilities

Current liabilities

Financial liabilities

Borrowings

Lease Liabilities

Trade payables

Other Financial Liabilities

Other current liabilities

Provisions

Total current liabilities

Total liabilities

Total Equity and Liabilities

615.72

2,443.69

411.77

358.03

3,059.41

769.80

20.72

2,212.44

624.14

1,451.31

503.76

11.30

1,206.39

-

283.71

189.66

4,812.37

1,691.05

95.71

129.30

284.43

47.60

480.86

7.22

1,045.12

5,857.49

8,916.91

826.24

-

352.01

4.02

164.29

3.98

1,350.54

3,041.59

3,811.39

30

Financial Highlights

Total Revenue

EBITDA

Revenue Break-up (FY23)

1,999.21

FY21

-76.25

FY22

FY23

34%

66%

756.02

25.44

FY21

FY22

FY23

Enrolments

91,667

-336.72

-390.52

Online %

Offline %

ARPU

Brain4ce (Edureka)

Veranda Race

31,323

12,609

12,699

56,819

42,000

19,404

FY21

FY22

FY23

FY22

FY23

FY22

FY23

31

Veranda Learning Solutions

Ms. Saradha Govindarajan, CFO

saradha.g@verandalearning.com

Let’s Connect

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

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