Veranda Learning Solutions Ltd Directors Report

Your Directors have pleasure in presenting the Sixth Annual Report of the Company together with Audited Accounts for the year ended March 31, 2024.

FINANCIAL RESULTS:

The financial performance of your Company is stated hereunder:

in lakhs

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	3,940.85	1,714.09	36,173.06	16,135.67
Other Income	1,873.76	3,791.48	828.68	3,856.39
Total Income	5,814.61	5,505.57	37,001.74	19,992.06
Profit/(Loss) before tax	2,049.65	702.32	(8,125.84)	(8,943.25)
Less: Tax expenses	(283.36)	4.04	(514.67)	(1,021.88)
Profit/(Loss) after tax	2,333.01	698.28	(7,611.17)	(7,921.37)
Closing balance in Retained Earnings	1,612.39	(718.61)	(22,591.53)	(14,607.42)
EPS Basic (?)	3.53	1.20	(12.05)	(13.65)
EPS Diluted (?)	3.41	1.16	(12.05)	(13.65)

This remarkable performance can be attributed to your Companys relentless focus on innovation and delivering high quality educational content. Your Company has continuously enhanced offerings by leveraging cutting edge technologies, implementing data driven insights, and incorporating feedback from educators, students, and parents.

STATE OF THE COMPANYS AFFAIRS

Veranda Learning Solutions is a diversified education company providing end-to-end solutions across the education spectrum, from K-12 schooling to professional upskilling. We cater to students, aspirants, graduates and professionals through various learning formats, including online, offline, and hybrid models. Our comprehensive approach encompasses foundational education, specialized preparatory courses, integrated graduation programs, and tailored upskilling initiatives.

A deep dive into the Veranda ecosystem

We provide comprehensive services under three primary categories: Academic, Vocational, and Test-Prep.

In the Academic category, Veranda manages a variety of institutions to build a robust educational foundation. Our K-12 brand aims to transform school education through innovative teaching methods and the integration of cutting-edge technology, shaping the next generation of lifelong learners. Additionally,

Veranda serves thousands of students across numerous colleges in Telangana and Karnataka, offering top-notch educational services and preparing them for future academic endeavours. In addition, Veranda has organically started a Higher Education division which offers long-term degrees and certification programs in collaboration with prestigious institutions in the field of Management, Technology, Leadership and Marketing.

The Vocational segment provide skills training and internship opportunities for college students, online upskilling courses for working professionals, and recruitment training for individuals aiming to join private banks and the BFSI sector. Veranda offers integrated programs that blend academic excellence with industry-oriented curricula. Programs in emerging technologies and hands-on experience through hackathons and live projects bridge the gap between academic learning and industry requirements.

In the Test-Prep category, Veranda stands out with its exceptional coaching programs for competitive exams. Veranda is renowned for its rigorous training and expert faculty, helping students excel in various competitive exams, including civil services. We offer specialized coaching for exams like PSC, SSC, RRB, CLAT, and TNPSC, KPSC, APSC among others and ensure that students receive the best possible preparation to succeed in their chosen careers.

Through its wide range of services, Veranda Learning Solutions is dedicated to helping students and professionals across India achieve success in their education and careers.

Courses Offered

Veranda Learning employs a multi-layered, end-to- end approach to education, offering a wide range of specialized courses tailored to meet the diverse needs of students and professionals. Our courses are designed by seasoned educators and industry experts to ensure comprehensive learning and career readiness.

K-12

Schools, managed by Veranda K-12, ensure a strong academic foundation for our students by offering a variety of services that support their success and well-being. We provide comprehensive teacher training programs to enhance educators skills and effectiveness, along with dynamic curriculum development that aligns with educational standards. Our robust assessment systems monitor student progress, while technology integration creates interactive learning environments. Additionally, we offer extracurricular activities and counseling services to promote holistic development and emotional well-being.

Undergraduate Courses

We offer comprehensive educational opportunities, including accredited colleges and a wide range of related coaching services. Our advanced courses in Management and Commerce are designed to enrich the mind and prepare students for successful careers both nationally and internationally. These programs blend academic rigor with professional certification preparation, providing a solid foundation in commerce while equipping students with the necessary skills to excel in professional accounting roles. Our curriculum combines theoretical knowledge with practical training, ensuring that students are well-prepared to meet the demands of industry.

Higher Education

This segment focuses on higher education and skill development, addressing the growing demand for specialized training and career guidance. This segment collaborates with prestigious universities to provide courses in Management, Technology, Leadership, and Marketing

Test Preparation

Our comprehensive exam preparation programs cover a wide array of competitive exams. These include:

Civil Services Exams: Rigorous training programs designed to prepare students for IAS and other civil service examinations, including residential programs that provide an immersive learning experience.

Banking Exams: Intensive coaching for exams like IBPS, SBI, and other banking sector tests, with a focus on both prelims and mains.

Government Job Exams: Specialized coaching for PSC, SSC, RRB, TNPSC, and other government recruitment exams.

Law Entrance Exams: Tailored coaching for CLAT and other law entrance exams to help students secure admission to top law schools.

Professional Accounting and Finance Qualifications: Dedicated coaching for CA, ACCA, CMA, CFA and other foreign commerce courses, ensuring students are well-prepared for both national and international certifications.

Our test-prep courses feature expert faculty, state- of-the-art facilities, and a structured curriculum that includes mock tests, practice sessions, and personalized feedback to enhance students performance..

Professional Skill Development

Veranda provides a variety of professional skill development programs designed to enhance employability and career progression. These include:

Technical Upskilling: Courses in data science, artificial intelligence, machine learning, cloud computing, DevOps, and other trending technologies. These programs are designed to meet industry standards and include hands-on projects and practical training.

Soft Skills Training: Programs focusing on essential soft skills such as communication, leadership, teamwork, and problem-solving. These courses are aimed at enhancing personal effectiveness and professional growth.

Employability Training: Comprehensive training in resume building, interview preparation, career guidance, and job placement support.

CORE INVESTMENT COMPANY (CIC) REGISTRATION

Your Company fulfils the criteria to be defined as a Core Investment Company (CIC) as defined in the Regulations made by the Reserve Bank of India (rbi) as at April 01, 2023 and the Company has applied for its registration as CIC with the RBI on July 06, 2023. However, as indicated in Note 48 to the financial statements, the Company has intimated the RBI on February 19, 2024 that it is in the process of restructuring its activities following which it would no longer meet the eligibility criteria of a CIC.

DIVIDEND & TRANSFER TO RESERVES:

Your Directors do not recommend any dividend for the current financial year. However, the dividend distribution policy, framed in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") and approved by the Board of Directors, is available on the website of the Company at https://www.verandalearning.com/web/application/ files/4816/7723/3782/Dividend_Distribution_Policy. pdf. The Company proposes to retain the entire amount as surplus in Profit & Loss Account and not to transfer any amount to General reserves.

SHARE CAPITAL Authorised Share Capital:

As on March 31, 2024, the authorised share capital of the Company was Rs. 100 Crores comprising of 10 Crores of Equity Shares of Rs. 10/- each.

Paid-up Share Capital:

Preferential Allotment for consideration other than Cash

During the year, your Company allotted 75,78,743 equity shares of Rs. 10/- each at an issue price of Rs. 187/- per share (including a premium of Rs. 177/- per share). This allotment was made on a preferential basis for consideration other than cash, for the purpose of swapping Equity Shares of Veranda Administrative Learning Solutions Private Limited

Employee Stock Options

During the year, your Company allotted 46,752 Equity Shares of Rs. 10/- each at a premium of Rs. 58.50/- per share to the Employees of the Company and its subsidiaries upon exercise of the grants vested. The details of the stock options granted under "Veranda Learning Solutions Limited - Employee

Stock Option Plan 2022" and the disclosures in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (ESOP Regulations) and Section 62(1)(b) of the Companies Act 2013 ("Act") read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are set out in ANNEXURE I and are available on the website of the Company at https:// www.verandalearning.com/web/index.php/ generalmeeting. The scheme is in compliance with the ESOP Regulations.

Thus, as a result of which, the paid-up share capital of the Company as on March 31, 2024 increased to Rs. 69,19,75,460.

The Company has received a Certificate from the Secretarial Auditors that the above referred Scheme had been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed by the members in this regard.

SUBSIDIARY COMPANY(IES)

Your Company acquired and invested in businesses entities through its wholly owned subsidiary / Subsidiary Companies and during the year under review, the following companies became our subsidiary Companies: - Six Phrase Edutech Private Limited, Talentely Innovative Solutions Private Limited, Neyyar Education Private Limited, Neyyar Academy Private Limited, Veranda K-12 Learning Solutions Private Limited (Previously Known as "EDUCARE INFRASTRUCTURE SERVICES PRIVATE LIMITED"), Phire Learning Solutions Private Limited, BAssure Solutions Private Limited and incorporated Sreedhars CCE Learning Solutions Private Limited.

During the year ended March 31, 2024, Veranda XL Learning Solutions Private Limited, a subsidiary of the Company, had acquired 50% shareholding of Tapasya Educational Institutions Private Limited (TEIPL). On April 03, 2024, the Company has further acquired 1.00% shares of Tapasya, resulting in 51.00% shareholding of TEIPL.

Veranda XL Learning Solutions Private Limited (VXL)

Veranda XL Learning Solutions Private Limited has entered into a Business Transfer Agreement on April 18, 2024, with Logic Management Training Institutes Private Limited for acquisition of the business of them as a going concern for a consideration in the form

of cash or shares, at the discretion of the Transferee Company.

National Company Law Tribunal, Chennai, vide its order dated November 30, 2023 has sanctioned the Scheme of amalgamation between Veranda XL Learning Solutions Private Limited (Transferee Company) and J. K. Shah Education Private Limited (Transferor Company) and their respective shareholders and creditors. Pursuant to the said Order, the Transferee Company has allotted 18,98,970 equity shares of Rs. 10/- each to the shareholders of Transferor Company, constituting 24% of the paid- up equity share capital of Transferee Company and consequent to this VXL has become Subsidiary Company ( earlier wholly owned subsidiary).

A report on the performance and financial position of each of the subsidiaries are provided in the notes to the consolidated financial statements.

Pursuant to the provisions of Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companys subsidiaries, in Form AOC-1 is attached. Refer Annexure-II

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website of the Company in the link https://www. verandalearning.com/web/index.php/investors- financials. The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Companys website in the link https://www.verandalearning.com/web/application/ files/8116/7723/3786/Policy for Determination of Material Subsidiaries.pdf.

BOARD OF DIRECTORS

The Board met nine times during the year under review. The details of Board meetings and attendance of the Directors are provided in the Corporate Governance Report.

The composition of the Board of Directors and its Committees are in accordance with the Act and the SEBI LODR. The Corporate Governance Report given in Annexure- IV to this report contains the composition of the Board of Directors of the Company and its Committees. The intervals between the Board meetings adhered to the maximum period prescribed under the Act, and the SEBI LODR, as amended and notified from time to time.

Pursuant to the provisions of Section 134 (3) (p), Section 149(8) read with Schedule-IV of the Act, SEBI LODR, an annual performance evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The criteria for evaluation of the Board and Non- Independent Directors at a separate meeting of Independent Directors were carried out in accordance with the Nomination & Remuneration Policy adopted by the Board.

The evaluation was carried out, taking into consideration the composition of the Board and availability of multi-disciplinary skills, commitment to good corporate governance practices, adherence to regulatory compliance. The Board of Directors have also carried out the evaluation of the Directors, performance of Independent Directors and its Committees based on the guidelines prescribed by the SEBI.

For detailed information and insights regarding the performance evaluation, refer to the Corporate Governance Report forming part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Re-appointment of director retiring by rotation

In accordance with Section 152(6)(c) of the Act, Mr. Kalpathi S Aghoram (DIN 00526585) , a Non-Executive Director of the Company, retiring by rotation. Being eligible for re-appointment, Mr. Kalpathi S Aghoram, has expressed his willingness to continue serving as a Director of the Company. Accordingly, the reappointment of Mr. Kalpathi S Aghoram, will be placed before the 6th Annual General Meeting for the approval of the shareholders of the Company.

Independent Directors

During the financial year under review Mr. Varun Bajpai (DIN: 00058339), Non- Executive Independent Director of the Company, resigned with effect from December 26, 2023 due to his preoccupation with his own organisation. The Board of Directors places on record their earnest appreciation to the invaluable contributions, leadership and guidance extended by him during his tenure

The Company has received declarations from all the Independent Directors currently serving on the Board as of the end of the FY 2023-24. These declarations confirm that they continue to meet the criteria of

independence as prescribed under Section 149(6) of the Companies Act, 2013, as well as Regulation 16 and 25 of the SEBI LODR including any amendments made thereto.

Additionally, the Independent Directors have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs (IICA). Further, there has been no change in the circumstances which may affect their status as Independent Director during the year.

Furthermore, none of the Directors of the Company are disqualified from being appointed as Directors, as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. The format of the mentioned disclosure is provided as ANNEXURE C of Corporate Governance Report.

In the opinion of the Board, the Independent Directors appointed are persons of high repute, integrity and possesses the relevant expertise, experience and proficiency and are Independent of the Management The terms and conditions of appointment of the Independent Directors are placed on the website at https://www.verandalearning.com/web/application/ files/9816/7723/3785/Policy on Terms of Appointment of Independent Directors.pdf.

The Company has disclosed the Directors familiarisation programme on its website at https:// www.verandalearning.com/web/application/ files/8016/7723/3783/Familiarization Program for Independent Directors.pdf.

During the year, Non-Executive Directors had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for attending meetings of the Company.

The Board of Directors at its meeting held on August 07, 2024 has approved the appointment of Mr S. Balasundharam as Company Secretary & Compliance Officer under SEBI LODR and a Key Managerial Personnel of the Company with effect from August 11, 2024 in place of Mr M Anantharamakrishnan, who has superannuated from the services of the Company on the above date.

Pursuant to the provisions of Section 2(51) and 203 of the Act, as on the date of this report, the Key Managerial Personnel (kmp) of the Company are Mr. Kalpathi S Suresh, Executive Director cum

Chairman, Ms Saradha Govindarajan, Chief Financial Officer and Mr S. Balasundharam, Company Secretary & Compliance Officer. There are no changes in the Senior Management/ KMP otherwise than disclosed in the Directors Report/ Corporate Governance Report.

MANAGEMENT DISCUSSION & ANALYSIS

In accordance with Regulation 34(2) of the SEBI LODR, the Management Discussion and Analysis report forms part of this Report as Annexure-VII

CONSOLIDATED FINANCIAL STATEMENT HIGHLIGHTS: -

Pursuant to Section 129(3) of the Act and SEBI LODR, the Consolidated Financial Statements prepared in accordance with the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India, is attached to this report.

FIXED DEPOSITS

During the year, your Company did not accept or renew any deposits from the public as defined under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

Details of loans given, investments made, guarantees given and securities provided pursuant to the provisions of Section 186 of the Act have been given in the notes to the Financial Statements.

NOMINATION AND REMUNERATION POLICY

The Company recognises the importance of fostering a diverse and inclusive culture as a fundamental element of its success. It believes that a diverse Board, among other factors, contributes to better decisionmaking by leveraging the diverse skills, qualifications, professional experiences, and knowledge of its members, thereby facilitating sustainable and balanced development. In line with this, the Board, based on the recommendations of the Nomination and Remuneration Committee, has established a comprehensive policy regarding the appointment, remuneration, and evaluation of Directors, Key Managerial Personnel and Senior Management of the Company.

The policy encompasses various aspects, including the criteria for determining qualifications, positive attributes, independence and remuneration of

these individuals. The key highlights of this policy are presented in the Corporate Governance Report, which is an integral part of the Companys Annual Report. Furthermore, the Nomination and Remuneration Policy is accessible on the Companys official website, providing transparency and easy access to interested stakeholders at https://www.verandalearning.com/ web/application/files/9416/7723/3783/Nomination and Remuneration Policy.pdf.

RISK MANAGEMENT

In accordance with Section 134(3)(n) of the Act, and Regulation 21 of the SEBI LODR, the Company has established a comprehensive Risk Management Policy. This policy provides a framework for identifying, assessing, monitoring, and mitigating various business, operational, financial, and other risks associated with the Companys operations.

To oversee the implementation and effectiveness of the risk management plan, the Board of Directors has constituted a dedicated Risk Management Committee. This Committee is responsible for regularly reviewing and evaluating the risk management strategies and ensuring their alignment with the Companys objectives.

The Company has taken proactive measures to address and manage the identified risks, which have been thoroughly examined and discussed in meetings of the Risk Management Committee and the Board of Directors. These measures aim to safeguard the Companys interests and enhance its resilience in a dynamic business environment.

For further details on the Companys Risk Management Policy, members can access the document on the Companys website at https://www.verandalearning. com/web/application/files/4316/7723/3788/Risk Management Policy.pdf.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate internal control system which commensurate with the size, scale and complexity of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and there by strengthen the controls. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Independent Auditors Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

The Statutory Auditors of the Company have confirmed, through their Independent Auditors Report, that during the course of their audit, no material fraud by the Company or any fraudulent activities involving its officers or employees were identified or reported. As a result, there is no obligation to report such matters to the Audit Committee or the Board of Directors of the Company. The Statutory Auditors statement provides assurance regarding the integrity and transparency of the Companys financial statements and internal control systems.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulations 4 and 22 of the SEBI LODR and in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has a Whistle Blower policy to deal with unethical or improper practice or violation of Companys Code of Business Conduct or any complaints regarding accounting, auditing, internal controls or disclosure practices of the Company.

This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee. Brief details about the policy are provided in the Corporate Governance Report attached to this Report as Annexure-IV

The Vigil Mechanism Policy, detailing the process and safeguards, is available on the Companys website, https://www.verandalearning.com/web/application/ files/7417/0192/5500/Whistle Blower Policy revised. pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sections 134(3) (c) and 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March 31, 2024, the Board of Directors hereby confirms that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures wherever applicable.

2. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2024 and of the profit of your Company for the year ended on that date.

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

4. that Directors had prepared the annual accounts on a going concern basis;

5. the Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively and the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act and Regulation 23 of the SEBI Listing Regulations during the FY 2023-24 were in the ordinary course of business and on an arms length pricing basis. The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy and the same has been hosted on the Companys website at https://www.verandalearning.com/web/application/ files/3717/0952/3542/Policy on Related Party Transactions.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

The particulars of contract or arrangement entered into with related parties referred to in Section 188(1) of the Act which are material in nature are disclosed in the prescribed Form AOC-2 and annexed herewith as Annexure-III to this report. The details of the related party transactions as per Indian Accounting Standards (IND AS-24 are as well set out in Note No: 41 to the standalone financial statements of the Company.

The Company in terms of Regulation 23 of the SEBI LODR submits within the stipulated time from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures are available on the website of the Company at https://www.verandalearning.com/ web/index.php/stock-exchange-intimations

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review, there have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future.

PARTICULARS OF EMPLOYEES, REMUNERATION OF DIRECTORS/ KMP

The information pertaining to the remuneration of Managerial Personnel, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - VIII which forms part of this Annual Report.

As per first proviso to Section 136(1) of the Act and Second Proviso to Rule 5 of the Rules, the report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) and Rule 5(3) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered office of the Company. The said statement is also available for inspection by the members at registered office of the Company during office hours till the date of Annual General Meeting. The Company affirms that the remuneration is as per the remuneration policy of the Company as approved by the Board of Directors.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has developed a comprehensive Policy on Prevention of Sexual Harassment at Workplace. This policy aims to prevent, prohibit, and address instances of sexual harassment within the workplace. To facilitate the effective implementation of the policy, an Internal Complaints Committee has been established to promptly address any complaints received.

The Company is fully committed in providing a safe and inclusive work environment for all its employees and associates. Regular awareness sessions are conducted throughout the organisation to ensure that employees are well-informed about the Policy and the provisions of the Prevention of Sexual Harassment Act.

As a result, no complaints of sexual harassment were received by the Company. This is a positive indication of the Companys commitment to fostering a respectful and harassment-free workplace environment.

CORPORATE GOVERNANCE

Your company has taken adequate steps to adhere to all the conditions laid down in SEBI LODR with respect to Corporate Governance. Pursuant to Regulation 34(3) of the SEBI LODR read with Schedule-V thereof, the report on Corporate Governance has been furnished in the Annual Report and forms part of the Annual Report as Annexure- IV.

STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. Deloitte Haskins & Sells, Chartered Accountants, with FRN: 008072S, were appointed as the Statutory Auditors of the Company at the 3rd Annual General Meeting held on October 29, 2021. They were appointed for a term of 5 years, concluding at the 8th Annual General Meeting to be held in the FY 2025-26.

The Annual Accounts of the Company, including the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement, along with the Notes and Schedules to the Accounts, have been audited by M/s. Deloitte Haskins & Sells, Chartered Accountants, based in Chennai. The Independent Auditors Report, provided by the Auditors on the Companys financial statements, is included in the Annual Report. The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer that would require any explanation or comments from the Board.

SECRETARIAL AUDITORS

In accordance with Section 204(1) of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. IBH & Co, Practising Company Secretaries, Chennai, as the Secretarial Auditors of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2024, is attached as Annexure V to this Report. The report does not contain any qualifications, reservations, adverse remarks, or disclaimers, except for the observations related to the Structured Digital Database (SDD) and video recordings.

The Company has complied with Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, with respect to the Structured Digital Database (SDD). However, in a few instances, Unpublished Price Sensitive Information (UPSI) was not entered into the SDD. Instead, it was securely shared through a dedicated email to designated persons within the organisation exclusively on a need to know basis who are governed by the confidentiality clauses and there were no leakage of UPSI occurred through this method This dissemination took place during the window closure period from July 01, 2023 to August 11, 2023 for the Q1 Unaudited Financial Results of FY 2023-24.

The Company took appropriate measures to ensure the integrity of the video recordings of its meetings, including implementing security and identification procedures to record the proceedings. Despite these efforts, technical issues during three Board meetings and one Committee Meeting in Quarter 4 of FY 2324, resulted in incomplete recordings. However, the minutes of these meetings were circulated to all the Board and Committee Members, and they have confirmed the proceedings, and signed by the Chairman of respective meeting(s).

The Secretarial Audit of the material subsidiaries of the Company for the FY 2023-24 (Veranda IAS Learning Solutions Private Limited carried out on voluntary basis) has been duly completed and it does not have any qualification or adverse remark. The report is attached as Annexure V. The Board confirms compliance of the provisions of the Secretarial Standards notified by the Institute of Company Secretaries of India (ICSI).

INTERNAL AUDITOR

M/s. Sundaram & Srinivasan, an Independent Chartered Accountant Firm, are the internal auditors of the Company. The reports of the Internal Auditors are placed to the Audit Committee at its meeting

COST RECORDS

During the year under review the maintenance of cost records are not applicable to the Company.

EMPLOYEE SAFETY

The safety and well-being of our employees are paramount. We are dedicated to fostering a safe, healthy, and supportive work environment. Our safety protocols are designed to protect our workforce and ensure compliance with all relevant health and safety regulations.

C. Foreign Exchange Earnings and Outgo

CEO/CFO CERTIFICATION:

In accordance with Regulation 17 of the Listing Regulations, the CEO/CFO certificate for the financial year 2023-24, signed by Mr. Kalpathi S. Suresh and Ms. Saradha Govindarajan, was presented to the Board of Directors during their meeting held on May 28, 2024. The certificate is attached as an annexure to the Corporate Governance Report as ANNEXURE A.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A & B. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

S. Particulars No.	Financial Year
	FY 2023-24	FY 2022-23
A Foreign Exchange earned	-	-
B Foreign Exchange used	3.36	1,117.21
C Net Foreign Exchange earned (a-b)	(3.36)	(1,117.21)

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation 34(f) of the SEBI LODR, a separate report on the Business Responsibility and Sustainability Report, forms part of this Annual Report as Annexure VI.

RECOMMENDATIONS OF AUDIT COMMITTEE

During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

CHANGE IN NATURE OF BUSINESS:

During the year under review there was no change in nature of business of the Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments affecting the financial position of the Company occurred during the financial year ended, i.e. March 31, 2024 to which these financial statements relate and to the date of this report. The following additional information are given: -

The Company has allotted 75,950 Equity Shares of Rs. 10/- each at an issue price of Rs. 68.50 per share through ESOP to employees of the Company and its subsidiaries and also allotted 20,00,000 on conversion of warrants to Equity Shares to promoters of the Company on April 26, 2024 respectively.

The Company has allotted 98,678 equity shares of Rs. 10/- each at an issue price of Rs. 68.50 per share and 921 equity shares Rs. 175.43 per share through ESOP to employees of the Company and its subsidiaries on August 05, 2024. Further the Company has allotted 9500 shares of Rs. 10/- each at an issue price of Rs. 68.50 per share on 2nd .September 2024.

Hence, the paid-up capital of the company has increased to Rs. 71,38,25,950/- as on the date of this report.

Further, Veranda Learning Solutions Limited (the Company), along with its subsidiaries Veranda Race Learning Solutions Private Limited and Veranda XL Learning Solutions Private Limited, has issued NonConvertible Debentures (NCDs) to BPEA and BPEA- identified persons. The total amount of these NCDs does not exceed Rs. 545 Crores out of which 435 Crores have been raised.

TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (lEPF)

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016" ("The Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven consecutive years from the date of transfer of such amount to unpaid dividend account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority.

During the year under review, there was no such instances requiring any transfer by the Company to the IEPF.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year under review, our company is not obligated to comply with the provisions of Section 135 and Schedule VII of the Act, along with the Companies (Corporate Social Responsibility Policy) Rules, 2014 on CSR spending. However , CSR policy is applicable and has been adopted by the Board and

the same is hosted on the website of the Company https://www.verandalearning.com/web/index.php/ corporate-governance-policies.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, the Company hasnt made any application or any proceedings pending against the Company under Insolvency and Bankruptcy, Code 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not made any one-time settlement during the year under review with banks or financial institutions and therefore, this clause is not applicable.

ANNUAL RETURN

The Annual Return of the Company as of March 31, 2024, in Form MGT-7 as Annexure IX, in compliance with Section 92(3) of the Companies Act, along with the Companies (Management and Administration) Rules, 2014, is accessible on the Companys website at https://www.verandalearning.com/web/index.php/ investors-financials

STATEMENT OF DEVIATION OR VARIATION

The funds raised through Preferential Issue have been fully utilised. As a result, the requirement to provide any explanation for deviations or variations doesnt arise.

COMPLIANCE WITH CODE OF CONDUCT.

The Company has framed Code of Conduct for the Board of Directors and Senior Management personnel of the Company. The Code of Conduct is available on the Companys website www.verandalearnings.com. All the Board of Directors and senior management personnel have affirmed compliance with the Code of conduct as on March 31, 2024.

As required under Regulation 34(3) and Schedule V (d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration from Mr. Kalpathi S Suresh, Executive Director Cum

Chairman to this effect is annexed to the Report on corporate governance which forms part of this Annual Report.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on BSE Limited and the National Stock Exchange of India Limited and the Company has paid the applicable listing fees to the Stock Exchanges within the stipulated time for the financial year 2023-24.

PERSONNEL

Employee relations have been very cordial during the financial year ended March 31, 2024. The Board wishes to place on record its appreciation to all the employees in the Company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year.

ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, co-operation and dedication during the year.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors
	Kalpathi S Suresh
Place: Chennai	Executive Director cum
	Chairman
Date: September 03, 2024	DIN: 00526480