l) Provisions, contingent liabilities and contingent asset
Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of
resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are discounted, if the effect of the time value of money is material, using pre-tax rates that reflects the risks specific to the liability. When
discounting is used, an increase in the provisions due to the passage of time is recognised as finance cost. These provisions are reviewed at each Balance
Sheet date and adjusted to reflect the current best estimates.

m) Contingent liability

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or
more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of
resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized
because it cannot be measured reliably. Contingent liabilities are disclosed separately.

Show cause notices issued by various Government authorities are considered for evaluation of contingent liabilities only when converted into demand.

n) Contingent assets

Where an inflow of economic benefits is probable, the Company discloses a brief description of the nature of the contingent assets at the end of the reporting
period, and, where practicable, an estimate of their financial effect. Contingent assets are disclosed but not recognised in the financial statements.

o) Share issue expenses

The transaction costs of an equity transaction are accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the
equity transaction.

p) Cash and cash equivalents

Cash comprises cash in hand and demand deposits with banks. Cash equivalents are short-term balances with original maturity of less than 3 months, highly
liquid investments that are readily convertible into cash, which are subject to insignificant risk of changes in value. Deposits with original maturity more than
three months but less than twelve months are classified as bank balances other than cash and cash equivalents.

q) Cash flow statement

Cash flows are presented using indirect method, whereby profit/ (loss) after tax for the year is adjusted for the effects of transactions of non-cash nature and
any deferrals or accruals of past or future cash receipts or payments and item of income or expense associated with investing or financing cash flows. The
cash flows from operating, investing and financing activities of the company are segregated.

Bank borrowings are generally considered to be financing activities. However, where bank overdrafts which are repayable on demand form an integral part
of an entity's cash management, bank overdrafts are included as a component of cash and cash equivalents for the purpose of cash flow statement.

r) Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of
equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average
number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

s) Leases

The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to
control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an
identified asset, the Company assesses whether:

(i) the contract involves the use of an identified asset

(ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and

(iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease
arrangements in which it is a lessee and for leases with a term of twelve months or less (short-term leases), except for low value leases. For these low value
leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes
these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or
prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated
depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying
asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be
recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is
determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases,
the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the
interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease
liabilities are re-measured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise
an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance
or operating lease by reference to the right-of-use asset arising from the head lease. For operating leases, rental income is recognized on a straight-line basis
over the term of the relevant lease.

t) Goods and Service Tax

Goods and Service Tax input credit is accounted for in the books in the period in which the underlying products and services received is accounted and when
there is reasonable certainty in availing / utilizing the credits.

u) Segment reporting

Based on internal reporting provided to the Chief operating decision maker, the Company’s operations predominantly relate to providing Comprehensive
Learning Programs and, accordingly, this is the only operating segment. The management committee reviews and monitors the operating results of the
business segment for the purpose of making decisions about resource allocation and performance assessment using profit or loss and return on capital
employed.

v) Financial instruments
Investments and Financial assets

(i) Financial assets

(i) Initial recognition and measurement:

All financial assets are initially recognised at fair value. Transaction costs that are directly attributable to the acquisition of financial assets , which are not at
fair value through profit or loss, are added to the fair value on initial recognition. Purchase and sale of financial assets are recognised using trade date
accounting. However, trade receivables that do not contain a significant financing component are measured at transaction price.

(ii) Subsequent measurement:

-Financial assets carried at amortised cost (AC)

A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect
contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.

-Financial assets at fair value through other comprehensive income (FVTOCI)

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is
achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to
cash flows that are solely payments of principal and interest on the principal amount outstanding.

-Financial assets at fair value through profit or loss (FVTPL)

A financial asset which is not classified in any of the above categories are fair valued through profit or loss.

Unbilled revenues are classified as other financial assets as right to consideration is unconditional and is due only after passage of time. Unbilled revenues
will be classified as non-financial assets where the right to consideration is dependent on completion of contractual milestones.

(iii) Impairment of financial assets

In accordance with Ind AS 109, the Company uses ‘Expected Credit Loss’ (ECL) model, for evaluating impairment assessment of financial assets other than
those measured at fair value through profit and loss (FVTPL). Expected credit losses are measured through a loss allowance at an amount equal to:

a) The 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12
months after the reporting date); or

b) Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument)

The Company applies the simplified approach permitted by Ind AS 109 - Financial Instruments to measure expected credit losses (ECL) on trade
receivables. The Company evaluates ECL for B2B and B2C categories separately. Under this approach, the Company recognises lifetime ECL for all trade
receivables, using a provision matrix based on historical credit loss experience adjusted for current conditions and forward-looking information.

(ii) Investment

(i) Equity instruments

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration
recognised by an acquirer in a business combination to which Ind AS 103 applies are classified as at FVTPL. For all other equity instruments, the entity may
make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The entity makes such election on an
instrument by instrument basis. The classification is made on initial recognition and is irrevocable. Investments in subsidiaries and associates are measured at
cost.

Financial liabilities

(i) Initial recognition and measurement:

All financial liabilities are recognized initially at fair value and in case of loans net of directly attributable cost. Fees of recurring nature are directly
recognised in profit or loss as finance cost.

(ii) Subsequent measurement:

Financial liabilities are carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the Balance
Sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date ofrecognition, and only if
the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized
in OCI. These gains/ losses are not subsequently transferred to P&L. However, the Company may transfer the cumulative gain or loss within equity. All other
changes in fair value of such liability are recognised in the statement of profit or loss.

x) Exceptional item

Exceptional items are disclosed separately in the standalone financial statements where it is necessary to do so to provide further understanding of the
financial performance of the Company. These are material items of income or expense that have to be shown separately due to their nature or incidence.

y) Business combination

Business combinations are accounted for using the acquisition method.

The consideration transferred for the acquisition of a business is measured at fair value and comprises:

- the fair value of assets transferred;

- liabilities incurred to the former owners of the acquiree;

- equity instruments issued by the Company; and

- the fair value of any contingent consideration arrangement.

Identifiable assets acquired and liabilities assumed, including contingent liabilities, are recognized at their acquisition-date fair values. Goodwill is measured
as the excess ofthe aggregate consideration transferred, the amount ofany non-controlling interest, and the fair value ofany previously held equity interest in
the acquiree over the net identifiable assets acquired and liabilities assumed. Where the net identifiable assets acquired exceed the consideration transferred,
the resulting gain from a bargain purchase is recognized in other comprehensive income and accumulated in equity as capital reserve in accordance with
applicable accounting standards.

Acquisition-related costs are expensed as incurred and included in other expenses in the Statement of Profit and Loss.

Business combinations involving entities or businesses under common control are accounted for using the pooling of interest method. Under pooling of
interest method, the assets and liabilities of the combining entities are reflected at their carrying amounts, with adjustments only to harmonise accounting
policies.

Any contingent consideration to be transferred by the Company is recognised at fair value at the acquisition date. Subsequent changes to the fair value ofthe
contingent consideration that is deemed to be an asset or liability is recognised in the statement ofprofit and loss. Contingent consideration that is classified
as equity is not re-measured, and its subsequent settlement is accounted for within equity.

3A Critical accounting judgements and key sources of estimation uncertainty :

In the application of the Company's accounting policies, which are described in note 3, the Directors of the Company are required to make judgements,
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The
estimates and underlying assumptions are reviewed on an ongoing basis.

Revisions to accounting estimates are recognised in the period in which the estimate is revised ifthe revision affects only that period, or in the period ofthe
revision and future periods if revision affects both current and future periods. The following are the significant areas of estimation, uncertainty and critical
judgements in applying accounting policies:

• Going concern assessment

• Allowance for credit impaired trade receivables

• Impairment of investments and non-current assets_

(iv) Critical judgements in determining the lease term

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not to
exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be
extended (or not terminated).

For leases of buildings, the following factors are normally the most relevant:

(a) If there are significant penalties to terminate (or not extend), the Company is typically reasonably certain to extend and not terminate.

(b) If any lease hold improvements are expected to have a significant remaining value the Company is typically reasonably certain to extend (or not terminate).

(c) Otherwise, the Company considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.
The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment
of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects the assessment, and that is within the
control of the lessee. During the current financial year, there was no revision in the lease terms.

(v) Extension and termination options

Extension and termination options are included in a number of property leases. These are used to maximise operational flexibility in terms of managing the
assets used in the Company's operations. The majority of extension and termination options held are exercisable only by the Company and not with the
respective lessor.

6.1 During the year, pursuant to the approval of the Finance and Investment Committee of the Board of Directors, the Company converted the outstanding loan
(including accrued interest) extended to Veranda XL Learning Solutions Private Limited, a wholly owned subsidiary, into 40,29,843 equity shares. Consequently,
the carrying amount of the loan has been recognised as an investment in equity shares of the subsidiary.

6.2 During the year, pursuant to the approval of the Board of Directors, the Company acquired the remaining 24% equity stake in Veranda XL Learning Solutions
Private Limited, 18,98,970 equity shares in accordance with the terms of the Share Purchase Agreements dated October 31, 2022 and March 31, 2023.
Consequently, the Company's holding in Veranda XL Learning Solutions Private Limited increased from 76% to 100%.

6.3 During the year, pursuant to the approval of the Allotment Committee of the Board of Directors, the Company acquired the remaining equity stake in Veranda
Administrative Learning Solutions Private Limited through a share swap arrangement. The acquisition was settled through allotment of 21,48,866 equity shares of
the Company on a preferential basis, resulting in an increase in the Company's investment in Veranda Administrative Learning Solutions Private Limited by Rs.
4,749.00 lakhs. Consequently, Veranda Administrative Learning Solutions Private Limited became a wholly owned subsidiary of the Company.

6.4 During the year, pursuant to the approval of the Board of Directors, the Company incorporated J.K. Shah Commerce Education Limited as a wholly owned
subsidiary in India. The Company subscribed to the initial equity share capital of J.K. Shah Commerce Education Limited upon incorporation and, accordingly
recognised the investment during the year ended March 31, 2026.

6.5 During the year, the Company, pursuant to a share purchase and share swap agreement dated September 25, 2025, divested its investment in Veranda
Management Learning Solutions Private Limited and Brain4ce Education Solutions Private Limited in exchange for equity shares in SNVA Veranda Limited
(Formerly known as SNVA Edutech Limited). Accordingly, the carrying value of investment were derecognised. In consideration, the Company has recognised
investment in SNVA Veranda Limited amounting to Rs. 32,836.02 being the fair value of equity shares divested under the share swap arrangement.

The resultant net loss on the transaction amounting to Rs. 332.80 lakhs has been recognised under exceptional items in the statement of profit and loss.

Based on the terms of the agreement contained in the shareholders agreement between the Company, Veranda Administrative Learning Solutions Private Limited,
SNVA Veranda Limited and SNVA Ventures Private Limited, the Company has evaluated that it will be able to exercise significant influence on SNVA Veranda
Limited and accordingly accounted for its investments in SNVA Veranda Limited as an associate.

6.6 During the year ended March 31, 2026, the Company has evaluated the performance of Veranda Learning Solutions North America Inc (subsidiary) duly
considering the losses incurred over the years, current and future pipeline of revenue contracts, global challenges in the territories/ industries in which the
customers of the subsidiary operates. Whilst Veranda Learning Solutions North America Inc (subsidiary) and the Company continue to evaluate various
mechanisms to pivot and turnaround the operations, the Company has impaired the investment relating to Veranda Learning Solutions North America Inc
(subsidiary) of Rs. 121.90 lakhs (March 31, 2025: Rs. 121.90 lakhs) and loans of Rs. 708.66 lakhs (March 31, 2025: Rs. 821.58 lakhs).

6.7 Pursuant to the approval of the "Veranda Learning Solutions Limited Employee Stock option Plan 2022" ("ESOS 2022") by Shareholders in special resolution
dated May 27, 2022, the Company has approved the plan to issue equity shares to its employee as per ESOS 2022 and accordingly the company has recognized
Deemed Investments in the books of accounts as shown in the table below:

7.2 The loans advanced to intercompanies are repayable on demand. However, the Company does not intend to recall these loans within the next twelve months.
Interest on these loans is receivable either at the end of the loan tenure or upon earlier repayment by the respective intercompanies, whichever is earlier.
Accordingly, both the loan and the related interest receivable have been classified as non-current.

7.3 The Company has evaluated the performance of BAssure Solutions Private Limited (step-down subsidiary) duly considering the losses incurred, current and future
pipeline of revenue contracts in the territories/ industries in which the customers of the step-down subsidiary operates. Whilst BAssure Solutions Private Limited
(step-down subsidiary) and the Company continue to evaluate various mechanisms to pivot and turnaround the operations, the Company has impaired the loans
relating to BAssure Solutions Private Limited (step-down subsidiary) and has accordingly provided for expected credit loss for the loans outstanding Rs. 606.11
lakhs (March 31, 2025: Rs. 507.20 lakhs).

The Company has evaluated the performance ofVeranda IAS Learning Solutions Private Limited (subsidiary) duly considering the losses incurred over the years,
current and future pipeline of revenue contracts in the territories/ industries in which the customers of the subsidiary operates. Whilst Veranda IAS Learning
Solutions Private Limited (subsidiary) and the Company continue to evaluate various mechanisms to pivot and turnaround the operations, the Company has
recognised an expected credit loss (ECL) allowance on the loans relating to Veranda IAS Learning Solutions Private Limited (subsidiary) and has accordingly
recorded an expected credit loss amounting to Rs. 2,730.68 lakhs (March 31, 2025: Nil).

14.2 Pursuant to a resolution of the Allotment Committee of the Company, the Company has allotted 185,049 equity shares of face value Rs. 10 each of the
Company under Veranda Learning Solutions Limited - Employee Stock Option Plan 2022, to the eligible grantee, pursuant to exercise of stock options granted
thereunder.

14.3 Pursuant to a resolution of the Allotment Committee of the Company, the Company has issued and allotted 15,58,352 equity shares of face value Rs. 10 each at
Rs. 292/- per share value in accordance with Chapter V of SEBIICDR Regulations and Articles of Association of the Company for a consideration other than
cash (i.e., swap of 6,500 shares of Navkar Digital Institute Private Limited) on a private placement basis to non-promoters.

14.4 Pursuant to a resolution of the Allotment Committee of the Company, the Company has issued and allotted 2,56,671 equity shares of face value Rs. 10 each at
Rs.292/- per share valued in accordance with Chapter V of SEBl lCDR Regulations and Articles of Association of the Veranda Learning Solutions Limited for
a consideration other than cash (i.e., swap of 74,94,808 shares of the Veranda Administrative Learning Solutions Private Limited) on a private placement basis
to non-promoters.

14.5 During the year ended March 31, 2025, the Allotment Committee of the Company has considered and approved the conversion of share warrants issued during
the year ended March 31, 2023 to the promoters of the Company and allotted 20,00,000 equity shares of Rs.10 each at a premium of Rs. 297 per share.
Remaining consideration of Rs. 4,605.00 Lakhs was received upon conversion of the share warrants.

During the year ended March 31, 2025, the Company has issued 7,78,817 Convertible Share Warrants for upfront consideration of Rs. 625.00 Lakhs being
25% of the total consideration of Rs. 2,500.00 Lakhs. Each warrant is convertible into one equity share of the Company within 18 months from the date of
allotment.

14.6 Pursuant to a resolution of the Allotment Committee of the Company, the Company has issued and allotted 8,56,164 equity shares of face value Rs. 10 each at
Rs. 292/- per share value in accordance with Chapter V of SEBI ICDR Regulations and Articles of Association of the Company for a consideration for cash on
a private placement basis to non-promoters.

Pursuant to a resolution of the Allotment Committee of the Company, the Company has issued and allotted 342,466 equity shares of face value Rs. 10 each at
Rs. 292/- per share value in accordance with Chapter V of SEBI ICDR Regulations and Articles of Association of the Company for a consideration for cash on
a private placement basis to non-promoters.

Pursuant to a resolution of the Allotment Committee of the Company, the Company has issued and allotted 21,48,866 equity shares of face value Rs. 10 each at
Rs.221/- per share valued in accordance with Chapter V of SEBI ICDR Regulations and Articles of Association of the Veranda Learning Solutions Limited for
a consideration other than cash (i.e., swap of 4,74,89,997 equity shares of the Veranda Administrative Learning Solutions Private Limited) on a private
placement basis to non-promoters.

14.7 Pursuant to a resolution of the Allotment Committee of the Company, the Company has issued and allotted 11,85,984 equity shares of face value Rs. 10 each at
Rs.221/- per share valued in accordance with Chapter V of SEBI ICDR Regulations and Articles of Association of the Veranda Learning Solutions Limited for
a consideration other than cash (i. e., swap of 1,059 equity shares of BB Publication Private Limited on a private placement basis to non-promoters.

14.8 Pursuant to a resolution of the Qualified Institution Placement Committee of the Company, the Company has issued and allotted 1,58,71,173 equity shares of
face value Rs. 10 each to eligible qualified institutional buyers at an issue price of INR 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. 357.42 lakhs for cash to non-promoters.

14.9 Pursuant to a resolution of the Allotment Committee of the Company dated, the Company has issued and allotted 20,16,124 equity shares of face value Rs. 10
each at Rs.248/- per share valued in accordance with Chapter V of SEBI ICDR Regulations and Articles of Associations of the Veranda Learning Solutions
Limited for a consideration other than cash (i.e., swap of 9,49,485 equity shares of Veranda XL Learning Solutions Private Limited on a private placement
basis to non-promoters

14.10 Pursuant to a resolution of the Allotment Committee of the Company, the Company has allotted 1,13,284 equity shares of face value Rs. 10 each of the
Company under Veranda Learning Solutions Limited - Employee Stock Option Plan 2022, to the eligible grantees, pursuant to exercise of stock options
granted thereunder.

14.11 Pursuant to a resolution of the Allotment Committee of the Company, the Company has allotted 4,37,956 equity shares of face value Rs. 10 each of the
Company under Veranda Learning Solutions Limited - Employee Stock Option Plan 2022, to the eligible grantee, pursuant to exercise of stock options granted
thereunder.

14.13 Shares reserved for issuance under ESOP scheme

The Shareholders of the company by way of special resolution dated May 27, 2022 approved the plan authorising the board/ Committee thereof, to grant not
exceeding 27,88,775 (Twenty seven lakhs eighty eight thousand seven hundred and seventy five) options comprising of 16,73,265 (sixteen lakhs seventy three
thousand two hundred and sixty five) options to the strategic team and 11,15,510 (eleven lakhs fifteen thousand five hundred and ten) options to the other
eligible Employees in one or more tranches from time to time under the scheme titled " Veranda Learning solutions Limited Employee Stock Option Plan

2022" ("ESOS 2022"). (Refer note 43)

Pursuant to a resolution of the Board of Directors / Committee of the Company, the Company has allotted

a) during FY 2023-24, 46,752 equity shares of face value of Rs. 10/- each

b) during FY 2024-25, 1,85,049 equity shares of face value of Rs. 10/- each

c) during FY 2025-26, 5,51,240 equity shares of face value of Rs. 10/- each

of the Company under Veranda Learning Solutions Limited - Employee Stock Option Plan 2022, to the eligible grantees, pursuant to exercise of stock options
granted thereunder.

a) 9.75% p.a. on and from the Deemed Date of Allotment of the First Tranche NCDs until the expiry of 24 months from the Deemed Date of Allotment of the First Tranche
NCDs compounded monthly and payable quarterly from May 2024.

b) 11% p.a. after the expiry of 24 Months from the Deemed Date of Allotment of the First Tranche NCDs until the Final Settlement Date compounded monthly and payable
quarterly.

During the year ended March 31, 2025, the Company, in the meeting held on April 18, 2024, has allotted 2,500 senior, secured, redeemable, unlisted and non-convertible
debentures of a nominal value of Rs. 1,00,000 each aggregating to Rs. 2,500 Lakhs on a private placement basis.

the above NCDs is secured by way of,

a) Exclusive pledge over the shares of Veranda Learning Solutions Limited (VLS) (100%), Veranda Race Learning Solutions Private Limited (100%), Veranda XL Learning
Solutions Private Limited (76%), Veranda IAS Learning Solutions Private Limited (100%), Brain4ce Education Solutions Private Limited (100%), Veranda Administrative
Learning Solutions Private Limited (100%), Veranda Management Learning Solutions Private Limited (100%), Sreedhar CCE Learning Solutions Private Limited (100%),
Veranda K-12 Learning Solutions Private Limited. (76%), Tapasya Educational Institutions Private Limited (51%), Six Phrase Edutech Private Limited (98%), Talentely
Innovative Solutions Private Limited (98%), BAssure Learning Solutions Private Limited (90%), Neyyar Academy Private Limited (76%), Neyyar Education Private Limited
(76%), Phire Learning Solutions Private Limited (99.98%) and Smartbridge Educational Services Private Limited (5%).

b) A first ranking exclusive charge (ranking pari passu inter se the relevant common secured parties) over all of Veranda Learning Solutions Limited (Parent Company) movable
assets, current assets and account assets, each as defined in the attached deed of hypothecation, both present and future, as security for the relevant common secured debt in
relation to the Company.

c) A first ranking exclusive charge (ranking pari passu inter se the relevant common secured parties over all of the Companies movable assets, current assets and account assets,
both present and future, and a first ranking exclusive pledge over all shares held by the Parent Company in Sreedhar CCE Learning Solutions Private Limited as security for the
relevant common secured debt.

d) Exclusive mortgage over all real estate properties owned by the above group companies and corporate guarantors (except certain assets of Neyyar Academy/ Neyyar
Education as identified in transaction Documents) Inter alia including (a) Land and building comprised in survey no. 56/1B admeasuring 84 cents situated in number 11,
Seevaram Village, Perungudi Chennai and (B) Land and building situated in survey no. 3/5A, 3/5B, 3/5C, 3/5D, 3/5E, 3/6 and 296/5B in Gundur Village, Thiruvembur Taluk,
Trichirapalli both pertains to Veranda K-12 Learning Solutions Private Limited.

e) Exclusive charge over the Debt Service Reserve Account (DSRA) and balance therein.

The above NCDs were prematurely redeemed in full on February 26, 2026. Accordingly, no liability in respect of the aforesaid debentures remained outstanding as at March 31,
2026. The Company has incurred one-time charge towards additional premium paid and unamortised loan processing charges relating to premature redemption of NCDs
amounting to Rs. 745.53 lakhs which is disclosed as exceptional item in the Statement of Profit and Loss.

16.3 During the year, the Company entered into a term loan facility arrangement with City Union Bank Limited amounting to Rs. 14,000 lakhs. The term loan carries an interest rate
of 9.90% per annum, and is repayable over a tenure of 10 years.

The proceeds of the said borrowing have been utilised, inter alia, towards the redemption of non-convertible debentures (NCDs) issued by the Company and Veranda Race
Learning Solutions Private Limited, during the previous year.

The said term loan is secured by way of:

a) Hypothecation of receivables and other current assets (present and future) of Veranda Learning Solutions Limited, Veranda Race Learning Solutions Private Limited, Veranda
IAS Learning Solutions Private Limited, Veranda Administrative Learning Solutions Private Limited, Phire Learning Solutions Private Limited, Neyyar Academy Private
Limited, Veranda K-12 Learning Solutions Private Limited, Neyyar Education Private Limited and Bassure Solutions Private Limited;

b) Collateral security in the form of immovable properties comprising land and buildings situated at Chennai and Tiruchirapalli, owned by Veranda K-12 Learning Solutions
Private Limited;

c) Corporate guarantees provided by Veranda Race Learning Solutions Private Limited and Veranda K-12 Learning Solutions Private Limited;

d) Personal guarantees provided by the promoters jointly and severally for the total loan amount, namely Mr. Kalpathi S Aghoram, Mr. Kalpathi S Ganesh and Mr. Kalpathi S
Suresh;

e) Pledge over equity shares held by the promoters in the Company aggregating to a market value of Rs. 5,000 lakhs.

39 Financial instruments

The Company's activities expose it to credit risk, liquidity risk and market risk. The Company's risk management framework and policies approved are reviewed and approved by the
Board of Directors that helps in identification, measurement, mitigation and reporting all risks associated with the activities of the Company. These risks are identified on a
continuous basis and assessed for the impact on the financial performance. Information on risks and the response strategy is escalated in a timely manner to facilitate timely decision
making. Risk response strategy is formulated for key risks and these are monitored by the management to minimise any adverse effects on the standalone financial statements.

Credit risk management

Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or pay amounts due to the Company causing financial loss. It arises from cash and
cash equivalents, deposits with banks, security deposits, loans given and principally from credit exposures to customers relating to outstanding receivables. The Company’s maximum
exposure to credit risk is limited to the carrying amount of financial assets recognised at reporting date. The Company assesses the credit quality of the counterparties, taking into
account their financial position, past experience and other factors.

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Company has very limited history of customer default, and
considers the credit quality of trade receivables that are not past due or impaired to be good.

Therefore, the Company does not expect any material risk on account of non performance by any of the Company’s counterparties.

The credit risk for cash and cash equivalents, bank deposits, security deposits and loans is considered negligible, since the counterparties are reputable organisations with high quality
external credit ratings.

The Company has investments in subsidiaries and associate that are carried at cost under Ind AS 27, Separate Financial Statements, Ind AS 28, Investments in Associates and Joint
Ventures and hence are not disclosed in the above table. Refer Note 6

Fair value measurement

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b)
measured at amortised cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under
the accounting standard. An explanation of each level is as under:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price.
The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are
valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation
techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent
consideration and indemnification asset included in level 3.

Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

-the use of quoted market prices or dealer quotes for similar instruments

-the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

The carrying amounts of trade receivables, trade payables, cash and cash equivalents and other current financial liabilities are considered to be the same as their fair values, due to
their short-term nature.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

The external borrowing rate of the Company has been taken as the discount rate used for determination of fair value.

42 Employee benefits

42.1 Defined contribution plans

The Company has defined contribution plan of provident fund. Additionally, the company also provides, for covered employees, health insurance through the
employee state insurance scheme.

Contributions are made to provident fund in India for employees at the rate of 12% of basic wages as per regulations. The obligation of the Company is
limited to the amount of disbursement required and it has no further contractual nor any constructive obligation. The Company has recognized in the
Statement of Profit and Loss for the year ended March 31, 2026 an amount of Rs. 14.77 Lakhs (March 31, 2025: Rs. 20.82 Lakhs) towards expenses under
defined contribution plans and included in 'Contribution to provident and other funds'.

42.2 Defined benefit plans
(a) Gratuity

Gratuity is payable as per Payment of Gratuity Act, 1972. In terms of the same, gratuity is computed by multiplying last drawn salary (basic salary including
dearness allowance if any) by completed years of continuous service with part thereof in excess of six months and again by 15/26. The Act provides for a
vesting period of 5 years for withdrawal and retirement and a monetary ceiling on gratuity payable to an employee on separation, as may be prescribed under
the Payment of Gratuity Act, 1972, from time to time. However, in cases where an enterprise has more favourable terms in this regard the same has been
adopted.

43 Stock options

The shareholders of the Company by way of special resolution dated May 27, 2022 approved the plan authorising the Board/ Committee thereof, to grant not
exceeding 27,88,775 (Twenty seven lakhs eighty eight thousand seven hundred and seventy five) options comprising of 16,73,265 (sixteen lakhs seventy three
thousand two hundred and sixty five) options to the strategic team and 11,15,510 (eleven lakhs fifteen thousand five hundred and ten) options to the other eligible
Employees in one or more tranches from time to time under the scheme titled "Veranda Learning solutions Limited Employee Stock option Plan 2022" ("ESOS
2022" or "Scheme"). The Scheme is administered by the Nomination and Remuneration Committee of the Board.

Exercise period:

As per the Scheme, the options can be exercised with in a period of 6 years from the date of vesting.

The expense recognised (net of reversal) for share options during the year is 0.43 lakhs (March 31, 2025: 84.17 Lakhs).

There are no cancellations or modifications to the awards during the year ended March 31, 2026 and March 31, 2025.

45 Going concern

The Company has incurred losses during the year ended March 31, 2026 and the current liabilities of the Company exceeds the current assets as at March
31, 2026. As part of its financial reporting process the Company has evaluated the events and conditions that the Company is exposed to for the purpose
of its going concern considerations and its ability to meet its obligations. The Management, duly considering the current and future business plans, the
ongoing and proposed activities to raise long-term funds, funding received from the promoters during the year and the support letter by the promoters to
provide further financial support to the Company, believes that the Company is fully capable of meeting its obligations as and when they fall due during
the next twelve months from March 31, 2026.

46 The Company has carried out an impairment assessment of the net carrying value of its investments, loans and interest receivables on loans to the
subsidiaries, step-down subsidiaries and associate which have incurred losses during the year / accumulated losses / net worth has eroded as at March 31,
2026, namely a) Veranda Race Learning Solutions Private Limited, b) Veranda IAS Learning Solutions Private Limited, c) Neyyar Academy Private
Limited, d) Neyyar Education Private Limited, e) Phire Learning Solutions Private Limited, f) Veranda Learning Solutions North America, Inc., g)
BAssure Solutions Private Limited, h), Veranda Administrative Learning Solutions Private Limited and i) SNVA Veranda Limited (Formerly known as
SNVA Edutech Limited ) ("SNVA") in accordance with Ind AS 36 - Impairment of Assets.

The impairment assessment carried out by the management involves significant estimates and judgements relating to the estimates of future revenues,
cash flows, discount rate, etc. The Company has been providing financial support to these entities to meet their financial obligations, as and when
required in the form of loans, which are recoverable on demand from these subsidiaries / step-down subsidiaries / associate. Based on the impairment
assessment, the Company has recorded an impairment loss in the statement of profit and loss amounting to Rs. 150.29 lakhs (March 31, 2025: Rs. 698.20
Lakhs).

47 Other statutory information

i) The Company does not have any benami property, where any proceeding has been initiated or pending against the company for holding any benami
property.

ii) The Company reviewed the status of all its customers and vendors Company, as at March 31, 2026 and March 31, 2025, in MCA portal, and observed
that the company do not have any transaction with struck off companies under section 248 of companies Act, 2013 or Section 560 of Companies Act,
1956.

iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

iv) The Company has not been declared wilful defaulter by any bank or financial institution or other lender during the year.

v) The Company have not traded or invested in Crypto currency or virtual currency during the financial year.

vi) The Company have not advanced or loaned or invested funds, other than as disclosed in the note 16.4 of the standalone financial statements, to any other
person(s) or entity(ies), including foreign entities (intermediaries), with any oral or written understanding that the intermediary shall:

(a) 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

(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

vii) The Company have not received any fund, other than as disclosed in the note 16.5 of the standalone financial statements, from any person(s) or entity(ies)
including foreign entities (funding party) with any oral or written understanding (whether recorded in writing or Otherwise) that the company shall:

(a) directly or indirectly lend or invest in any other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate
beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

^viii) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the
year in the tax assessments under Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

ix) During the financial year, the Company has not revalued any of it's property, plant and equipment, right-of-use asset and intangible assets.

x) The Company does not have any investment properties as at March 31, 2026 and March 31, 2025 as defined in Ind AS 40.

xi) The Company has compiled with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on
number of layers) Rules, 2017.

xii) The Board of Directors of the Company, at its meeting held on September 11, 2025, had considered and approved the Composite Scheme of arrangement
between the Company, Veranda XL Learning Solutions Private Limited (VXLS) and JK Shah Commerce Education Limited (JKSC) for (a) the merger of
VXLS with the Company; and (b) the demerger of the Group's Commerce Business into JKSC. The Company has received observation letters with no
adverse observations from BSE Limited and National Stock Exchange of India Limited and the Scheme has been 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 the Company
was held on April 24, 2026, through video conferencing, wherein the shareholders approved the Scheme, and the Company thereafter filed the petition
with the NCLT on April 29, 2026. Pending receipt of requisite statutory and regulatory approvals, no effect of the Scheme has been given in the
standalone financial statements for the year ended March 31, 2026.

xiii) The Company has used an accounting software for maintaining its books of account for the year ended March 31, 2026 which has a feature of recording
audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software and the audit trail feature
has not been tampered. Additionally audit trail has been preserved by the Company as per the statutory requirements for record retention.

48 The Company had earlier made an application to the Reserve Bank of India (RBI) for registration as a Core Investment Company (CIC). Subsequently,
the Company, in its correspondence with the RBI also informed that, it is in the process of restructuring its business activities, following which it would
no longer meet the eligibility criteria of a CIC. During the previous year ended March 31, 2025, the Company has received response from the RBI that
there is no requirement for the Company to get registered as Core Investment Company (CIC). Based on the financial position as at and for the year
ended March 31, 2026, Company meets the conditions for classification as CIC and also meets the NBFC principal business test.

The Company is proposing to restructure its operational model / business activities. Upon completion of the same, the Company does not expect to meet
the classification requirements of a Core Investment Company (CIC).