We have audited the accompanying standalone
financial statements of Veranda Learning Solutions
Limited (the "Company"), which comprise the Balance
Sheet as at March 31 2026, and the Statement of Profit
and Loss (including Other Comprehensive Income),
the Statement of Cash Flows and the Statement of
Changes in Equity for the year ended on that date,
and notes to the financial statements, including a
summary of material accounting policies and other
explanatory information.

In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone financial statements give
the information required by the Companies Act,
2013 (the "Act") in the manner so required and give
a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133
of the Act, ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of
the Company as at March 31, 2026, its loss and other
comprehensive loss, its cash flows and the changes
in equity for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial
statements in accordance with the Standards on
Auditing ("SA"s) specified under section 143(10) of
the Act. Our responsibilities under those Standards
are further described in the Auditor's Responsibility
for the Audit of the Standalone Financial Statements
section of our report. We are independent of the
Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of
India ("ICAI") together with the ethical requirements
that are relevant to our audit of the standalone
financial statements under the provisions of the Act
and the Rules made thereunder, and we have fulfilled
our other ethical responsibilities in accordance with
these requirements and the ICAI's Code of Ethics.
We believe that the audit evidence obtained by
us is sufficient and appropriate to provide a basis
for our audit opinion on the standalone financial
statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. These matters were addressed in
the context of our audit of the standalone financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters. we have determined the matters
described below to be the key audit matters to be
communicated in our report.

INFORMATION OTHER THAN THE FINANCIAL

STATEMENTS AND AUDITOR'S REPORT THEREON

• The Company's Board of Directors is responsible
for the other information. The other information
comprises the information included in the
Board's report, Report on Corporate Governance,
Management Discussion and Analysis but
does not include the consolidated financial
statements, standalone financial statements
and our auditor's report thereon. The Board's
report is expected to be made available to us
after the date of this auditor's report.

• Our opinion on the standalone financial
statements does not cover the other information
and will not express any form of assurance
conclusion thereon.

• In connection with our audit of the standalone
financial statements, our responsibility is to read
the other information, identified above when it
becomes available and, in doing so, consider
whether the other information is materially
inconsistent with the standalone financial
statements or our knowledge obtained during
the course of our audit or otherwise appears to
be materially misstated.

• When we read the Board's report, Report
on Corporate Governance, Management
Discussion and Analysis, if we conclude that
there is a material misstatement therein, we are
required to communicate the matter to those

charged with governance as required under
SA 720 'The Auditor's responsibilities Relating to
Other Information.

RESPONSIBILITIES OF MANAGEMENT AND BOARD
OF DIRECTORS FOR THE STANDALONE FINANCIAL
STATEMENTS.

The Company's Board of Directors is responsible
for the matters stated in section 134(5) of the Act
with respect to the preparation of these standalone
financial statements that give a true and fair view
of the financial position, financial performance
including other comprehensive income, cash flows
and changes in equity of the Company in accordance
with the accounting principles generally accepted in
India, including Ind AS specified under section 133 of
the Act. This responsibility also includes maintenance
of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgments
and estimates that are reasonable and prudent;
and design, implementation and maintenance
of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to
the preparation and presentation of the Standalone
financial statements that give a true and fair view
and are free from material misstatement, whether
due to fraud or error.

In preparing the standalone financial statements,
management and Board of Directors are responsible
for assessing the Company's ability to continue as
a going concern, disclosing, as applicable, matters
related to going concern and using the going
concern basis of accounting unless the Board of
Directors either intend to liquidate the Company or
to cease operations, or has no realistic alternative
but to do so.

The Company's Board of Directors is also responsible
for overseeing the Company's financial reporting
process.

AUDITOR'S RESPONSIBILITY FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance
about whether the standalone financial statements
as a whole are free from material misstatement,
whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in
the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we
exercise professional judgment and maintain
professional skepticism throughout the audit. We
also:

• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error, design
and perform audit procedures responsive to
those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher
than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
control.

• Obtain an understanding of internal financial
controls relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the
Act, we are also responsible for expressing our

opinion on whether the Company has adequate
internal financial controls with reference to
standalone financial statements in place and
the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by the management.

• Conclude on the appropriateness of
management's use of the going concern basis
of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company's ability to
continue as a going concern. If we conclude
that a material uncertainty exists, we are
required to draw attention in our auditor's report
to the related disclosures in the standalone
financial statements or, if such disclosures
are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence
obtained up to the date of our auditor's report.
However, future events or conditions may cause
the Company to cease to continue as a going
concern.

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
standalone financial statements may be influenced.
We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements
in the standalone financial statements.

We communicate with those charged with
governance regarding, among other matters,
the planned scope and timing of the audit and
significant audit findings, including any significant
deficiencies in internal financial controls that we
identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant

ethical requirements regarding independence, and
to communicate with them all relationships and
other matters that may reasonably be thought to
bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those
charged with governance, we determine those
matters that were of most significance in the audit
of the standalone financial statements of the current
period and are therefore the key audit matters. We
describe these matters in our auditor's report unless
law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances,
we determine that a matter should not be
communicated in our report because the adverse
consequences of doing so would reasonably be
expected to outweigh the public interest benefits of
such communication.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. As required by Section 143(3) of the Act, based
on our audit that:

a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.

b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books.

c) The Balance Sheet, the Statement of Profit and
Loss including Other Comprehensive Income,
the Statement of Cash Flows and Statement of
Changes in Equity dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid standalone financial
statements comply with the Ind AS specified
under Section 133 of the Act.

e) On the basis of the written representations
received from the directors as on March 31,
2026 taken on record by the Board of Directors,
none of the directors is disqualified as on March
31, 2026 from being appointed as a director in
terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the

operating effectiveness of such controls, refer
to our separate Report in "Annexure A". Our
report expresses an unmodified opinion on
the adequacy and operating effectiveness of
the Company's internal financial controls with
reference to standalone financial statements.

g) With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirements of section 197(16) of the Act, as
amended, in our opinion and to the best of our
information and according to the explanations
given to us, the remuneration paid by the
Company to its directors during the year is in
accordance with the provisions of section 197 of
the Act.

h) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its standalone financial statements -
Refer Note 37 to the standalone financial
statements.

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses.

iii. There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company.

iv. (a) The Management has represented

that, to the best of its knowledge
and belief, other than as disclosed
in the note 47(vi) to the standalone
financial statements no funds have
been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities ("Intermediaries"), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, directly or indirectly
lend or invest in other persons or entities
identified in any manner whatsoever

by or on behalf of the Company
("Ultimate Beneficiaries") or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(b) The Management has represented,
that, to the best of its knowledge
and belief, other than as disclosed
in the note 47(vii) to the standalone
financial statements, no funds have
been received by the Company from
any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with
the understanding, whether recorded
in writing or otherwise, that the
Company shall, directly or indirectly,
lend or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come
to our notice that has caused us to
believe that the representations under
sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above,
contain any material misstatement.

v. The company has not declared or paid

any dividend during the year and has not

proposed final dividend for the year.

vi. Based on our examination, which
included test checks, the Company has
used accounting software systems for
maintaining its books of account for
the financial year ended March 31, 2026
which have the feature of recording
audit trail (edit log) facility and the same
has operated throughout the year for
all relevant transactions recorded in the
software systems. Further, during the
course of our audit we did not come across
any instance of the audit trail feature being
tampered with and the audit trail has been
preserved by the Company as per the
statutory requirements for record retention.

2. As required by the Companies (Auditor's Report)
Order, 2020 ("the Order") issued by the Central
Government in terms of Section 143(11) of the
Act, we give in "Annexure B" a statement on the
matters specified in paragraphs 3 and 4 of the
Order.

For Deloitte Haskins & Sells

Chartered Accountants
(Firm's Registration No: 008072S)

Krishna Prakash E

Partner

Place: Chennai (Membership No. 216015)

Date: May 30, 2026 UDIN: 26216015NEKULC4206