Veranda Learning Solutions Ltd Directors Report

Dear Members,

The Board of Directors is pleased to present the report on the business and operations of your Company (the Company or Veranda) for the financial year ended March 31 2025, along with the audited financial statements. Wherever applicable, references have been made to the consolidated performance of the Company and its subsidiaries.

^FINANCIAL RESULTS:

The financial performance of your Company is stated hereunder:

Rs in Lakhs

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	4,108.24	3,940.85	47,086.56	36,173.06
Other Income	5,691.94	1,873.76	4,740.25	828.68
Total Income	9,800.18	5,814.61	51,826.81	37,001.74
Profit/(Loss) before tax	(600.49)	2,049.65	(25,458.67)	(8,256.18)
Less: Tax expenses	(215.95)	(283.36)	(293.63)	(547.47)
Profit/(Loss) after tax	(384.54)	2,333.01	(25,165.04)	(7,708.71)
Closing balance in Retained Earnings	1,227.50	1,612.04	(49,154.66)	(22,689.06)
EPS Basic (Rs)	(0.54)	3.53	(34.73)	(12.20)
EPS Diluted (Rs)	(0.54)	3.41	(34.73)	(12.20)

^STATE OF THE COMPANYRsS AFFAIRS

Veranda Learning Solutions is a listed, full-spectrum education company committed to delivering end-to- end learning solutions across the learner lifecycle—from K-12 education and competitive test preparation to higher education, professional certification, and career-focused upskilling. Our mission is rooted in accessibility, learner-centricity, and outcome-focused delivery. With a presence across metros and Tier 2/3 cities, Veranda continues to bridge the education-employability gap by combining academic rigour with real-world relevance.

Veranda 2.0: A Strategic Inflection Point

FY 2024-25 marked a transformational shift as we transitioned from a phase of high-velocity expansion to a focused period of consolidation—Veranda 2.0. Having built a robust portfolio of respected education brands, we directed our efforts this year toward integration, operational efficiency, and cross-brand synergy. This new phase places a sharper emphasis on streamlining processes, driving learner outcomes, and ensuring longterm value creation.

The company is now structured around four core verticals—Commerce, Academics, Vocational, and Test Preparation—each operating with clear objectives, defined audiences, and aligned delivery strategies.

Vertical-Led Ecosystem Commerce:

Our Commerce vertical has grown into a formidable force, with legacy brands such as JK Shah Classes, Tapasya Educational Institutions, Logic School of Management, BB Virtuals, and Navkar Digital under its fold. These institutions offer integrated academic programs alongside premier finance certifications like CA, CMA, ACCA, CS, and CFA. Strategic acquisitions in February 2025 have further expanded our digital delivery capabilities and national reach.

Academics:

Veranda K-12 forms the backbone of our Academics vertical, managing schools in Tamil Nadu and Karnataka. This vertical provides curriculum design, teacher development, academic audit systems, and digital content, while our partnership with Cambridge University Press & Assessment has unlocked globally benchmarked learning pathways.

Vocational:

Through Edureka, Veranda HigherEd, Six Phrase, and Phire, we offer industry-aligned programs in Data Science, Cloud Computing, AI/ML, FinTech, Cybersecurity, and more. Our offerings include shortterm certifications, executive education, and MBA programs delivered in partnership with reputed institutions. These courses are supported by robust career enablement services, especially focused on Tier 2/3 learners.

Test Preparation:

This vertical continues to be one of VerandaRss strongest pillars. Our brands—Veranda RACE, Veranda IAS, and Talent Academy—serve aspirants

of Civil Services, Banking, SSC, State PSCs, and Judiciary exams. Programs are delivered through a blend of rigorous content, experienced faculty, and hybrid formats that ensure academic discipline and measurable outcomes.

Pedagogy & Delivery: Outcome-Driven,

Technology-Enabled

At the heart of our delivery is a 360-degree learning framework that integrates curriculum structure, adaptive assessments, real-time mentoring, and digital learning tools. Our formats include:

• Online: Self-paced and live instructor-led programs

• Blended: Combination of recorded content and classroom support

• Offline Hybrid: In-centre instruction supplemented by digital resources

• Campus-in-Campus: Embedded learning

models inside partner institutions

This learner-first architecture allows us to serve diverse education goals while maintaining consistency, quality, and reach.

Highlights of 2024-25

The year saw key initiatives that solidified our market position:

Way Forward

Looking ahead, Veranda is focused on deepening its presence across core verticals, enhancing learner engagement, and maintaining a healthy balance between scale and sustainability. Our strategic priorities include:

• Broadening certification and degree-linked programs

• Strengthening digital platforms and content innovation

• Expanding the PDC model to deepen regional footprint

• Pursuing select international opportunities

• Enhancing brand equity through storytelling and outcome visibility

As we move into the next phase of our journey, Veranda Learning remains steadfast in its mission to build a purpose-led, future-ready, and scalable education ecosystem that equips learners for lifelong success.

f CORE INVESTMENT COMPANY l (CIC) REGISTRATION

The Company had earlier submitted an application to the Reserve Bank of India (rbi) seeking registration as a Core Investment Company (cic). Subsequently, the Company informed the RBI that it was in the process of restructuring its business activities, as a result of which it would no longer meet the eligibility criteria for classification as a CIC. During the financial year ended March 31 2025, the Company received a response from the RBI stating that registration as a Core Investment Company was not required.

^TRANSFER TO RESERVES

In view of the financial performance during the year, the Company has not proposed any transfer to its reserves.

^DIVIDEND

During the financial year, the Board of Directors does not recommend any dividend. However, the CompanyRss Dividend Distribution Policy, formulated in accordance with Regulation 43A of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) and approved by the Board, is available on the CompanyRss website https://www.verandalearning.com/web/application/ files/4816/7723/3782/Dividend Distribution Policy. pdf

SHARE CAPITAL

Authorised Share Capital:

As on 31 March, 2025, the authorised share capital of the Company was Rs 100 cr. comprising of 10 cr. Equity Shares of Rs 10/- each.

Paid-up Share Capital:

Preferential Allotment for Cash

During the year, your Company issued and allotted 11,98,630 equity shares of Rs 10 each at an issue price of Rs 292 per share (including a premium of Rs 282 per share), on a preferential basis for cash consideration.

Preferential Allotment other than Cash

During the year, the Company allotted 15,58,352 equity shares of Rs 10 each at an issue price of Rs 292 per share (including a premium of Rs 282 per share), on a preferential basis for consideration other than cash. This allotment was made for the purpose of aquiring equity shares of Navkar Digital Institute Private Limited.

Further, the Company allotted 2,56,671 equity shares of Rs 10 each at an issue price of Rs 292 per share (including a premium of Rs 282 per share), also on a preferential basis for consideration other than cash. This allotment was carried out to facilitate the acquisition of equity shares of Veranda Administrative Learning Solutions Private Limited.

Employee Stock Options

During the year, your Company allotted 1,85,049 Equity Shares of Rs 10/- each at a premium of Rs 58.5/- 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/annual- reports The scheme is in compliance with the ESOP Regulations.

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.

Conversion of Warrants into Equity Shares

During the year, the promoters exercised their right to convert 20,00,000 convertible warrants into equity shares by remitting Rs 46,05,00,000, representing 75% of the warrant issue price of Rs 307 per warrant. The balance 25% of the consideration, amounting to Rs 15,35,00,000, had been received at the time of

warrant allotment. Consequently, the Company allotted 20,00,000 equity shares of Rs 10 each at an issue price of Rs 307 per share (including a premium of Rs 297 per share).

As a result, the paid-up share capital of the Company as on 31 March, 2025 increased to Rs 74,39,62,480, comprising 7,43,96,248 equity shares of face value Rs 10 each, up from Rs 69,19,75,460.

Convertible Warrants:

During the year, the Company allotted 7,78,817 convertible warrants on a preferential basis to nonpromoters for cash consideration, in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Each warrant is convertible into one fully paid-up equity share of face value Rs 10 each of the Company, at any time within 18 months from the date of allotment. The issue price per warrant is Rs 321, (including a premium of Rs 311 per warrant).

The Details of Warrants are as follows:-

S. No	Particulars	Details
1	Date of issue and allotment of warrants	Date of Issuance of Warrant is January 09 2025 and the Date of Allotment of Warrants is February 27 2025 and March 03 2025
2	Number of warrants	7,78,817 Convertible Warrants
3	Whether the issue of warrants was by way of preferential allotment, private placement, public issue;	The Issuance of Warrants is through Preferential Basis.
4	Issue Price	Rs 321 Per Warrant
5	Maturity Date	August 26 2026 and September 02 2026
6	Amount raised, specifically stating as to whether twenty five percent of the consideration has been collected upfront from the holders of the warrants;	Rs 6,25,00,064.25 (i.e., 25% of the Consideration collected from the holders of warrants)
7	Terms and conditions of warrants including conversion terms	As per SEBI ICDR Regulations and other applicable rules.

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 doesnRst arise.

Redemption of Secured, Redeemable, Unlisted Non-Convertible Debentures

On February 28, 2025, the Company redeemed 41,65,880 (Forty-One Lakh Sixty-Five Thousand Eight Hundred Eighty) secured, redeemable, unlisted Non-Convertible Debentures (NCDs) of face value 5100/- (Rupees One Hundred Only) each, which were originally allotted to the debenture holders on September 16, 2021.

SUBSIDIARY COMPANY(IES)

During the year, your company acquired 40.41% of the paid-up share capital of BB Publication Private Limited (BB Publication) for cash consideration. BB Virtuals Private Limited (BB Virtuals) is a wholly owned subsidiary of BB Publication.

Additionally, your company acquired 65% of the paid- up share capital of Navkar Digital Institute Private Limited (Navkar) through a non-cash transaction involving a swap of equity shares of VLS in exchange for shares of Navkar.

Furthermore, through Veranda Administrative Learning Solutions Private Limited, your company acquired an additional 4% of the paid-up equity share capital and 100% of the Class A optionally convertible redeemable preference shares of BAssure Solutions Private Limited (BAssure) for consideration other than cash, by way of a share swap (i.e., equity shares of VALS exchanged for shares of BAssure). As a result, VALSRs equity holding in BAssure increased to 90% of the paid-up equity share capital and 50.53% of the preference share capital.

Veranda Race Learning Solutions Private Limited (VRL)

During the year, the Boards of Directors of Veranda Race Learning Solutions Private Limited and Sreedhar CCE Learning Solutions Private Limited approved a Scheme of Merger between Veranda Race Learning Solutions Private Limited (Transferee Company) and Sreedhar CCE Learning Solutions Private Limited (Transferor Company), a wholly owned subsidiary of VRL. The merger is subject to requisite approvals from statutory and regulatory authorities, as well as from the respective shareholders and creditors of the companies involved. The primary objective of the merger is to rationalise and consolidate the group structure. The merger does not involve any cash consideration or issuance of shares.

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 CompanyRss 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/annual-reports. The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the CompanyRss website in the link https://www.verandalearning. com/web/application/files/8116/7793/3786/Policy for Determination of Material Subsidiaries.pdf.

Board Meetings

The Board met six times during the year under review. Details of the Board meetings, including attendance of the Directors, are provided in the Corporate Governance Report.

The composition of the Board of Directors and its Committees is in compliance with the provisions of the Companies Act, 2013 (the Act) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR). The Corporate Governance Report, provided in Annexure IV to this Report, includes detailed information on the composition of the Board and its Committees.

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 LODR, 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 evaluation of the Board was based on various parameters, including the composition and diversity of the Board, availability of multi-disciplinary skills, commitment to corporate governance, and adherence to regulatory compliance. A separate meeting of Independent Directors was held to evaluate the performance of the Board and NonIndependent Directors.

The Board also assessed the functioning and effectiveness of its committees, and the performance of Independent Directors, in line with the guidelines prescribed by SEBI.

For comprehensive details and insights into the performance evaluation process and outcomes, please refer to the Corporate Governance Report forming part of this Annual Report

^ DIRECTORS AND KEY l MANAGERIAL PERSONNEL:

Re-appointment of director retiring by rotation

Pursuant to Section 152(6)(c) of the Companies Act, 2013, Mr. Kalpathi S. Ganesh, (DIN:00526451) NonExecutive Director of the Company, retires by rotation and, being eligible, offers himself for re-appointment. His re-appointment is being placed before the 07th Annual General Meeting for the approval of the shareholders.

Independent Directors

During the financial year under review, Mr. Kasaragod Ullas Kamath (DIN: 00506681) ceased to be a NonExecutive Independent Director of the Company upon completion of his tenure on October 28 2024. The Board of Directors places on record its sincere appreciation for the invaluable contributions, leadership, and guidance provided by him during his tenure.

Mr. Ashok Misra (DIN: 00006051) and Ms. N. Alamelu (DIN: 07921583) were appointed as Additional Directors (Non-Executive Independent) by the Board of Directors with effect from October 15 2024, to hold office until the conclusion of the ensuing Annual General Meeting. Subsequently, their appointments were approved by the members of the Company at the Extra-Ordinary General Meeting held on November 07 2024. Accordingly, Mr. Ashok Misra and Ms. N. Alamelu have been appointed as NonExecutive Independent Directors of the Company, not liable to retire by rotation, for a term of five (5) years commencing from October 15 2024, and ending on October 14 2029 (both days inclusive).

Re-appointment of Independent Directors

Mr. Lakshminarayanan Seshadri (DIN: 01753098), Mr. P. B. Srinivasan (DIN: 09366225), and Mrs. Revathi S. Raghunathan (DIN: 01254043), Non-Executive Independent Directors of the Company, whose first term expired on October 28 2024, were reappointed for a second term by the members at the Extraordinary General Meeting held on November 07 2024 to hold office from October 29 2024, to October 28 2029.

The Company has received declarations from all the Independent Directors currently serving on the Board as of the end of the financial year 2024-25. 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 DirectorRss 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. veranda learning.com/web/index.php/ corporate-governance-policies

The Company has disclosed the DirectorRss 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.

Appointment of Non- Executive Director

Mr. Jitendra Kantilal Shah (DIN: 01795017), who was appointed as an Additional Director (Non-Executive, Non-Independent) by the Board of Directors on October 15 2024, to hold office until the ensuing Annual General Meeting, was appointed as a Non-Executive, Non-Independent Director of the Company, liable to retire by rotation, at the Extraordinary General Meeting held on November 07 2024.

Key Managerial Personnel

Mr. M. Anantharamakrishnan ceased to be the Company Secretary and Compliance Officer of the Company upon his superannuation on August 11 2024. Subsequently, Mr. S. Balasundharam was appointed by the Board of Directors as the Company Secretary, Compliance Officer, and Key Managerial Personnel of the Company with effect from the same date.

On May 05 2025, the Board of Directors took note of the resignation of Ms. Saradha Govindarajan as Chief Financial Officer of the Company. The Board appointed Mr. Saurani Pathan Mohasin Khan as the Chief Financial Officer and Key Managerial Personnel of the Company, with effect from May 06 2025.

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, Mr. Saurani Pathan Mohasin Khan, 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 DirectorsRs Report/ Corporate Governance Report.

( MANAGEMENT DISCUSSION l & 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 l 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, l 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.

f NOMINATION AND l 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 CompanyRss 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 CompanyRss 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 CompanyRss 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 CompanyRss 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 CompanyRss interests and enhance its resilience in a dynamic business environment.

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

^ INTERNAL CONTROL SYSTEMS l 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 l REPORTED BY AUDITORS

The Statutory Auditors of the Company have confirmed, through their Independent AuditorsRs 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 AuditorRss statement provides assurance regarding the integrity and transparency of the CompanyRss financial statements and internal control systems.

( VIGIL MECHANISM/ WHISTLE l 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 CompanyRss 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 CompanyRss website, https://www.verandalearning.com/web/ application/files/7417/0192/5500/Whistle Blower Policy revised.pdf

( DIRECTORRsS Rs RESPONSIBILITY l 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 2025, the Board of Directors hereby confirms that:

1. i n 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 2025 and of the profit /Loss 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

6. 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 financial year 202425 were in the ordinary course of business and on an armRss 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 CompanyRss 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: 43 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

BOARD AND COMMITTEE MEETINGS

The details of the Board and other Committee meetings including the attendance for the said meetings are given in Corporate Governance Report which is forming part of this Annexure- IV. 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.

GDETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYRsS 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 companyRss 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(l) 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 l (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 CompanyRss commitment to fostering a respectful and harassment-free workplace environment.

The gender-wise details of employees as on the close of the financial year are disclosed in the BRSR Report, which forms part of the BoardRss Report.

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.

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.

A Certificate from the Secretarial Auditors of the Company confirming the compliance of conditions of Corporate Governance as stipulated in SEBI LODR 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 the Regulation 17(8) of the SEBI LODR pertaining to CEO/CFO certification for the financial year ended March 31 2025 and the same is enclosed as Annexure A to the Corporate Governance Report.

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 2026-27.

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 AuditorsRs Report, provided by the Auditors on the CompanyRss financial statements, is included in the Annual Report. The AuditorsRs 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, Subject to the approval of the members at the ensuing annual general meeting the Board of Directors has appointed M/s. S. Sandeep & Associates, Practising Company Secretaries, Chennai, (Firm Reg No: P2025TN103600) as the Secretarial Auditors of the Company.

The Secretarial Audit Report issued by M/s. IBH & Co., Practising Company Secretaries, Chennai (FRN: S2011KR152500) for the financial year ended March 31 2025, is attached as Annexure V to this Report. 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 2024-25 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 meetings.

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.

CCONSERVATION 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.

C. Foreign Exchange Earnings and Outgo

(Rs in Lakhs)

S.	Particulars	Financial Year
No.		2024-25	2023-24
A	Foreign Exchange earned	-	-
B	Foreign Exchange used	318.30	3.36
C	Net Foreign Exchange earned (a-b)	(318.30)	(3.36)

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.

GMATERIAL 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 2025 to which these financial statements relate and to the date of this report. The following additional information are given: -

The Company has allotted 21,48,866 fully paid-up equity shares of face value Rs 10 each at an issue price of Rs 221 per share (including a premium of Rs 211 per share), aggregating to an amount not exceeding Rs 47,48,99,386.

These shares have been allotted to individuals/entities who are neither promoters nor part of the promoter group of the Company. The allotment has been made for consideration other than cash, specifically towards the acquisition of 4,74,89,997 fully paid-up equity shares of Rs 10 each in Veranda Administrative Learning Solutions Private Limited.

This private placement allotment was carried out on a preferential issue basis in accordance with Chapter V of the SEBI (ICDR) Regulations and other applicable laws.

In addition, the Company has allotted 11,85,984 fully paid-up equity shares of face value Rs 10 each at an issue price of Rs 221 per share (including a premium of Rs 211 per share), aggregating to an amount not exceeding Rs 26,21,02,464.

These shares have also been allotted to individuals/entities who are neither promoters nor part of the promoter group of the Company, for consideration other than cash. This pertains to the acquisition of 1,059 fully paid-up equity shares of BB Publication Private Limited.

This allotment too was carried out by way of preferential issue on a private placement basis, in accordance with Chapter V of the SEBI (ICDR) Regulations and other applicable laws.

Further the company has allotted 1,58,71,173 Equity Shares of face value of Rs 10 each to eligible qualified institutional buyers at an issue price of Rs 225.20 per Equity Share (including a premium of Rs 215.20 per Equity Share), (which includes a discount of 4.95% on the floor price, as determined in terms of the SEBI ICDR Regulations), against the floor price of Rs 236.92 per Equity Share, aggregating to Rs 3,57,41,88,159.60 (Three Hundred Fifty-Seven Crore Forty-One Lakh Eighty-Eight Thousand One Hundred Fifty-Nine and Sixty Paise Only).

Hence, the paid-up capital is increased from Rs 74,39,62,480 to Rs 93,60,22,710 as on the date of the report.

^DEMERGER OF THE COMMERCE VERTICAL

The Board of Directors at the meeting held on 28th July, 2025 granted their in-principle approval to Demerge Commerce Vertical under a scheme of arrangement as recommended by the Restructuring Committee at its meeting held on July 23, 2025, and Audit committee at its meeting held on July 28, 2025. The scheme of arrangement will be submitted to the BoardRss approval in due course, subject to the approval of the Committees of the Board constituted.

^TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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.

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

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

GDETAILS 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 2025, 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 CompanyRss website at https://www.verandalearning.com/web/index. php/investors-financials

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 CompanyRss 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 2025.

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 2024-25.

PERSONNEL

Employee relations have been very cordial during the financial year ended March 31 2025. 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: August 05 2025	> DIN: 00526480