Slide 1: Regulation 30 Disclosure - Investor Presentation Cover Letter
Veranda Learning Solutions Limited September 15,2025 BSE Limited National Stock Exchange of India Limited Dept of Corporate Services, The Listing Department, Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Dalal Street, Fort, Kurla Complex, Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 543514 Symb
Slide 2: Demerger of Commerce Test Prep Segment
Veranda Learning Solutions Ltd (VLS) Demerger of Commerce Test Prep Segment
Slide 3: Safe Harbor
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
Slide 4: Background
Background Veranda Learning Solutions Limited (VLS) proposes to demerge its Commerce Test Prep into a separate listed company called JK Shah Commerce Education Limited – JKSC based on the recommendations of the Restructuring Committee and the Board wherein the existing shareholders of VLS will recei
Slide 5: Proposed merger and demerger
Proposed merger and demerger Merger Demerger Resultant Structure 100% Shareholder Shareholder Shareholder 100% 100% 100% Veranda Learning Solutions Veranda Learning Solutions 100% Veranda Learning Solutions JKSC JKSC Ltd. (VLS) Ltd. (VLS) Ltd. (VLS) 100% Academic, Academic, Govt Test Commerce Govt T
Slide 6: Rationale for Demerger
Rationale for Demerger Commerce Education Business has a distinct profile; well-positioned to chart its own growth path as a separate entity • Tailored strategy aligned with industry-specific dynamics and emerging market trends • Leverages brand strength and domain expertise for independent scale-up
Slide 7: Transaction Perimeter
Transaction Perimeter Properties, assets, investments, employees, liabilities & contracts forming part of Commerce Test Prep are intended to be transferred - Transfer of some properties on approval / consent from lessors / regulators - Common assets such as offices, managerial/staff housing, etc. wo
Slide 8: Share Entitlement Ratio
Share Entitlement Ratio Unlike mergers / demergers involving different sets of shareholders, 100% of the ultimate economic beneficial interest of Commerce Business will remain with Veranda shareholders Share Entitlement Ratio: For every 1 share held in VLS, VLS shareholders to get 1 share of JKSC
Slide 9: Demerger process timelines
Demerger process timelines Jul 25 Aug Sep Oct Nov Dec Jan 26 Feb Mar Apr May Jun Jul Restructuring Committee Approval EGM Filing application with stock exchange Receipt of Stock Exchange Approval Filing of NCLT Scheme Shareholders / Creditors Meeting Filing of NCLT Scheme Receipt of NCLT Order Filin
Slide 10: Value unlocking
Value unlocking The financial services education market is expected to witness strong demand growth of 25–35%, driven by GCC players entering the domestic market. JKSC, as the market leader in student delivery, enjoys a national footprint across offline and online channels, with a strong track r
Slide 11: Commerce Segment projections
Commerce Segment projections FY25 FY26E Total Students (nos) 1,69,537 2,01,287 Total Revenue (INR Crore) FY25 FY26E JK Shah 123 139 BB Virtual 69 85 Navkar 29 33 Tapasya 60 71 Managed College 0 15 Total 281 344 Growth % 22% Total EBITDA (INR Crore) FY25 FY26E JK Shah 23 30 BB Virtual 40 47 Navkar 11
Slide 12: Key Highlights of the Scheme
Key Highlights of the Scheme The said Scheme involves the demerger of the Demerged Undertaking (as defined in the Scheme) comprising the Commerce Education Business in the Veranda Learning Solutions Limited (“VLS”) into J.K. Shah Commerce Education Limited (“JKSC”) Veranda XL Learning will merge i
Slide 13: Transaction Advisors (To be decided)
Transaction Advisors (To be decided) FINANCIAL ADVISOR AND FAIRNESS OPINION PROVIDER VALUER TAX ADVISOR LEGAL ADVISOR Snr. Advocate PH Arvind Pandian
Slide 14: Thank You
Thank You