Veranda Learning Solutions Ltd Directors Report

Dear Members,

The Board of Directors is pleased to present the report on the business and operations of Veranda Learning Solutions Limited (the Company or Veranda) for the financial year ended March 31, 2026, together with the Companys Audited Standalone & Consolidated Financial Statements and the Independent Auditors Report thereon for the Financial Year ended March 31, 2026.

In compliance with the applicable provisions of the Companies Act, 2013, (the Act), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), this Boards Report is prepared based on the standalone financial statements of the Company for the year under review and also presents the key highlights of performance of subsidiaries and associate companies and their contribution to the overall performance of the Company for the year under review.

1. FINANCIAL SUMMARY AND FINANCIAL HIGHLIGHTS

The financial performance of your Company is stated hereunder:

? in Lakhs

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	2,989.38	4108.24	48,151.06	35,772.95
Other Income	5,246.18	5691.94	3,724.07	4,307.95
Total Income	8,235.56	9,800.18	51,875.13	40,080.90
Profit/(Loss) before tax	1,418.43	(600.49)	6,653.80	(20,794.47)
Exceptional items - Gain/(loss)	(1,078.33)	-	8,610.26	-
Less: Tax expenses	433.35	(215.95)	2,378.32	578.64
Profit/(Loss) after tax	(93.25)	(384.54)	12,885.74	(21,373.11)
Closing balance in Retained Earnings	1,162.04	1,227.50	(24,844.53)	(49,158.81)
EPS Basic (?)	(0.10)	(0.54)	11.84	(34.73)
EPS Diluted (?)	(0.10)	(0.54)	11.73	(34.73)

2. STATE OF THE COMPANYS AFFAIRS

Veranda continued to strengthen its position during 2025-26 as an integrated education platform serving learners across Academics, Commerce, and Competition Test Preparation, alongside its strategic partnership in vocational skilling and global higher education. Through a combination of online, offline, hybrid, and blended learning formats, the Company continued to expand learner access across urban as well as Tier 2 and Tier 3 markets.

The year represented an important phase in the Companys evolution, marked by sharper business alignment and structural initiatives aimed at improving operational agility, scalability, and long-term value creation.

One of the key developments during the year was the approval by shareholders of the Composite Scheme of Arrangement for the proposed demerger of the Commerce vertical into J.K. Shah Commerce Education Limited, subject to receipt of applicable regulatory approvals.

The proposed entity brings together the Companys commerce-focused brands and operations under a dedicated platform for professional qualification training, including CA, CS, CMA, CFA, CPA, and ACCA programs. The restructuring is intended to enable sharper strategic focus, independent growth opportunities, stronger governance visibility, and enhanced operational flexibility for the business.

The Company also restructured its Vocational and Global Higher Education segment through a 50:50 partnership with SNVA Veranda Limited (Formerly Known as SNVA Edutech Limited). The partnership combines Verandas domestic education strengths, learner reach, and university relationships with SNVAs international presence and enterprise ecosystem through its Careerera and Euro American Education platforms. The combined platform is expected to strengthen the Companys presence in global skilling, certification, and higher education pathways while significantly expanding international learner access.

Within the Academics vertical, Veranda K-12 continued to support schools through managed academic solutions encompassing curriculum design, teacher training, assessment systems, digital content delivery, and academic audit frameworks. The vertical further strengthened its focus on outcome-oriented learning and technology-enabled academic delivery, supported by collaborations including its partnership with Cambridge University Press & Assessment.

The Competition Test Preparation vertical continued to serve aspirants preparing for banking, insurance, civil services, railways, SSC, TNPSC, and other state government examinations through its portfolio of brands. The Company maintained a strong focus on multilingual delivery, regional relevance, and accessibility, supported by an expanding network of Preferred Delivery Centres that extend reach into underserved geographies.

The Company remains focused on driving sustainable growth through disciplined execution, stronger integration across its businesses, and learner-centric delivery models. The strategic initiatives undertaken during the year reflect the Companys continued commitment to building focused, scalable, and outcome-driven education businesses capable of creating longterm value for learners, institutions, employees, and shareholders.

3. TRANSFER TO RESERVES

During the year, the Company did not propose any transfer to reserves, considering its financial performance.

4. DIVIDEND

Considering the future business growth plans, the Board of Directors does not recommend any Dividend for 2025-26.

The Companys Dividend Distribution Policy, formulated in accordance with Regulation 43A of the SEBI Listing Regulations and approved by the Board, is available on the Companys website at https:/ / www. veranda lea rnina.com /web/ a p plica tio n / files/4816/7723/37B2./ Dividend Distribution Policy.pdf

5. SHARE CAPITAL

a. Changes to the Authorised Share Capital during the year under review:

During the financial year, the authorised share capital of the Company increased from ? 100,00,00,000/- (Rupees One Hundred Crores Only), comprising 10,00,00,000 (Ten Crores) equity shares of ? 10/- (Rupees Ten Only) each to ? 110,00,00,000/- (Rupees One Hundred and Ten Crores Only), comprising

11.00. 00.000 (Eleven Crores) equity shares of ? 10/- (Rupees Ten Only) each, with effect from June 10, 2025.

Accordingly, as on March 31, 2026, the authorised share capital of the Company stood at ? 110,00,00,000/- (Rupees One Hundred and Ten Crores Only), comprising

11.00. 00.000 (Eleven Crores) equity shares of ? 10/- (Rupees Ten Only) each.

b. Changes to the Paid-up Share Capital during the year under review:

During the year under review, your Company has made the allotments of 2,17,73,387 (Two Crore Seventeen Lakhs Seventy- Three Thousand Three Hundred and Eight Seven) Equity Shares on Preferential/Private Placement Basis and pursuant to exercise of options under Veranda Employee Stock Option Scheme 2022, as stated hereunder

Sr. Date of No. Allotment	Type of Allotment	Issue Price (in Rs) per Equity Share	No. of Equity Shares Allotted
1 July 02, 2025	The allotment was made on a preferential/ private placement basis to the shareholders of Veranda Administrative Learning Solutions Private Limited as consideration for the acquisition of 4,74,89,997 equity shares of \u20b910/- each of Veranda Administrative Learning Solutions Private Limited.	221	21,48,866
2 July 03, 2025	The allotment was made on a preferential/ private placement basis to the shareholder of BB Publication Private Limited as consideration for the acquisition of 1059 equity shares of ? 10/- each of BB Publication Private Limited.	221	11,85,984
3 July 22, 2025	The allotment was made through a Qualified Institution Placement to qualified institutional buyers for cash consideration.	225.20	1,58,71,173
4 September 10, 2025	The allotment was made on a preferential/ private placement basis to the shareholder of Veranda XL Learning Solutions Private Limited as consideration for the acquisition of 9,49,485 equity shares of ? 10/- each of Veranda XL Learning Solutions Private Limited.	248	20,16,124
5 September 10, 2025	The allotment was made to option holders who had exercised their vested stock options under Veranda Learning Solutions Limited - Employee Stock Option Plan 2022.	68.5	1,13,284
6 January 21, 2026	The allotment was made to an option holder who had exercised his vested stock options under Veranda Learning Solutions Limited - Employee Stock Option Plan 2022.	68.5	4,37,956

Except as mentioned above, the Company has not issued any shares or instruments with differential voting rights nor has it granted any sweat equity.

c. Outstanding warrants as on March 31, 2026

During the financial year 2025-26, the Company had 7,78,817 convertible warrants outstanding, which were allotted on a preferential basis to identified nonpromoter investors at an issue price of ? 321 per warrant. Each warrant entitles the holder to subscribe to and be allotted one equity share of the Company upon payment of the balance consideration. In accordance with the terms of issue and the applicable provisions of the Companies Act, 2013 and the SEBI (issue of Capital and

Disclosure Requirements) Regulations, 2018, 25% of the issue price was received upfront at the time of allotment and the remaining 75% is payable at the time of exercise of the warrants within 18 months from the respective dates of allotment. As on March 31, 2026, all 7,78,817 warrants remained outstanding and are convertible into an equivalent number of equity shares upon exercise by the warrant holders within the prescribed period.

6. EMPLOYEE STOCK OPTIONS

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(l)(b) of the Companies Act 2013 (Act) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are set out as Annexure -1 of this Report and are available on the Companys website at web/index.php/annual-reports. The scheme is in compliance with the ESOP Regulations.

The Company has received a Certificate from the Secretarial Auditor 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 and the same is enclosed as Annexure - 2 of this Report.

7. MAJOR EVENTS AND MILESTONES DURING 2025-26

During the financial year 2025-26, the Company and its subsidiaries undertook several strategic initiatives aimed at strengthening the Group structure, enhancing operational efficiency, optimizing capital allocation, and supporting long-term growth. The key developments are summarised below:

a. Acquisition of Remaining Minority Stake in Subsidiaries by Veranda Administrative Learning Solutions Private Limited (May-July 2025)

Veranda Administrative Learning Solutions Private Limited (VALSPL), a wholly owned subsidiary of the Company, completed the acquisition of the remaining minority shareholding in certain subsidiary entities through a combination of share-swap arrangements and cash consideration. Consequently, the following entities became wholly owned subsidiaries of VALSPL:

Entity	Minority Stake Acquired	Mode of Acquisition
Veranda K-12 Learning Solutions Private Limited	24.00%	Share Swap and Cash Consideration
Neyyar Academy Private Limited	24.00%	Share Swap and Cash Consideration
Neyyar Education Private Limited	24.00%	Share Swap and Cash Consideration
BAssure Solutions Private Limited	10.00% Equity and 49.47% Class B OCRPS	Share Swap

The acquisition was implemented in phases, with the initial acquisition through issuance of VALSPL shares in May, 2025 and the balance acquisition through cash consideration in July, 2025. In the case of BAssure Solutions Private Limited, the transaction was completed entirely through a share-swap arrangement. The shares issued by VALSPL pursuant to the share swap were subsequently exchanged for shares of Veranda Learning Solutions Limited in accordance with the provisions of the SEBI (issue of Capital and Disclosure Requirements) Regulations,2018.

b. Acquisition of Additional Stake in BB Publication Private Limited (July, 2025)

During the year, the Company acquired an additional 10.59% stake in BB Publication

Private Limited on a fully diluted basis through consideration other than cash, in accordance with the provisions of the SEBI (issue of Capital and Disclosure Requirements) Regulations,2018. Pursuant to the acquisition, the Companys shareholding in BB Publication Private Limited increased to 51%.

c. Successful Completion of Qualified Institutional Placement (July, 2025)

The Company successfully completed its maiden Qualified Institutional Placement (QIP) during the year and raised ? 357.42 cr. through the issuance of 1,58,71,173 equity shares of face value ? 10 each. The fund raise enhanced the Companys capital base and provided financial flexibility for debt reduction.

d. Redemption of Debentures by Veranda XL Learning Solutions Private Limited (July, 2025)

Utilizing proceeds from the QIP, Veranda XL Learning Solutions Private Limited (VXL), a wholly owned subsidiary of the Company, redeemed 31,000 secured, redeemable, unlisted Non-Convertible Debentures having a face value of ? 1,00,000 each, resulting in a significant reduction in debt obligations.

e. Acquisition of Remaining 24% Stake in Veranda XL Learning Solutions Private Limited (September, 2025)

The Company acquired the remaining 24% equity stake in Veranda XL Learning Solutions Private Limited (VXL) through a combination of share swap and cash consideration.

• 12% stake acquisition through share

swap: On September 10, 2025, the

Company allotted 20,16,124 equity shares of ? 10 each at an issue price of ? 248 per share, aggregating ? 49.99 cr. through a preferential allotment for consideration other than cash.

• 12% stake acquisition through cash

consideration: The balance 12% equity stake was subsequently acquired

through cash consideration.

Consequent to these transactions, VXL became a wholly owned subsidiary of the Company.

f. Approval of Composite Scheme of

Arrangement (September, 2025)

The Boards of Directors of Veranda Learning Solutions Limited (VLS), Veranda XL Learning Solutions Private Limited, and J.K.Shah Commerce Education Limited approved a Composite Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 on September 11, 2025.

During the year, the Company received observation letters containing no adverse observations from BSE Limited and the National Stock Exchange of India Limited on January 19, 2026 and January 20, 2026, respectively.

The Company Application in relation to the Scheme was filed with the Elonble National Company Law Tribunal (NCLT) on January

27, 2026.

Pursuant to the directions of the NCLT, the meeting of the equity shareholders of VLS was held on April 24, 2026, through video conferencing, wherein the Scheme was approved by the shareholders with the requisite majority, and thereafter, the petition for sanction of the Scheme was filed with the NCLT on April 29, 2026.

The Scheme remains subject to receipt of all requisite statutory and regulatory approvals, including approval of the NCLT.

g. Strategic Divestment of Vocational Segment and Acquisition of Stake in SNVA (September-October, 2025)

As part of its strategic business realignment, the Company divested its vocational education segment through the transfer of its vocational education subsidiaries to SNVA Veranda Limited (formerly known as SNVA Edutech Limited) (SNVA).

Pursuant to the transaction:

• The Company transferred its entire shareholding in Brain4ce Education Solutions Private Limited and Veranda Management Learning Solutions Private Limited to SNVA and was allotted 15,432 equity shares of SNVA as consideration.

• Veranda Administrative Learning Solutions Private Limited (VALSPL) transferred its entire shareholding in Six Phrase Edutech Private Limited to SNVA and was allotted 2,902 equity shares of SNVA as consideration.

Consequently, the aforesaid entities ceased to be subsidiaries of the Company and VALSPL. Following the allotment of shares, the Company together with VALSPL collectively holds 50% of the equity share capital of SNVA, resulting in SNVA becoming an Associate Company of Veranda Learning Solutions Limited.

The restructuring is aligned with the Companys objective of streamlining its

business portfolio, sharpening strategic focus, and creating long-term value for stakeholders.

h. Redemption of Non-Convertible Debentures (February, 2026)

During February 2026, the Companys wholly owned subsidiary. Veranda Race Learning Solutions Limited, redeemed in full its secured, redeemable, unlisted Non- Convertible Debentures aggregating ? 100 cr. In addition, the Company redeemed Non-Convertible Debentures aggregating ? 25 cr. in full.

The redemption of the aforesaid debentures by both the Company and Veranda Race Learning Solutions Limited was funded through a term loan of ? 140 cr. availed from City Union Bank Limited by the Company.

8. SIMPLIFICATION OF THE ORGANISATION STRUCTURE OF THE SUBSIDIARIES OF THE COMPANY

As part of the ongoing legal entity simplification workstream, the Company undertook the following initiatives during 2025-26. While certain initiatives were completed during the year, others remain in progress and are expected to continue into 2026-27. The Company remains committed to further optimizing and streamlining its legal entity structure as part of this ongoing exercise.

a. Amalgamation of Sreedhar CCE Learning Solutions Private Limited with Veranda Race Learning Solutions Private Limited

The Scheme of Arrangement for the amalgamation of Sreedhar CCE Learning Solutions Private Limited (SCCE), a step- down subsidiary of the Company, with Veranda Race Learning Solutions Private Limited (VRLS), a wholly owned subsidiary of the Company, was approved by the Regional Director, Southern Region, Ministry of Corporate Affairs, vide order dated October 16, 2025. Pursuant to the Scheme becoming effective, SCCE stands amalgamated with VRLS and has ceased to exist as a separate legal entity.

b. Proposed Amalgamation of Veranda K-12 Learning Solutions Private Limited with VALSPL (August, 2025)

The Boards of Directors of Veranda K-12 Learning Solutions Private Limited

(Transferor Company), a stepdown subsidiary of the Company, and Veranda Administrative Learning Solutions Private Limited (Transferee Company), a wholly owned subsidiary of the Company, approved a Scheme of Amalgamation at their respective meetings held on August 4, 2025.The Scheme was subsequently filed with the Plonble National Company Law Tribunal (NCLT).

Pursuant to its Interim Order dated April 27, 2026, the Plonble NCLT dispensed with the meetings of the equity shareholders and unsecured creditors of both companies and directed the filing of the second motion petition, which was accordingly filed on May 11, 2026.

The proposed scheme provides for the amalgamation of the Transferor Company with the Transferee Company, subject to receipt of necessary statutory and regulatory approvals, including approval from the Plonble National Company Law Tribunal (NCLT) and other applicable authorities. The amalgamation is expected to simplify the Group structure and enhance operational efficiencies.

c. Internal Restructuring and Proposed Amalgamation of Group Entities (March, 2026)

On March 11, 2026, Veranda Administrative Learning Solutions Private Limited (VALSPL), a wholly owned subsidiary of the Company, transferred its entire shareholding in Neyyar Academy Private Limited and Neyyar Education Private Limited to Veranda Race Learning Solutions Private Limited (VRLSPL), a wholly owned subsidiary of the Company. Further, the Boards of Directors of Veranda IAS Learning Solutions Private Limited, Neyyar Academy Private Limited and VRLSPL approved a Scheme of Amalgamation for the merger of Veranda IAS Learning Solutions Private Limited and Neyyar Academy Private Limited with VRLSPL, subject to receipt of requisite statutory and regulatory approvals, including approval of the Regional Director (Southern Region). The proposed restructuring is aimed at streamlining the Group structure and enhancing operational efficiencies.

BOARDS REPORT (CONTD.)

9. SUBSIDIARIES, ASSOCIATES & JOINT VENTURE

As on March 31, 2026, the Company has 15 (Fifteen) subsidiaries including 8 (Eight) direct subsidiaries and 7 (Seven) step-down subsidiaries and 1 (One) associate. As on March 31, 2026, there is no Joint Venture.

Corporate structure as on March 31,2026

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 and Associate, in Form AOC-1 is attached as Annexure - 3 of this report.

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 web/index.php/investors-financials. The Company had adopted a Policy for determining Material Subsidiaries in line with the requirements of the SEBI Listing Regulations and the same can be accessed on the Companys website at of Material Subsidiaries.pdf

Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, the following companies became/ ceased to be subsidiaries, joint ventures or associate companies during the financial year:

Name of Company	Relationship	Became/Ceased	Effective Date
Brain4ce Education Solutions Private Limited	Subsidiary	Ceased	September 30, 2025
Veranda Management Learning Solutions Private Limited	Subsidiary	Ceased	September 30, 2025
Six Phrase Edutech Private Limited	Step down Subsidiary	Ceased	September 30, 2025
Talentely Innovative Solutions Private Limited	Step down Subsidiary	Ceased	September 30, 2025
SNVA Veranda Limited (Formerly known as SNVA Edutech Limited)	Associate	Became	September 30, 2025
J.K.Shah Commerce Education Limited	Subsidiary	Became	August 13, 2025

10. BOARD MEETINGS

The Board of Directors meet regularly to review the Companys business policies, strategies and key governance matters. Effective oversight of operations is ensured through quarterly meetings supported by detailed presentations. The agenda for Board and Committee meetings is circulated along with detailed notes on the items to be discussed, enabling Directors to take informed decisions.

The Board met 10 times during the year under review. Details of the Board meetings, including attendance of the Directors, are provided in the Corporate Governance Report which forms part of this Annual Report. The gap between two consecutive meetings did not exceed 120 days, in compliance with the Companies Act, 2013 (the Act) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations).

The composition of the Board of Directors and its Committees is in compliance with the provisions of the Act and the SEBI Listing Regulations. The Corporate Governance Report forming part of this Annual Report includes detailed information on the composition of the Board and its Committees.

11. BOARD EVALUATION

Pursuant to the provisions of Section 134(3) (p) and Section 149(8) read with Schedule IV of the Act, and in accordance with the SEBI Listing Regulations, the Company conducted an annual performance evaluation of the Board, its Committees, and individual Directors. The evaluation criteria were defined in the Nomination and Remuneration Policy adopted by the Board.

The Board and the NRC reviewed the performance of Individual Directors on the basis of criteria such as preparedness for meetings, meaningful and constructive participation and the quality of inputs provided during deliberations. In addition, the Board assessed the adequacy, timeliness and effectiveness of the flow of information between the Companys Management and the Board to enable informed decision making.

In a separate meeting of the Independent Directors, the performance of the Non Independent Directors, the Board as a whole and the Chairman of the Company was evaluated. The outcomes of the evaluation process were discussed by the Board. Further details on the Board Evaluation Process are provided in the Corporate Governance Report.

12. BOARD OF DIRECTORS

The Board of Directors of the Company consists of individuals with strong experience, integrity and leadership capabilities. The Directors bring valuable financial knowledge and strategic understanding to the Board. They are committed to the Company and devote adequate time to Board meetings and their preparation.

As on March 31, 2026, the Board comprised of 9 Directors, including 5 Non-Executive Independent Directors, 3 Non-Executive Non- Independent Directors, and 1 Executive Director. Details of the Board composition are provided in the Corporate Governance Report, which forms part of this Annual Report.

In line with the requirements of the SEBI Listing Regulations, the Board has identified the key skills, expertise and competencies required for effective oversight of the Companys business. Details of the core skills and competencies of the Directors are set out in the Corporate Governance Report, which forms part of this Annual Report.

The Board is of the opinion that all Directors, including the Director re-appointed during the year under review, have the required qualifications, experience and expertise and maintain high standards of integrity.

The criteria for determining the qualifications, positive attributes and independence of Directors are set out in the Nomination and Remuneration Policy at . com/web/application/files/9416/7723/3783/ Nomination and Remuneration Policy.pdf

Re-appointment/Resignation of Directors during 2025-26

Mr. Kalpathi S Ganesh (DIN: 00526451), Non- Executive, Non-Independent Director of the Company, who retired by rotation in terms of Section 152(6) of the Act, was re-appointed by the Members at the 7th Annual General Meeting held on September 29, 2025.

Mr. Jitendra Kantilal Shah (DIN: 01795017) Non- Executive, Non-Independent Director of the Company, ceased to be a Director of the Company with effect from October 28, 2025, following his resignation. The Board places on record its appreciation for his invaluable

contribution and guidance during his tenure as Director with the Company.

Re-appointment of Director retiring by rotation

Pursuant to Section 152(6)(c) of the Companies Act, 2013, Ms. Kalpathi A Archana (DIN: 05331133) Non-Executive Non-Independent Director of the Company, retires by rotation at the ensuing AGM and being eligible, seeks re-appointment in terms of the provisions of the Companies Act, 2013.

Non- Executive Director

As on March 31,2026 Mr. Kalpathi S. Aghoram (DIN: 00526585) Mr. Kalpathi S. Ganesh (DIN:0052645l), and Ms. Kalpathi A. Archana (DIN: 05331133) were Non-Executive Directors of the Company.

Independent Directors

As on March 31, 2026, Mr. Lakshminarayanan Seshadri (DIN: 01753098), Mr. P. B. Srinivasan (DIN: 09366225), Mr. Ashok Misra (DIN: 00006051), Ms. N. Alamelu (DIN: 07921583), and Ms. Revathi S. Raghunathan (DIN: 01254043) were Independent Directors of the Company.

Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, read with the relevant rules, and Regulation 16(l)(b) of the SEBI Listing Regulations. They have also confirmed continued compliance with the Code of Conduct for Independent Directors set out in Schedule IV to the Act Further, in accordance with Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have affirmed that they are not aware of any circumstance or situation existing or anticipated, that could affect their ability to exercise independent judgement or discharge their duties objectively and without external influence. The Directors have also confirmed that they are not debarred from holding the office of director by any order of SEBI or any other authority.

In the opinion of the Board, there has been no change in the circumstances that could affect the independence of the Independent Directors. The Board is satisfied with the integrity, expertise and experience of all the Independent Directors, including their proficiency as required under the Act and the applicable rules. Further, in

accordance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have included their names in the Independent Directors data bank and have complied with the requirement of passing the proficiency test, as applicable.

The terms and conditions of appointment of the Independent Directors are placed on the website at web/a pplication/files/l 917/7157/0150/Draft Terms and Conditions for Appointment of Independent Director.pdf

The Company has disclosed the Directors familiarisation program on its website at https:// files/7817/7729/4760/Familiarization Program FY 2025-26.pdf

Pecuniary relationship or transactions with the Company

During the year, Non-Executive Independent Directors had no pecuniary relationship or transactions with the Company, other than sitting fees received for attending meetings of the Board and its Committees

Further, in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following Directors extended unsecured loans to the Company, the outstanding balances of which as at March 31, 2026 were as follows:

Name of the Director	Designation	Outstandinc March 31,2026	1 Loan as at [? in Lakhs)
Mr. Kalpathi S Suresh	Executive Director S, Chairman	1,130.33
Mr. Kalpathi S Aghoram	Vice Chairman and Non-Executive Non- Independent Director	1,130.33
Mr. Kalpathi S Ganesh	Non-Executive Non-Independent Director	1,130.33

In addition, the aforesaid Directors have provided personal guarantees and pledged certain equity shares held by them in the Company as security for the credit facilities availed by the Company from City Union Bank Limited. Further, the said Directors have also pledged certain equity shares held by them in the Company as security for the credit facilities availed by Veranda XL Learning Solutions Private Limited, a wholly owned subsidiary of the Company, from RBL Bank Limited.

13. KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Saradha Govindarajan, the Chief Financial Officer has resigned w.e.f. May 05, 2025 and Mr. Saurani Pathan Mohasin Khan has been appointed as the Chief Financial Officer of the Company w.e.f. May 06, 2025.

As on March 31, 2026, Mr. Kalpathi S Suresh (DIN:00526480), Executive Director cum Chairman, Mr. Saurani Pathan Mohasin Khan, Chief Financial Officer and Mr. S. Balasundharam, Company Secretary & Compliance Officer are the Key Managerial Personnel (KMPs) of the

Company in accordance with the provisions of Section 203 of the Act and the SEBI Listing Regulations.

14. COMMITTEES OF THE BOARD

As required under the Act and the SEBI Listing Regulations, the Company has constituted the following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

Details such as terms of reference, composition and meetings held during the year under review for these committees are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

15. MANAGEMENT DISCUSSION & ANALYSIS

As per Regulation 34 of the SEBI Listing Regulations, a separate section on the Management Discussion and Analysis Report (the MDAR) highlighting the business of your Company

forms part of the Annual Report. It inter-alia, provides details about the economy, business performance review of the Companys various businesses and other material developments during the year 2025-26.

16. CONSOLIDATED FINANCIAL STATEMENT HIGHLIGHTS

Pursuant to Section 129(3) of the Act and SEBI Listing Regulations, 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 Annual report.

17. PUBLIC 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.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given, guarantees given, investments made and securities provided by the Company during the year under review, are in compliance with the provisions of Section 186 of the Act and the Rules made thereunder and details thereof are given in the Notes to the Accounts of the Standalone Financial Statements which forms part of the Annual Report. All the loans given by the Company to the bodys corporate are for business purposes.

19. 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 decision-making 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. During the year under review, there has been no change to the Policy. Furthermore, the Nomination and Remuneration Policy is accessible on the Companys official website, providing transparency and easy access to interested stakeholders at . com/web/application/files/9416/7723/3783/ Nomination and Remuneration Policy.pdf.

20. RISK MANAGEMENT

In accordance with Section 134(3)(n) of the Act, and Regulation 21 of the SEBI Listing Regulations, 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:// files/4316/7723/3788/Risk Management Policy.pdf.

21. 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 Auditor pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Independent Auditor Report.

22. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

The Statutory Auditor 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.

23. 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 Listing Regulations 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.

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

24. 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, 2026, the Board of Directors hereby confirms that:

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

b. 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, 2026 and of the profit/loss of your Company for the year ended on that date.

c. the Directors havetaken properand 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;

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

e. 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.

25. RELATED PARTY TRANSACTIONS

The Company has a well-defined process of identification of related parties and transactions

with related parties, its approval and review process. The Policy on Related Party Transactions as formulated by the Audit Committee and approved by the Board is hosted on the Companys website and can be accessed at application/files/3717/8014/6447/VLS RPT Policy, pdf

All contracts, arrangements and transactions entered by the Company with related parties during 2025-26, were in the ordinary course of business and on an arms length basis and were carried out with prior approval of the Audit Committee. All related party transactions that were approved by the Audit Committee were periodically reported to the Audit Committee.

During 2025-26, all related party transactions exceeding the materiality threshold prescribed under Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations were approved by the shareholders, wherever such approval was required.

During the year under review, the details of material related party transactions entered into by the Company, in terms of the provisions of Section 188(l) of the Companies Act, 2013, are provided in Form No. AOC-2, enclosed as Annexure - 4 to this Report.

The details of all related party transactions undertaken during 2025-26 are disclosed in the accompanying financial statements.

26. BOARD AND COMMITTEE MEETINGS

The details of the Board and other Committee meetings, including attendance at such meetings, are provided in the Corporate Governance Report forming part of this Annual Report.

The intervals between the Board meetings adhered to the maximum period prescribed under the Act, and the SEBI Listing Regulations, as amended and notified from time to time.

27. 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.

28. PARTICULARS OF EMPLOYEES, REMUNERATION

OF directors/kmp

The information of remuneration and other details as required under Section 197(12) of the Act read with Rule 5(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - 5 attached to this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said statement is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at secretariaka) verandalearning.com.

29. 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.

30. COMPLIANCE OF THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961

During the year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961.

31. CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere to all the conditions laid down in the SEBI Listing Regulations with respect to Corporate Governance. Pursuant to Regulation 34(3) of the Listing Regulations read with Schedule V thereof, the Corporate Governance Report has been furnished in the Annual Report and forms part of the Annual Report.

A certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations forms part of this Annual Report.

The Executive Chairman and the Chief Financial Officer of the Company have certified to the Board the financial statements and other matters in accordance with Regulation 17(8) of the SEBI Listing Regulations pertaining to CEO/ CFO certification for the financial year ended March 31, 2026, and the same forms part of the Corporate Governance Report.

32. STATUTORY AUDITOR

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. Deloitte Elaskins & Sells, Chartered Accountants (FRN: 008072S), were appointed as the Statutory Auditor of the Company at the 3rd Annual General Meeting held on October 29, 2021, for a term of five years, concluding at the 8th Annual General Meeting to be held in the financial year 2026-27.

Further, the Board at its meeting held on May 30, 2026, based on the recommendation of the Audit Committee, approved the proposal relating to appointment of M/s Suresh Surana & Associates LLP, (iCAl Firm Registration No. 121750W/WI00010), as the Statutory Auditor of the Company for a

term of five consecutive years commencing from the conclusion of the 8th Annual General Meeting to be held in the year 2026 up to the conclusion of the 13th AGM to be held in the year 2031, subject to Shareholders approval and other statutory requirements and in accordance with the laws and regulations in India and other jurisdictions as applicable. The above proposal is placed before the Members at ensuing 8th AGM for their approval.

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 Elaskins &. Sells, Chartered Accountants, based in Chennai. The Independent Auditors Report, provided by the Auditor 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.

33. SECRETARIAL AUDITOR

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the Annual General Meeting held on September 29, 2025, approved the appointment of M/s. S. Sandeep 8, Associates, Practicing Company Secretaries, Chennai (Firm Registration No: P2025TN103600), as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from April 01, 2025 until March 31, 2030.

The Secretarial Audit Report issued by M/s. S. Sandeep <5. Associates, Practicing Company Secretaries, Chennai (FRN: P2025TN103600),

for the financial year ended March 31, 2026, is attached to this Report as Annexure - 6. The Report does not contain any qualifications, reservations, or adverse remarks.

The Secretarial Audit of the material subsidiaries of the Company for the financial year 2025-26 has been duly completed, and the reports do not contain any qualifications or adverse

remarks. The reports are attached to this Report as Annexure - 7.

34. SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable Secretarial Standards on Board Meetings and General Meetings issued by The Institute of Company Secretaries of India, as mandated under Section 118 of the Act.

35. INTERNAL AUDITOR

M/s. Sundaram S, Srinivasan, an independent firm of Chartered Accountants, are the Internal Auditor of the Company. The reports of the Internal Auditor are placed before the Audit Committee at its meetings.

36. COST RECORDS

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

37. EMPLOYEE SAFETY

The safety and well-being of our employees are paramount. We are dedicated to fostering a safe, healthy, and supportive work environment.

C. Foreign Exchange Earnings and Outgo

Our safety protocols are designed to protect our workforce and ensure compliance with all relevant health and safety regulations.

38. CEO/CFO CERTIFICATION

In accordance with Regulation 17 of the SEBI Listing Regulations, the CEO/CFO certificate for the financial year 2025-26, signed by Mr. Kalpathi

S. Suresh and Mr. Saurani Pathan Mohasin Khan, was placed before the Board of Directors at its meeting held on May 30, 2026. The certificate is attached as an annexure to the Corporate Governance Report.

39. 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.

(? in Lakhs)

S. Particulars No.	Financial Year
	2025-26	2024-25
A Foreign Exchange earned	-	-
B Foreign Exchange used	21.52	318.30
C Net Foreign Exchange earned (a-b)	(21.52)	(318.30)

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

41. RECOMMENDATIONS OF AUDIT COMMITTEE

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

42. CHANGE IN NATURE OF BUSINESS:

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

43. 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 or commitments affecting the financial position of the Company

which occurred between the end of the financial year to which these financial statements relate and the date of this Report.

44. 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 (lEPF) 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 lEPF Authority.

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

45. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year under review, the provisions of Section 135 of the Companies Act, 2013 were applicable to the Company. However, the Company was not required to spend any amount towards Corporate Social Responsibility (CSR) during the year, as the average net profits of the three immediately preceding financial years, computed in accordance with Section 198 of the Companies Act, 2013, did not result in any CSR spending obligation.

The Companys CSR Policy has been duly adopted by the Board of Directors and is hosted on the website of the Company at

ind ex. php/corp orate-governance-policies.

The Annual Report on CSR for FY 2025-26, as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is enclosed as Annexure - 8 to this Boards Report

46. 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.

47. 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.

48. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026, in Form MGT-7, in compliance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on the Companys website at web/index.php/investors-financials

49. 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. verandalearning.com. All the Board of Directors and senior management personnel have affirmed compliance with the Code of conduct as on March 31, 2026.

As required under Regulation 34(3) and Schedule V (d) of SEBI Listing Regulations, a declaration from Mr. Kalpathi S Suresh, Executive Director S, Chairman to this effect is annexed to the Report on corporate governance which forms part of this Annual Report.

50. 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 2025-26.

51. PERSONNEL

Employee relations have been very cordial during the financial year ended March 31, 2026. 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.

52. ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation 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
Date: July 14, 2026	Executive Director & Chairman
Place: Chennai	DIN: 00526480