2. STATE OF THE COMPANY'S 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 Company's 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
Company's 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 Veranda's domestic
education strengths, learner reach, and university
relationships with SNVA's international presence
and enterprise ecosystem through its Careerera
and Euro American Education platforms. The
combined platform is expected to strengthen
the Company's 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 Company's continued commitment to
building focused, scalable, and outcome-driven
education businesses capable of creating long¬
term 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 Company's Dividend Distribution Policy,
formulated in accordance with Regulation 43A
of the SEBI Listing Regulations and approved by
the Board, is available on the Company's website at
https:/ /www.verandalearning.com/web/
application/files/4816/7723/3782/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

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 non¬
promoter 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(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 as Annexure -1 of this
Report and are available on the Company's
website athttps://www.verandalearning.com/
web/index.php/annual-reports. The scheme is in
compliance with the ESOP Regulations.

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

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.

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 Company's 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 Company's 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 Hon'ble 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
Company's 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 Company's
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 Hon'ble National Company Law
Tribunal ("NCLT").

Pursuant to its Interim Order dated April 27,
2026, the Hon'ble 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 Hon'ble 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.

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.

a. Companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies
during the year

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:

10. BOARD MEETINGS

The Board of Directors meet regularly to review
the Company's 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 Company's 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 Company's 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 https://www.verandalearning.
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:00526451),
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(1)(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 https://www.verandalearning.com/
web/application/files/1917/7157/0150/Draft
Terms and Conditions for Appointment of
Independent Director.pdf

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

The Company has disclosed the Director's
familiarisation program on its website at https://
www.verandalearning.com/web/application/
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

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 Company's 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 body's 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 Company's 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 Company's official website, providing
transparency and easy access to interested
stakeholders athttps://www.verandalearning.
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
Company's 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 Company's
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 Company's interests and
enhance its resilience in a dynamic business
environment.

For further details on the Company's Risk
Management Policy, members can access the
document on the Company's website athttps://
www.verandalearning.com/web/application/
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 Auditor's statement
provides assurance regarding the integrity
and transparency of the Company's 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 Company's
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 Company's
websitehttps://www.verandalearning.com/
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 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;

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
Company's website and can be accessed
at https://www.verandalearning.com/web/
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 arm's 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(1) 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 COMPANY'S 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 Company's
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(1) 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 atsecretarial@
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 Company's 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 Haskins & 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, (ICAI Firm Registration No. 121750W/W100010),
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 Haskins & Sells,
Chartered Accountants, based in Chennai. The
Independent Auditors' Report, provided by the
Auditor on the Company's 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
& 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 & 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 & 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.

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.

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.

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 (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.

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 Company's CSR Policy has been duly
adopted by the Board of Directors and is
hosted on the website of the Company at
https:/ /www.verandalearning.com/web/
index.php/corporate-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 Board's Report.

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

During the year under review, the Company
hasn't 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 Company's
website at https://www.verandalearning.com/
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 Company's 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 &
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, 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

Date: July 14, 2026 Executive Director & Chairman
Place: Chennai DIN: 00526480