Veranda Learning Solutions Ltd Management Discussions

1. OVERVIEW OF THE COMPANY

Founded with the objective of making quality education accessible and outcome-oriented, Veranda has established a strong presence in commerce education, professional certification courses, government examination preparation, academic tutoring, higher education services and allied learning solutions. Through its portfolio of brands and subsidiaries, the Company offers comprehensive educational programs supported by experienced faculty, technology- enabled platforms and learner-centric content.

Over the years, Veranda has expanded its footprint through a combination of organic growth and strategic acquisitions, enabling it to build a diversified education ecosystem serving learners across India and select international markets. The Companys business model focuses on delivering measurable learning outcomes through a blend of classroom training, digital learning platforms, recorded content, live interactive sessions and assessment-driven learning methodologies.

The Company uses technology to enhance learner engagement, personalise learning experiences and improve accessibility. Its scalable platform, strong academic expertise and extensive distribution network positions it to capitalise on the growing demand for quality education and professional upskilling in India.

Veranda Learning Solutions Limited has grown from a focused educational platform into a diversified, technology-enabled education ecosystem serving learners across commerce, professional education, government test preparation and academic services.

The Companys growth reflects a strategic blend of organic expansion, new product launches, acquisitions and operational integration designed to build a scalable and sustainable education platform.

Veranda 1.0: Foundation and Early Growth

• December 2020 - Acquired Content, brand, education materials through Veranda Race; & thereafter commenced operations.

• Launched own mobile app comprising all integrated courses.

Expansion through New Launches, IPO and Strategic Acquisitions

• July 2021- Started CA courses.

• August 2021- Started offering courses for UPSC preparation.

• September 2021 - Acquired Edureka, enabling Veranda to establish global footprints.

• April 2022 - Company was listed on BSE & NSE at ? 137.

• October 2022- Acquired J. K. Shah Classes.

• January 2023 - Business Transfer

Agreement with Chennai Race.

• May 2023 - Acquisition of 6 new companies.

• July 2023 - Partnership with Logic School of management.

• January 2024 - Acquires Tapasya.

• December 2024 - Announces to Acquire BB Publications & Navkar.

• February2025 - Signed Moll with NT Madras.

• June 2025 - Launches CIAP with IAB.

Revenue growth and a widening learner base reflect the effectiveness of combining academic quality, technology-enabled learning and selective acquisitions. The transition to Veranda 2.0 positions the Company for sustainable growth, profitability and stakeholder value creation.

Veranda 2.0: Scaling for Sustainable Growth

• July 2025 - Maiden QIP & Demerging Commerce vertical.

• September 2025 - Divesting Vocational segment to SNVA Veranda Limited.

• March 2026 - NCLT directed shareholders meeting held on April 24 2026. Composite Scheme approved by shareholders and submitted to NCLT for approval.

The Companys consistent growth in revenue and learner base demonstrates the effectiveness of its strategy of combining academic excellence, technology-enabled learning and strategic acquisitions.

The transition to Veranda 2.0 positions the Company to capitalise on emerging opportunities in the Indian education sector while focusing on sustainable growth, profitability and value creation for all stakeholders.

2. OPPORTUNITIES AND THREATS Opportunities

Veranda 2.0: Unlocking Value Through Strategic Reorganisation

The proposed demerger of the Commerce business is a defining step in the Companys strategic evolution. The transaction will create focused business entities with independent growth strategies, dedicated management teams and optimised capital allocation frameworks. The restructuring sharpens Veranda Learning Solutions Limiteds focus on its core educational businesses while providing greater operational flexibility and strategic clarity. The demerger is expected to unlock stakeholder value by allowing each business to pursue growth opportunities aligned with its specific market dynamics and investment requirements.

Strengthening Leadership in Government Test Preparation

The Government Test Preparation business represents a strong growth opportunity for the Company. India continues to witness strong demand for government employment opportunities across central and state government departments, public sector undertakings, banking institutions and other public bodies. With increasing participation in competitive examinations and growing demand for structured coaching solutions, the Company is well placed to strengthen its market presence through its established brands, academic expertise and regional reach. The segment also offers opportunities to expand digital offerings and increase penetration in under-served geographies.

Expansion in Higher Education and Academic Services

Indias higher education sector continues to expand, supported by increasing enrolment levels, policy reforms under the National Education Policy (nep) and growing emphasis on employability. The Company sees real

opportunities in higher education services, university partnerships, academic support programmes and career-oriented learning solutions. Increasing collaboration between academia and industry, combined with demand for job-ready skills, is expected to create new avenues for growth across the Companys academic services portfolio.

Realisation of Integration Synergies The Company has built a diversified education ecosystem through strategic acquisitions and investments. As the business transitions into its next phase of growth, significant opportunities exist to realise synergies through integrated academic operations, common technology platforms, centralised support functions and optimised student acquisition strategies. These initiatives are expected to improve operational efficiency, lift profitability and build a stronger foundation for long-term growth.

Industry Consolidation and Strategic Partnerships

The Indian education sector remains fragmented across several segments, creating opportunities for consolidation, partnerships and selective inorganic expansion. The Companys brand recognition, operational expertise and scalable platform position it to evaluate opportunities that complement its existing capabilities and strengthen its presence in targeted educational segments. Strategic partnerships with educational institutions, universities, corporates and technology providers may further widen the Companys growth prospects and market reach.

Threats

Macroeconomic and Consumer Spending Environment

Education sector is influenced by overall economic conditions and consumer spending patterns. Any slowdown in economic growth, inflationary pressures, reduction in disposable income levels or deterioration in employment prospects may affect enrolment decisions and spending on educational programmes. While education continues to remain a priority expenditure for most households, prolonged macroeconomic uncertainty could impact demand across certain discretionary learning segments and delay enrolment decisions.

Regulatory and Policy Changes

The education sector operates within an evolving regulatory environment. Changes in educational policies, professional certification requirements, examination frameworks, university regulations and government recruitment processes may impact the Companys business segments. NEP reforms and sector-specific regulatory changes may require continuous adaptation of programs, content and delivery models. The Company monitors regulatory developments and aligns its offerings with evolving requirements.

Dependence on Government Recruitment and Examination Cycles

A significant portion of the test preparation business is linked to government recruitment and professional qualification examinations. Delays in examination schedules, postponement of recruitment notifications, changes in eligibility criteria or modifications to examination patterns may affect enrolment cycles and revenue visibility. Any disruption in examination calendars could temporarily affect business performance.

Faculty Retention and Academic Quality The Companys success depends on its ability to attract, develop and retain qualified faculty, academic leaders and subject matter experts. Competition for experienced educators remains intense. Failure to retain key faculty or maintain high academic standards may affect learner outcomes, brand reputation and enrolment growth.

Competitive Intensity and Changing Learner Preferences

The Indian education market remains highly competitive with participation from traditional coaching institutions, universities, edtech platforms and emerging digital learning providers. Increasing availability of free educational content, self-learning platforms, artificial intelligence-enabled learning tools and low-cost digital courses is shaping learner preferences and pricing dynamics across the sector. The Company continuously invests in content quality, learner engagement and technology to maintain its competitive position.

Intellectual Property and Content Protection

The Companys educational content, study materials, digital assets and proprietary learning resources are commercially valuable. Unauthorised reproduction, piracy, content sharing and misuse of educational materials may erode revenue and dilute brand value. The Company continues to strengthen its content protection mechanisms, digital safeguards and IP management practices.

3. SEGMENT-WISE PERFORMANCE

The Company operates across commerce education, government test preparation, academic services, professional courses and managed educational services.

Enrolment growth, wider course offerings and deeper market penetration drove performance across key verticals during the year. The commerce education segment remained the largest contributor to overall performance, while government test preparation and academic services continued to strengthen their market positions.

The Company remained focused on improving learner outcomes, expanding its content portfolio and enhancing the student experience through technology-enabled learning solutions.

Commerce Segment

The Commerce segment was the largest contributor to revenue and profitability during FY 2025-26. Strong enrolment momentum across CA, CMA and CS preparation, the J.K. Shah brand, a strong faculty network and increasing adoption of hybrid learning models all aided performance. During the year, the Company expanded its digital reach through the launch of Commerce Virtuals for Class XI and XII students, enabling pan-India delivery without incremental infrastructure investment. The segment also saw the advancement of the proposed demerger of the Commerce business into J.K. Shah Commerce Education Limited. Following stock exchange observations, shareholder approval and progress before the NCLT, the demerger is expected to create a focused commerce education platform with room to grow through product expansion, geographic diversification and digital scaling.

The Government Test Preparation segment grew strongly during FY 2025-26, supported by sustained demand for government employment examinations and the Companys leadership position in Southern India. The segment expanded its course portfolio through the launch of new offerings, including Junior IAS programmes, Group-1 coaching and subscription-based current affairs products. Growth was driven by increasing enrolments across banking, SSC, UPSC,TNPSC and state public service commission examinations. The segment draws on a strong hybrid delivery model, localised content and a growing presence across Tier-ll and Tier-Ill cities.

Academics/Managed School Services Segment

The Academics segment continued to strengthen its position through managed school services and institutional partnerships. During the year, the Company managed five CBSE schools and two Cambridge International schools across Southern India, serving more than 5,400 students. The segment is moving forward towards an asset-light managed services model, enabling the Company to participate across the K-12 value chain while improving capital efficiency. Strategic initiatives include expansion of managed school services, Al-enabled learning initiatives, digital marketing- led admissions within the school ecosystem.

Vocational Education Segment (strategic Divestment)

During FY 2025-26, the Company completed the divestment of its vocational education businesses, including Edureka, Veranda FligherEd and Six Phrase, to SNVA Veranda Limited through a share-swap arrangement. SNVA Veranda Limited became an associate of Veranda, allowing management to sharpen focus on core education businesses. The combined platform now operates across more than 60 countries and serves over 1.5 million learners globally. The transaction combines Verandas domestic education expertise with SNVAs international reach, and is expected to unlock value through global expansion and scale.

Revenue		(? In Lakhs)
Particulars	FY 2025-26	FY 2024-25
Managed School Services	3,310.53	2,847.80
Commerce	33,459.25	19,533.43
Government Test Preparation	11,455.80	13,304.95
Vocational Education	1,075.63	86.72
Others	3,061.39	4,180.24
Total	52,362.59	39,953.14
Less: Inter Segment	4,211.54	4,180.19
Revenue from Operations	48,151.06	35,772.95

(? In Lakhs)

Particulars	FY 2025-26	FY 2024-25
EBITDA
Managed School Services	2,630.16	2,213.50
Commerce	14,523.88	6,494.51
Government Test Preparation	459.11	17.99
Vocational Education	438.65	(71.97)
Others	(1,379.47)	(4,290.55)
Total EBITDA	16,672.33	4,363.48
Add: Other Income	3,724.07	4,307.95
Less: Finance Cots	7,782.00	13,087.83
Depreciation and amortisation expense	5,835.15	16,378.07
Share in Profit/(Loss) of associate	(125.45)	-
Profit/(loss) before exceptional items and tax from continuing operations	6,653.81	(20,794.47)

Seqment Assets (? In Lakhs)

Particulars	As at March 31 2026		As at March 31 2025
Managed School Services	21,949.97		22,832.00
Commerce	1,09,773.66		1,18,390.09
Government Test Preparation	8,287.02		9,343.66
Vocational Education	39,350.37		110.08
Others	1,524.68		3,289.98
Unallocated	2,333.98		3,160.61
Discontinued Operations	-		30,899.23
Total Assets	1,83,219.68		1,88,025.65
Segment Liabilities				(? In Lakhs)
Particulars		As at March 31 2026		As at March 31 2025
Managed School Services		2,187.44		7,639.09
Commerce		46,468.89		78,997.25
Government Test Preparation		4,407.38		6,203.79
Vocational Education		243.21		675.92
Others		1,366.91		1,149.06
Unallocated		32,710.02		58,318.89
Discontinued Operations		-		9,349.92
Total Liabilities		87,383.85		1,62,333.92

4. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During FY 2025-26, Veranda Learning Solutions Limited demonstrated a significant improvement in its operational and financial performance, supported by growth across its education businesses, portfolio rationalisation initiatives, and improved operational efficiencies. Revenue from operations increased by 34.6% to ? 48,151.06 Lakhs from ? 35,772.95 Lakhs in the previous year, reflecting strong enrolment momentum, expansion of educational offerings, and contributions from acquired businesses. Total income increased to ? 51,875.13 Lakhs compared to ? 40,080.90 Lakhs in FY 2024-25.

The Group reported EBITDA of ? 20,396.40 Lakhs during FY 2025-26 as compared to ? 8,671.43 Lakhs in the previous year. The significant improvement in operating profitability was driven by higher capacity utilisation, increased contribution from high-margin commerce businesses, operating leverage benefits, cost optimisation initiatives, and integration synergies arising from acquisitions completed in previous years.

Employee benefit expenses stood at ? 6,129.84 Lakhs, while advertisement and business promotion expenses amounted to ? 2,317.74 Lakhs, reflecting continued investment in student acquisition, brand development, and business expansion. The Companys ability to scale revenues at a faster pace than operating expenses contributed significantly to the improvement in profitability.

Finance costs remained a key area of focus during the year. As part of its balance sheet strengthening initiatives, the Company undertook debt optimisation measures, including the premature redemption of Non-Convertible Debentures (NCDs). While this resulted in a onetime exceptional charge towards additional premium paid and unamortised loan processing costs, it is expected to reduce future borrowing costs and improve the Groups long-term financial flexibility. The Companys focus on deleveraging and improving cash generation contributed to strengthening its capital structure during the year.

The Group reported a Profit Before Tax (pbt) of ? 15,264.06 Lakhs as against a loss before tax of ? 20,794.47 Lakhs in FY 2024-25. This substantial turnaround was supported by improved operating performance and exceptional gains arising from strategic restructuring initiatives undertaken during the year, including the divestment and reorganisation of certain businesses.

Profit After Tax attributable to the owners of the Company stood at ? 10,552.39 Lakhs compared to a loss of ? 24,736.33 Lakhs in the previous year. Total Comprehensive Income attributable to the owners of the Company amounted to ? 10,507.41 Lakhs, reflecting a significant strengthening of the Groups overall financial position and shareholder value creation.

From an operational perspective, the Commerce segment remained the largest contributor to consolidated revenue, generating ? 33,459.25 Lakhs during FY 2025-26 compared to ? 19,533.43 Lakhs in the previous year. The Government Test Preparation segment contributed ? 11,455.80 lakhs, while the Managed School Services and Vocational Education segments contributed ? 3,310.53 Lakhs and ? 1,075.63 Lakhs, respectively. The diversified business portfolio supported stable growth and reduced concentration risk across revenue streams.

The Group also strengthened its liquidity profile during the year. Net cash generated from operating activities increased significantly to ? 10,574.73 Lakhs compared to ? 3,165.32 Lakhs in FY 2024-25, driven by improved profitability.

effective working capital management, and stronger collections from operations.

During the year, the Group continued to execute its strategic transformation initiatives under the Veranda 2.0 framework. The proposed merger of Veranda XL Learning Solutions Private Limited with the Company and the demerger of the Commerce business into J.K. Shah Commerce Education Limited are expected to enhance operational focus, improve capital allocation efficiency, and unlock long-term value for stakeholders.

Overall, FY 2025-26 marked a significant turnaround for Veranda Learning Solutions Limited, characterised by strong revenue growth, improved operating profitability, positive cash flow generation, strengthened capital structure, and strategic portfolio optimisation. These developments position the Group favorably to capitalise on future growth opportunities while maintaining financial discipline and operational excellence.

Key Ratios - Consolidated Financials

Ratios	FY 2025-26	FY 2024-25
Current Ratio	0.69	0.40
Debt Equity Ratio	0.31	2.00
Interest Coverage Ratio	2.39	(0.79)
Debt Service Coverage Ratio	0.46	0.42
Debtor Turnover Ratio	13.68	11.07
Inventory Turnover Ratio	5.77	3.66
Operating Margin Ratio	0.42	0.24
Net Profit Margin Ratio	0.24	(0.53)
Return on Net Worth	0.21	(0.80)
Return on Capital Employed	0.12	(0.14)
Earnings Per Share	11.84	(34.73)

The improvement in EBITDA and operating performance led to a significant increase in the Operating Margin Ratio from 0.24 in FY 2024-25 to 0.42 in FY 2025-26. Consequently, the Interest Coverage Ratio improved from a negative 0.79 to 2.39, reflecting the Companys enhanced ability to service its interest obligations through operating earnings. Net Profit Margin Ratio also improved from Negative 0.53 to 0.24, driven by stronger operating performance, improved cost management and better absorption of fixed costs.

The Companys capital structure strengthened during the year, resulting in a substantial reduction in the Debt Equity Ratio from 2.00 to 0.31. This improvement was driven by a combination of reduction in borrowings, strengthening of shareholders funds and improved profitability. The Return on Net Worth and Return on Capital Employed turned positive during the year at 0.21 and 0.12 respectively, compared to negative returns in the previous year, indicating improved returns generated from shareholders funds and capital employed in the business.

Operational efficiency indicators also showed marked improvement. The Debtor Turnover Ratio increased from 11.07 to 13.68, reflecting better collections and receivables management, while the Inventory Turnover Ratio improved from 3.66 to 5.77, indicating more efficient inventory utilisation and faster inventory movement

The Current Ratio improved from 0.40 to 0.69, reflecting better working capital management and liquidity position, although management continues to focus on further strengthening short-term liquidity. The Debt Service Coverage Ratio improved marginally from 0.42 to 0.46, supported by higher operating cash generation, though it remains an area of continued focus.

Earnings Per Share improved significantly from a loss of ? 34.73 per share in FY 2024-25 to earnings of ? 11.84 per share in FY 2025-26, reflecting the Companys return to profitability and enhanced value creation for shareholders.

Across profitability, leverage and efficiency ratios, the direction is consistent. Management remains focused on margin expansion, prudent capital allocation and cash flow improvement.

5. STRATEGIC PRIORITIES AND OUTLOOK

Veranda enters FY27 with four clear priorities: geographic expansion, portfolio diversification, deepening presence across the education value chain, and strengthening existing verticals.

Geographic Expansion and Market Penetration

The Government Test Preparation business will expand into Karnataka, using localised content, faculty capabilities and offline coaching infrastructure to address demand for KPSC and other state-level examinations. The Company

also plans a stronger offline presence across North and West India, particularly in Uttar Pradesh, Bihar, Rajasthan and Gujarat. This reduces regional concentration risk and opens access to a materially larger student base.

Strengthening the Commerce Education Ecosystem

Around 15 new offline college locations are planned to accelerate growth in commerce education. The expanded network is expected to improve brand visibility, increase student enrolments and strengthen the Companys position in the segment, using existing academic content, faculty expertise and operational infrastructure.

Expansion into Early Childhood and K-12 Education

As part of its long-term strategy to deepen engagement across the education lifecycle, the Company plans to enter the Pre-KG managed school segment and further expand its managed K-12 school portfolio. This initiative is expected to create early brand affinity among students and parents, strengthen the Companys presence across the K-12 value chain, and establish a foundation for future cross-selling opportunities across its educational offerings.

Revenue Growth Outlook

Growth will be driven by student acquisition, offline learning center expansion, managed school scaling and deeper penetration into new geographic markets. The diversified business mix is expected to support resilience and consistent long-term growth.

FY27 Outlook

The priorities for FY27 are execution-heavy: new geographies, stronger educational verticals, and broader presence across the education ecosystem. Management will focus on disciplined execution, operational excellence and sustainable growth.

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established adequate internal control systems commensurate with the nature, size and complexity of its operations. These controls are designed to ensure the

safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The internal control framework is supported by documented policies, standard operating procedures, periodic internal audits and continuous monitoring by management. The Audit Committee regularly reviews the effectiveness of internal controls, risk management processes and compliance systems.

Based on the reviews conducted during the year, the management believes that the Companys internal control systems were adequate and operating effectively.

7. RISK MANAGEMENT FRAMEWORK

At Veranda Learning Solutions Limited, risk management is an integral part of strategic planning, operational execution, and corporate governance. The Company has established a structured Enterprise Risk Management (erm) framework to identify, assess, mitigate, and monitor risks that may impact its business objectives, financial performance, reputation, and stakeholder value. The framework is overseen by the Board of Directors and supported by management teams across business verticals.

The framework rests on four pillars:

1. Risk Identification

Veranda continuously identifies and evaluates risks arising from internal and external factors, including changes in the regulatory environment, technological disruptions, competitive dynamics, economic conditions, talent availability, cybersecurity threats, and evolving learner preferences. Risks are periodically reviewed across all business segments, including Academic Delivery, Commerce Education, Test Preparation, Healthcare Training, Technology Platforms, and Enterprise Learning.

2. Risk Assessment

Identified risks are assessed based on their likelihood of occurrence and potential impact on operations, financial performance, compliance, and reputation. Management undertakes periodic reviews

to evaluate emerging risks and changing market conditions, enabling proactive decision-making and prioritisation of mitigation initiatives.

3. Risk Mitigation and Treatment

The Company adopts a combination of risk avoidance, mitigation, transfer, and acceptance strategies depending on the nature and significance of the risk. Robust internal controls, technology-enabled monitoring systems, standard operating procedures, compliance mechanisms, and business continuity plans are implemented to minimise potential adverse impacts.

4. Monitoring and Review

The Board of Directors, Audit Committee, and senior management periodically review the effectiveness of the risk management framework. Key risks, mitigation plans, and control measures are continuously monitored to ensure the framework remains responsive to evolving business and regulatory environments.

Through this comprehensive approach, Veranda Learning Solutions Limited seeks to strengthen organisational resilience, protect stakeholder interests, and support sustainable long-term growth.

Type of Risk	Risk Description		Applicability		Mitigation Approach
Student Acquisition Risk	Changes in student enrollment patterns, competitive intensity, and shifting demand for professional and test-preparation courses may impact revenue growth.		Academic Delivery, Commerce, CA, ACCA, Test Preparation Businesses		The Company focuses on strengthening its brand presence through targeted marketing initiatives, strategic partnerships, and expansion into new geographies. A diversified portfolio of professional and test-preparation programs enables the Company to cater to evolving learner preferences and sustain enrollment growth across business segments.
Faculty and Talent Risk	Dependence on experienced faculty members, trainers, and leadership personnel for academic excellence and student outcomes.		All Education Verticals		The Company invests in faculty development, leadership training, and performance management programs to enhance employee engagement and capability building. Structured succession planning and talent retention initiatives help reduce dependency on key individuals while ensuring continuity in academic delivery and operational effectiveness.
Technology and Digital Platform Risk	System failures, platform downtime, or inability to adapt to evolving digital learning technologies could impact learner experience.		Online Learning Platforms and Hybrid Delivery Models		The Company continuously upgrades its learning management systems and digital infrastructure to ensure reliability, scalability, and enhanced user experience. Investments in cloud technologies, platform modernisation, and strategic technology partnerships support uninterrupted service delivery and adaptability to changing technological requirements.
Type of Risk		Risk Description		Applicability		Mitigation Approach
Regulatory and Compliance Risk		Changes in education regulations, data privacy laws, taxation, and corporate governance requirements may impact operations.		All Business Segments		The Company maintains a robust compliance framework supported by periodic legal reviews, internal audits, and continuous monitoring of regulatory developments. Dedicated compliance teams work closely with business units to ensure timely implementation of changes and adherence to applicable laws and standards.
Cybersecurity and Data Privacy Risk		Unauthorised access, data breaches, ransomware attacks, or compromise of student and employee information.		Digital Learning Platforms and Corporate Functions		The Company has implemented comprehensive cybersecurity measures, including data encryption, access controls, vulnerability assessments, and continuous monitoring of digital systems. Employee awareness programs and disaster recovery protocols further strengthen the Companys ability to protect sensitive information and respond effectively to emerging cyber threats.
Integration and Acquisition Risk		Challenges in integrating acquired businesses, systems, processes, and cultures may affect expected synergies.		Group-wide Operations		The Company follows a structured integration approach that aligns processes, systems, governance practices, and organisational culture across acquired entities. Regular performance reviews, centralised oversight, and clearly defined integration roadmaps support the realisation of operational synergies and long-term value creation.
Economic and Market Risk		Macroeconomic uncertainty, inflationary pressures, changes in consumer spending, and employment trends may affect demand for educational services.		All Business Segments		The Companys diversified presence across multiple education verticals and learner segments helps reduce exposure to cyclical market fluctuations. Continuous cost optimisation initiatives, prudent financial management, and a strong focus on employability- oriented programs support resilience during periods of economic uncertainty.
Reputation and Brand Risk		Adverse publicity, service quality concerns, faculty issues, or student dissatisfaction may impact brand equity and stakeholder confidence.		All Education Businesses		The Company emphasises quality assurance, learner satisfaction, and transparent stakeholder communication across all business operations. Regular feedback mechanisms, grievance redressal processes, and consistent monitoring of service standards help protect and strengthen the Companys brand reputation.
Type of Risk	Risk Description		Applicability		Mitigation Approach
Competition Risk	Increasing competition from edtech companies, coaching institutes, universities, and global online learning providers.		All Business Verticals		The Company continuously enhances its curriculum, learning methodologies, and student outcomes to maintain a differentiated market position. Investments in technology- enabled learning, industry-relevant certifications, and innovative program offerings support competitiveness in an evolving education landscape.
Artificial Intelligence Disruption Risk	Rapid adoption of Al-based learning solutions and content generation tools may alter traditional education delivery models.		Digital Learning and Content Businesses		The Company is actively integrating artificial intelligence and advanced digital technologies into its learning ecosystem to enhance personalisation, engagement, and operational efficiency. Ongoing investments in innovation, faculty upskilling, and Al-enabled learning solutions help the Company remain relevant in a rapidly evolving educational environment.

8. Human Resources and Industrial Relations

People remain central to Verandas ability to deliver quality educational outcomes, drive innovation and execute its strategy. The Company is committed to creating an inclusive, collaborative, and performance-driven work environment that promotes diversity, equal opportunity, employee wellbeing, and professional advancement. Employee engagement initiatives, recognition programs, and regular communication forums are conducted to encourage participation, strengthen organisational culture.

Veranda also maintains compliance with applicable labour laws, employee welfare regulations and workplace policies. HR practices and governance mechanisms are in place to ensure fair employment and a safe working environment across all locations.

Industrial relations remained cordial and harmonious throughout the financial year. There were no significant industrial disputes, work stoppages, or labour-related disruptions affecting the Companys operations. The management continues to maintain constructive engagement with employees and other stakeholders, fostering a culture of trust, transparency, and mutual respect.

The Companys people-centric approach, combined with continuous investment in talent development, will remain central to delivering long-term value for students, employees and shareholders.