Directors Report of Veranda Learning Solutions Ltd.

Mar 31, 2025

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

^FINANCIAL RESULTS:

The financial performance of your Company is stated hereunder:

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

^STATE OF THE COMPANY''S AFFAIRS

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

Veranda 2.0: A Strategic Inflection Point

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

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

Vertical-Led Ecosystem
Commerce:

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

Highlights of 2024-25

The year saw key initiatives that solidified our market position:

		a Acquisition of BB Virtuals and Navkar Digital, strengthening our
		Commerce vertical
Highlights		Strategic partnership with Pearson for test prep content enrichment
	IT) \ CM 1	Launch of the Second Career for Women initiative to
		support re-entry professionals
	1 CM O I CM /	MoU with IIT Madras for curated content delivery
		via SWAYAM Plus Expansion of Preferred Delivery Centres across Tier 2/3 cities
		Middle East market entry through JK Shah Classes in partnership with Jumeira University Connect
		Rollout of the CIAP program in collaboration with NSDC and
		UK-based IAB

These milestones underscore our commitment to both geographic expansion and learner impact.

Academics:

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

Vocational:

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

Test Preparation:

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

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

Pedagogy & Delivery: Outcome-Driven,

Technology-Enabled

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

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

• Blended: Combination of recorded content and
classroom support

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

• Campus-in-Campus: Embedded learning
models inside partner institutions

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

Way Forward

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

• Broadening certification and degree-linked
programs

• Strengthening digital platforms and content
innovation

• Expanding the PDC model to deepen regional
footprint

• Pursuing select international opportunities

• Enhancing brand equity through storytelling and
outcome visibility

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

f CORE INVESTMENT COMPANY
l (CIC) REGISTRATION

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

^TRANSFER TO RESERVES

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

^DIVIDEND

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

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

SHARE CAPITAL

Authorised Share Capital:

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

Paid-up Share Capital:

Preferential Allotment for Cash

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

Preferential Allotment other than Cash

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

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

Employee Stock Options

During the year, your Company allotted 1,85,049
Equity Shares of '' 10/- each at a premium of '' 58.5/-
per share to the Employees of the Company and its
subsidiaries upon exercise of the grants vested. The
details of the stock options granted under "Veranda
Learning Solutions Limited - Employee Stock Option
Plan 2022" and the disclosures in compliance with
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 (ESOP Regulations) and Section 62(1)(b) of the
Companies Act 2013 ("Act") read with Rule 12(9) of

The Details of Warrants are as follows:-

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

STATEMENT OF DEVIATION OR VARIATION

The funds raised through Preferential Issue have been fully utilised. As a result, the requirement to provide any
explanation for deviations or variations doesn''t arise.

Redemption of Secured, Redeemable, Unlisted Non-Convertible Debentures

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

the Companies (Share Capital and Debentures)
Rules, 2014 are set out in ANNEXURE I and are
available on the website of the Company at https://
www.verandalearning.com/web/index.php/annual-
reports The scheme is in compliance with the ESOP
Regulations.

The Company has received a Certificate from the
Secretarial Auditors that the above referred Scheme
had been implemented in accordance with the SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and the resolutions passed by the
members in this regard.

Conversion of Warrants into Equity Shares

"During the year, the promoters exercised their right
to convert 20,00,000 convertible warrants into equity
shares by remitting '' 46,05,00,000, representing
75% of the warrant issue price of '' 307 per warrant.
The balance 25% of the consideration, amounting
to '' 15,35,00,000, had been received at the time of
warrant allotment. Consequently, the Company
allotted 20,00,000 equity shares of '' 10 each at an
issue price of '' 307 per share (including a premium
of '' 297 per share)."

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

Convertible Warrants:

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

SUBSIDIARY COMPANY(IES)

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

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

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

Veranda Race Learning Solutions Private Limited
(VRL)

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

A report on the performance and financial position
of each of the subsidiaries are provided in the notes
to the consolidated financial statements. Pursuant to
the provisions of Section 129(3) of the Act, read with
Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing salient features of the financial
statements of the Company''s subsidiaries, in Form
AOC-1 is attached. Refer Annexure-II

Pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated
financial statements along with relevant documents
and separate audited financial statements in respect
of the subsidiaries are available on the website of the
Company in the link https://www.verandalearning.
com/web/index.php/annual-reports. The Company
has formulated a Policy for determining Material
Subsidiaries. The Policy is available on the Company''s
website in the link https://www.verandalearning.
com/web/application/files/8116/7793/3786/Policy
for Determination of Material Subsidiaries.pdf.

Board Meetings

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

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

Board Evaluation

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

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

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

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

^ DIRECTORS AND KEY
l MANAGERIAL PERSONNEL:

Re-appointment of director retiring by rotation

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

Independent Directors

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

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

Re-appointment of Independent Directors

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

The Company has received declarations from all the
Independent Directors currently serving on the Board
as of the end of the financial year 2024-25. These
declarations confirm that they continue to meet
the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013, as well as
Regulation 16 and 25 of the SEBI LODR including any
amendments made thereto.

Additionally, the Independent Directors have
registered themselves with the Independent Director''s
Database maintained by the Indian Institute of
Corporate Affairs (IICA). Further, there has been no
change in the circumstances which may affect their
status as Independent Director during the year.

Furthermore, none of the Directors of the Company
are disqualified from being appointed as Directors,
as specified in Section 164(2) of the Act and Rule 14(1)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014. The format of the mentioned
disclosure is provided as ANNEXURE C of Corporate
Governance Report.

In the opinion of the Board, the Independent Directors
appointed are persons of high repute, integrity and
possesses the relevant expertise, experience and
proficiency and are Independent of the Management.
The terms and conditions of appointment of the
Independent Directors are placed on the website at
https://www. veranda learning.com/web/index.php/
corporate-governance-policies

The Company has disclosed the Director''s
familiarisation programme on its website at https://
www.verandalearning.com/web/application/
files/8016/7723/3783/Familiarization Program for
Independent Directors.pdf.

During the year, Non-Executive Directors had no
pecuniary relationship or transactions with the
Company, other than sitting fees, and reimbursement
of expenses incurred by them for attending meetings
of the Company.

Appointment of Non- Executive Director

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

Key Managerial Personnel

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

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

Pursuant to the provisions of Section 2(51) and 203
of the Act, as on the date of this report, the Key
Managerial Personnel (KMP) of the Company are Mr.
Kalpathi S Suresh, Executive Director cum Chairman,
Mr. Saurani Pathan Mohasin Khan, Chief Financial
Officer and Mr. S. Balasundharam, Company
Secretary & Compliance Officer. There are no
changes in the Senior Management/ KMP otherwise
than disclosed in the Directors'' Report/ Corporate
Governance Report.

( MANAGEMENT DISCUSSION
l & ANALYSIS

In accordance with Regulation 34(2) of the SEBI LODR,
the Management Discussion and Analysis report
forms part of this Report as Annexure-VII

( CONSOLIDATED FINANCIAL
l STATEMENT HIGHLIGHTS

Pursuant to Section 129(3) of the Act and SEBI LODR,
the Consolidated Financial Statements prepared in
accordance with the Indian Accounting Standards
prescribed by the Institute of Chartered Accountants
of India, is attached to this report.

^FIXED DEPOSITS

During the year, your Company did not accept
or renew any deposits from the public as defined
under Section 73 of the Act read with Companies
(Acceptance of Deposits) Rules, 2014.

( PARTICULARS OF LOANS,
l GUARANTEES OR INVESTMENTS

Details of loans given, investments made, guarantees
given and securities provided pursuant to the
provisions of Section 186 of the Act have been given
in the notes to the Financial Statements.

f NOMINATION AND
l REMUNERATION POLICY

The Company recognises the importance of fostering
a diverse and inclusive culture as a fundamental
element of its success. It believes that a diverse Board,
among other factors, contributes to better 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 at https://www.verandalearning.com/
web/application/files/9416/7723/3783/Nomination
and Remuneration Policy.pdf.

RISK MANAGEMENT

In accordance with Section 134(3)(n) of the Act, and
Regulation 21 of the SEBI LODR, the Company has
established a comprehensive Risk Management
Policy. This policy provides a framework for
identifying, assessing, monitoring, and mitigating
various business, operational, financial, and other
risks associated with the 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 at https://www.verandalearning.
com/web/application/files/4316/7723/3788/Risk
Management Policy.pdf.

^ INTERNAL CONTROL SYSTEMS
l AND THEIR ADEQUACY

The Company has an adequate internal control
system which commensurate with the size, scale
and complexity of its operations. The Internal Auditor
monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its
compliance with operating systems, accounting
procedures and policies at all locations of the
Company. Based on the report of internal audit
function, process owners undertake corrective action
in their respective areas and there by strengthen the
controls. A report of Auditors pursuant to Section
143(3)(i) of the Companies Act, 2013 certifying the
adequacy of Internal Financial Controls is annexed
with the Independent Auditors Report.

( DETAILS IN RESPECT OF FRAUDS
l REPORTED BY AUDITORS

The Statutory Auditors of the Company have
confirmed, through their Independent 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.

( VIGIL MECHANISM/ WHISTLE
l BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the
Act, read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulations 4
and 22 of the SEBI LODR and in accordance with the
requirements of SEBI (Prohibition of Insider Trading)
Regulations, 2015, the Company has a Whistle Blower
policy to deal with unethical or improper practice or
violation of 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 as Annexure-IV

The Vigil Mechanism Policy, detailing the process
and safeguards, is available on the Company''s
website, https://www.verandalearning.com/web/
application/files/7417/0192/5500/Whistle Blower
Policy revised.pdf

( DIRECTOR''S '' RESPONSIBILITY
l STATEMENT

Pursuant to the requirement under Sections 134(3)
(c) and 134(5) of the Act, in relation to the audited
financial statements of the Company for the year
ended March 31 2025, the Board of Directors hereby
confirms that:

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

2. the Directors have selected such accounting
policies and applied them consistently and
made judgements and estimates that are
reasonable and prudent so as to give a true and

fair view of the state of affairs of your Company
as at March 31 2025 and of the profit /Loss of
your Company for the year ended on that date.

3. the Directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Act for safeguarding the
assets of your Company and for preventing and
detecting fraud and other irregularities;

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

5. the Directors have laid down internal financial
controls to be followed by your Company
and that such internal financial controls are
adequate and are operating effectively and

6. the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems are
adequate and operating effectively.

^RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as
defined under the Act and Regulation 23 of the SEBI
Listing Regulations during the financial year 2024¬
25 were in the ordinary course of business and on
an arm''s length pricing basis. The Audit Committee
and the Board of Directors have approved the
Related Party Transactions Policy and the same
has been hosted on the Company''s website at
https://www.verandalearning.com/web/application/
files/3717/0952/3542/Policy on Related Party
Transactions.pdf. The Policy intends to ensure that

proper reporting, approval and disclosure processes
are in place for all transactions between the
Company and related parties.

The particulars of contract or arrangement entered
into with related parties referred to in Section 188(1)
of the Act which are material in nature are disclosed
in the prescribed Form AOC-2 and annexed herewith
as Annexure-III to this report. The details of the
related party transactions as per Indian Accounting
Standards (IND AS-24 are as well set out in Note No:
43 to the standalone financial statements of the
Company.

The Company in terms of Regulation 23 of the SEBI
LODR submits within the stipulated time from the date
of publication of its standalone and consolidated
financial results for the half year, disclosures of
related party transactions on a consolidated basis,
in the format specified in the relevant accounting
standards to the stock exchanges. The said
disclosures are available on the website of the
Company at https://www.verandalearning.com/
web/index.php/stock-exchange-intimations

BOARD AND COMMITTEE MEETINGS

The details of the Board and other Committee
meetings including the attendance for the said
meetings are given in Corporate Governance Report
which is forming part of this Annexure- IV. The
intervals between the Board meetings adhered to
the maximum period prescribed under the Act, and
the SEBI LODR, as amended and notified from time
to time.

CDETAILS 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.

^PARTICULARS OF EMPLOYEES, REMUNERATION OF DIRECTORS/ KMP

The information pertaining to the remuneration of Managerial Personnel, as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided in Annexure - VIII which forms part of this Annual Report.

As per first proviso to Section 136(l) of the Act and Second Proviso to Rule 5 of the Rules, the report and financial
statements are being sent to the members of the Company excluding the statement of particulars of employees
under Rule 5(2) and Rule 5(3) of the Rules. Any member interested in obtaining a copy of the said statement
may write to the Company Secretary at the Registered office of the Company. The said statement is also
available for inspection by the members at registered office of the Company during office hours till the date of
Annual General Meeting. The Company affirms that the remuneration is as per the remuneration policy of the
Company as approved by the Board of Directors.

( DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
l (prevention, prohibition and redressal) ACT, 2013

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 the Company has developed a comprehensive Policy on Prevention of Sexual
Harassment at Workplace. This policy aims to prevent, prohibit, and address instances of sexual harassment
within the workplace. To facilitate the effective implementation of the policy, an Internal Complaints Committee
has been established to promptly address any complaints received.

The Company is fully committed in providing a safe and inclusive work environment for all its employees and
associates. Regular awareness sessions are conducted throughout the organisation to ensure that employees
are well-informed about the Policy and the provisions of the Prevention of Sexual Harassment Act.

As a result, no complaints of sexual harassment were received by the Company. This is a positive indication of
the Company''s commitment to fostering a respectful and harassment-free workplace environment.

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

COMPLIANCE OF THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961

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

CORPORATE GOVERNANCE

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

A Certificate from the Secretarial Auditors of the
Company confirming the compliance of conditions
of Corporate Governance as stipulated in SEBI LODR
forms part of this Annual Report.

The Executive Chairman and the Chief Financial
officer of the Company have certified to the Board
the financial statements and other matters in

accordance with the Regulation 17(8) of the SEBI LODR
pertaining to CEO/CFO certification for the financial
year ended March 31 2025 and the same is enclosed
as Annexure A to the Corporate Governance Report.

STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the
Act, read with the Companies (Audit and Auditors)
Rules, 2014, as amended, M/s. Deloitte Haskins & Sells,
Chartered Accountants, with FRN: 008072S, were
appointed as the Statutory Auditors of the Company
at the 3rd Annual General Meeting held on October
29 2021. They were appointed for a term of 5 years,
concluding at the 8th Annual General Meeting to be
held in the 2026-27.

The Annual Accounts of the Company, including
the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement, along with the Notes and
Schedules to the Accounts, have been audited by
M/s. Deloitte Haskins & Sells, Chartered Accountants,
based in Chennai. The Independent Auditors'' Report,
provided by the Auditors 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.

^SECRETARIAL AUDITORS

In accordance with Section 204(1) of the Companies
Act, 2013, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Subject to the approval of the
members at the ensuing annual general meeting the
Board of Directors has appointed M/s. S. Sandeep &
Associates, Practising Company Secretaries, Chennai,
(Firm Reg No: P2025TN103600) as the Secretarial
Auditors of the Company.

The Secretarial Audit Report issued by M/s. IBH &
Co., Practising Company Secretaries, Chennai (FRN:
S2011KR152500) for the financial year ended March
31 2025, is attached as Annexure V to this Report.
The Report does not contain any qualifications,
reservations or adverse remarks.

The Secretarial Audit of the material subsidiaries of
the Company for the Financial Year 2024-25 has
been duly completed and it does not have any
qualification or adverse remark. The report is attached
as Annexure V. The Board confirms compliance of
the provisions of the Secretarial Standards notified by
the Institute of Company Secretaries of India (ICSI).

INTERNAL AUDITOR

M/s. Sundaram & Srinivasan, an Independent
Chartered Accountant Firm, are the internal auditors
of the Company. The reports of the Internal Auditors
are placed to the Audit Committee at its meetings.

COST RECORDS

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

EMPLOYEE SAFETY

The safety and well-being of our employees are
paramount. We are dedicated to fostering a safe,
healthy, and supportive work environment. Our safety
protocols are designed to protect our workforce
and ensure compliance with all relevant health and
safety regulations.

CCONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

A & B. Conservation of Energy, Technology Absorption

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of
conservation of energy and technology absorption have not been furnished considering the nature of activities
undertaken by the Company during the year under review.

C. Foreign Exchange Earnings and Outgo

S. No.	Particulars	Financi	alYear 2023-24
A	Foreign Exchange earned	-	-
B	Foreign Exchange used	318.30	3.36
C	Net Foreign Exchange earned (a-b)	(318.30)	(3.36)

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation 34(f) of the SEBI LODR, a separate report on the Business Responsibility and
Sustainability Report, forms part of this Annual Report as Annexure - VI.

RECOMMENDATIONS OF AUDIT COMMITTEE

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

CHANGE IN NATURE OF BUSINESS:

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

GMATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company occurred
during the financial year ended, i.e. March 31 2025 to which these financial statements relate and to the date of
this report. The following additional information are given: -

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

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

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

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

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

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

Further the company has allotted 1,58,71,173 Equity Shares of face value of '' 10 each to eligible qualified institutional
buyers at an issue price of '' 225.20 per Equity Share (including a premium of '' 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 '' 236.92 per Equity Share, aggregating to '' 3,57,41,88,159.60 (Three Hundred Fifty-Seven Crore
Forty-One Lakh Eighty-Eight Thousand One Hundred Fifty-Nine and Sixty Paise Only).

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

^DEMERGER OF THE COMMERCE VERTICAL

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

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

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("The Rules"), all unpaid or unclaimed dividends are
required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by
the Central Government, after completion of seven consecutive years from the date of transfer of such amount
to unpaid dividend account. Further, according to the Rules, the shares in respect of which dividend has not
been paid or claimed for seven consecutive years or more shall also be transferred to the demat account of
IEPF Authority.

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

^CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year under review, our company is not obligated to comply with the provisions of Section
135 and Schedule VII of the Act, along with the Companies (Corporate Social Responsibility Policy) Rules, 2014 on
CSR spending. However, CSR policy is applicable and has been adopted by the Board and the same is hosted
on the website of the Company https://www.verandalearning.com/web/index.php/corporate-governance-
policies.

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

During the year under review, the Company hasn''t made any application or any proceedings pending against
the Company under Insolvency and Bankruptcy, Code 2016.

GDETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF

The Company has not made any one-time settlement during the year under review with banks or financial
institutions and therefore, this clause is not applicable.

ANNUAL RETURN

The Annual Return of the Company as of March 31
2025, in Form MGT-7 as ANNEXURE IX, in compliance
with Section 92(3) of the Companies Act, along with
the Companies (Management and Administration)
Rules, 2014, is accessible on the Company''s website
at https://www.verandalearning.com/web/index.
php/investors-financials

COMPLIANCE WITH CODE OF CONDUCT

The Company has framed Code of Conduct for the
Board of Directors and Senior Management personnel
of the Company. The Code of Conduct is available on
the Company''s website www.verandalearnings.com.
All the Board of Directors and senior management
personnel have affirmed compliance with the Code
of conduct as on March 31 2025.

As required under Regulation 34(3) and Schedule
V (d) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a declaration
from Mr. Kalpathi S Suresh, Executive Director Cum
Chairman to this effect is annexed to the Report
on corporate governance which forms part of this
Annual Report.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on BSE
Limited and the National Stock Exchange of India
Limited and the Company has paid the applicable

listing fees to the Stock Exchanges within the
stipulated time for the financial year 2024-25.

PERSONNEL

Employee relations have been very cordial during
the financial year ended March 31 2025. The Board
wishes to place on record its appreciation to all
the employees in the Company for their sustained
efforts and immense contribution to the high level of
performance and growth of the business during the
year.

ACKNOWLEDGEMENT

The Board of Directors place on record sincere
gratitude and appreciation for all the employees at
all levels for their hard work, solidarity, co-operation
and dedication during the year.

The Board conveys its appreciation for its customers,
shareholders, suppliers as well as vendors, bankers,
business associates, regulatory and government
authorities for their continued support.

For and on behalf of the Board of Directors
Kalpathi S Suresh

Place: Chennai Executive Director cum Chairman
Date: August 05 2025 DIN: 00526480

---

Mar 31, 2024

Your Directors have pleasure in presenting the Sixth Annual Report of the Company together with Audited Accounts for the year ended March 31, 2024.

FINANCIAL RESULTS:

The financial performance of your Company is stated hereunder:

'' in lakhs
Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	3,940.85	1,714.09	36,173.06	16,135.67
Other Income	1,873.76	3,791.48	828.68	3,856.39
Total Income	5,814.61	5,505.57	37,001.74	19,992.06
Profit/(Loss) before tax	2,049.65	702.32	(8,125.84)	(8,943.25)
Less: Tax expenses	(283.36)	4.04	(514.67)	(1,021.88)
Profit/(Loss) after tax	2,333.01	698.28	(7,611.17)	(7,921.37)
Closing balance in Retained Earnings	1,612.39	(718.61)	(22,591.53)	(14,607.42)
EPS Basic (?)	3.53	1.20	(12.05)	(13.65)
EPS Diluted (?)	3.41	1.16	(12.05)	(13.65)

This remarkable performance can be attributed to your Company''s relentless focus on innovation and delivering high quality educational content. Your Company has continuously enhanced offerings by leveraging cutting edge technologies, implementing data driven insights, and incorporating feedback from educators, students, and parents.

STATE OF THE COMPANY''S AFFAIRS

Veranda Learning Solutions is a diversified education company providing end-to-end solutions across the education spectrum, from K-12 schooling to professional upskilling. We cater to students, aspirants, graduates and professionals through various learning formats, including online, offline, and hybrid models. Our comprehensive approach encompasses foundational education, specialized preparatory courses, integrated graduation programs, and tailored upskilling initiatives.

A deep dive into the Veranda ecosystem

We provide comprehensive services under three primary categories: Academic, Vocational, and Test-Prep.

In the Academic category, Veranda manages a variety of institutions to build a robust educational foundation. Our K-12 brand aims to transform school education through innovative teaching methods and the integration of cutting-edge technology, shaping the next generation of lifelong learners. Additionally,

Veranda serves thousands of students across numerous colleges in Telangana and Karnataka, offering top-notch educational services and preparing them for future academic endeavours. In addition, Veranda has organically started a Higher Education division which offers long-term degrees and certification programs in collaboration with prestigious institutions in the field of Management, Technology, Leadership and Marketing.

The Vocational segment provide skills training and internship opportunities for college students, online upskilling courses for working professionals, and recruitment training for individuals aiming to join private banks and the BFSI sector. Veranda offers integrated programs that blend academic excellence with industry-oriented curricula. Programs in emerging technologies and hands-on experience through hackathons and live projects bridge the gap between academic learning and industry requirements.

In the Test-Prep category, Veranda stands out with its exceptional coaching programs for competitive exams. Veranda is renowned for its rigorous training and expert faculty, helping students excel in various competitive exams, including civil services. We offer specialized coaching for exams like PSC, SSC, RRB, CLAT, and TNPSC, KPSC, APSC among others and ensure that students receive the best possible preparation to succeed in their chosen careers.

Through its wide range of services, Veranda Learning Solutions is dedicated to helping students and professionals across India achieve success in their education and careers.

Courses Offered

Veranda Learning employs a multi-layered, end-to-end approach to education, offering a wide range of specialized courses tailored to meet the diverse needs of students and professionals. Our courses are designed by seasoned educators and industry experts to ensure comprehensive learning and career readiness.

K-12

Schools, managed by Veranda K-12, ensure a strong academic foundation for our students by offering a variety of services that support their success and well-being. We provide comprehensive teacher training programs to enhance educators'' skills and effectiveness, along with dynamic curriculum development that aligns with educational standards. Our robust assessment systems monitor student progress, while technology integration creates interactive learning environments. Additionally, we offer extracurricular activities and counseling services to promote holistic development and emotional well-being.

Undergraduate Courses

We offer comprehensive educational opportunities, including accredited colleges and a wide range of related coaching services. Our advanced courses in Management and Commerce are designed to enrich the mind and prepare students for successful careers both nationally and internationally. These programs blend academic rigor with professional certification preparation, providing a solid foundation in commerce while equipping students with the necessary skills to excel in professional accounting roles. Our curriculum combines theoretical knowledge with practical training, ensuring that students are well-prepared to meet the demands of industry.

Higher Education

This segment focuses on higher education and skill development, addressing the growing demand for specialized training and career guidance. This segment collaborates with prestigious universities to provide courses in Management, Technology, Leadership, and Marketing

Test Preparation

Our comprehensive exam preparation programs cover a wide array of competitive exams. These include:

Civil Services Exams: Rigorous training programs designed to prepare students for IAS and other civil service examinations, including residential programs that provide an immersive learning experience.

Banking Exams: Intensive coaching for exams like IBPS, SBI, and other banking sector tests, with a focus on both prelims and mains.

Government Job Exams: Specialized coaching for PSC, SSC, RRB, TNPSC, and other government recruitment exams.

Law Entrance Exams: Tailored coaching for CLAT and other law entrance exams to help students secure admission to top law schools.

Professional Accounting and Finance Qualifications: Dedicated coaching for CA, ACCA, CMA, CFA and other foreign commerce courses, ensuring students are well-prepared for both national and international certifications.

Our test-prep courses feature expert faculty, state-of-the-art facilities, and a structured curriculum that includes mock tests, practice sessions, and personalized feedback to enhance students'' performance..

Professional Skill Development

Veranda provides a variety of professional skill development programs designed to enhance employability and career progression. These include:

Technical Upskilling: Courses in data science, artificial intelligence, machine learning, cloud computing, DevOps, and other trending technologies. These programs are designed to meet industry standards and include hands-on projects and practical training.

Soft Skills Training: Programs focusing on essential soft skills such as communication, leadership, teamwork, and problem-solving. These courses are aimed at enhancing personal effectiveness and professional growth.

Employability Training: Comprehensive training in resume building, interview preparation, career guidance, and job placement support.

CORE INVESTMENT COMPANY (CIC) REGISTRATION

Your Company fulfils the criteria to be defined as a Core Investment Company (CIC) as defined in the Regulations made by the Reserve Bank of India (rbi) as at April 01, 2023 and the Company has applied for its registration as CIC with the RBI on July 06, 2023. However, as indicated in Note 48 to the financial statements, the Company has intimated the RBI on February 19, 2024 that it is in the process of restructuring its activities following which it would no longer meet the eligibility criteria of a CIC.

DIVIDEND & TRANSFER TO RESERVES:

Your Directors do not recommend any dividend for the current financial year. However, the dividend distribution policy, framed in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") and approved by the Board of Directors, is available on the website of the Company at https://www.verandalearning.com/web/application/ files/4816/7723/3782/Dividend_Distribution_Policy. pdf. The Company proposes to retain the entire amount as surplus in Profit & Loss Account and not to transfer any amount to General reserves.

SHARE CAPITAL Authorised Share Capital:

As on March 31, 2024, the authorised share capital of the Company was '' 100 Crores comprising of 10 Crores of Equity Shares of '' 10/- each.

Paid-up Share Capital:

Preferential Allotment for consideration other than Cash

During the year, your Company allotted 75,78,743 equity shares of '' 10/- each at an issue price of '' 187/-per share (including a premium of '' 177/- per share). This allotment was made on a preferential basis for consideration other than cash, for the purpose of swapping Equity Shares of Veranda Administrative Learning Solutions Private Limited

Employee Stock Options

During the year, your Company allotted 46,752 Equity Shares of '' 10/- each at a premium of '' 58.50/-per share to the Employees of the Company and its subsidiaries upon exercise of the grants vested. The details of the stock options granted under "Veranda Learning Solutions Limited - Employee

Stock Option Plan 2022" and the disclosures in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (ESOP Regulations) and Section 62(1)(b) of the Companies Act 2013 ("Act") read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are set out in ANNEXURE I and are available on the website of the Company at https:// www.verandalearning.com/web/index.php/ generalmeeting. The scheme is in compliance with the ESOP Regulations.

Thus, as a result of which, the paid-up share capital of the Company as on March 31, 2024 increased to '' 69,19,75,460.

The Company has received a Certificate from the Secretarial Auditors that the above referred Scheme had been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed by the members in this regard.

SUBSIDIARY COMPANY(IES)

Your Company acquired and invested in businesses entities through its wholly owned subsidiary / Subsidiary Companies and during the year under review, the following companies became our subsidiary Companies: - Six Phrase Edutech Private Limited, Talentely Innovative Solutions Private Limited, Neyyar Education Private Limited, Neyyar Academy Private Limited, Veranda K-12 Learning Solutions Private Limited (Previously Known as "EDUCARE INFRASTRUCTURE SERVICES PRIVATE LIMITED"), Phire Learning Solutions Private Limited, BAssure Solutions Private Limited and incorporated Sreedhar''s CCE Learning Solutions Private Limited.

During the year ended March 31, 2024, Veranda XL Learning Solutions Private Limited, a subsidiary of the Company, had acquired 50% shareholding of Tapasya Educational Institutions Private Limited (TEIPL). On April 03, 2024, the Company has further acquired 1.00% shares of Tapasya, resulting in 51.00% shareholding of TEIPL.

Veranda XL Learning Solutions Private Limited (VXL)

Veranda XL Learning Solutions Private Limited has entered into a Business Transfer Agreement on April 18, 2024, with Logic Management Training Institutes Private Limited for acquisition of the business of them as a going concern for a consideration in the form

of cash or shares, at the discretion of the Transferee Company.

National Company Law Tribunal, Chennai, vide its order dated November 30, 2023 has sanctioned the Scheme of amalgamation between Veranda XL Learning Solutions Private Limited (''Transferee Company'') and J. K. Shah Education Private Limited (''Transferor Company'') and their respective shareholders and creditors. Pursuant to the said Order, the Transferee Company has allotted 18,98,970 equity shares of '' 10/- each to the shareholders of Transferor Company, constituting 24% of the paid-up equity share capital of Transferee Company and consequent to this VXL has become Subsidiary Company ( earlier wholly owned subsidiary).

A report on the performance and financial position of each of the subsidiaries are provided in the notes to the consolidated financial statements.

Pursuant to the provisions of Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s subsidiaries, in Form AOC-1 is attached. Refer Annexure-II

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website of the Company in the link https://www. verandalearning.com/web/index.php/investors-financials. The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company''s website in the link https://www.verandalearning.com/web/application/ files/8116/7723/3786/Policy for Determination of Material Subsidiaries.pdf.

BOARD OF DIRECTORS

The Board met nine times during the year under review. The details of Board meetings and attendance of the Directors are provided in the Corporate Governance Report.

The composition of the Board of Directors and its Committees are in accordance with the Act and the SEBI LODR. The Corporate Governance Report given in Annexure- IV to this report contains the composition of the Board of Directors of the Company and its Committees. The intervals between the Board meetings adhered to the maximum period prescribed

under the Act, and the SEBI LODR, as amended and notified from time to time.

Pursuant to the provisions of Section 134 (3) (p), Section 149(8) read with Schedule-IV of the Act, SEBI LODR, an annual performance evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The criteria for evaluation of the Board and Non- Independent Directors at a separate meeting of Independent Directors were carried out in accordance with the Nomination & Remuneration Policy adopted by the Board.

The evaluation was carried out, taking into consideration the composition of the Board and availability of multi-disciplinary skills, commitment to good corporate governance practices, adherence to regulatory compliance. The Board of Directors have also carried out the evaluation of the Directors, performance of Independent Directors and its Committees based on the guidelines prescribed by the SEBI.

For detailed information and insights regarding the performance evaluation, refer to the Corporate Governance Report forming part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Re-appointment of director retiring by rotation

In accordance with Section 152(6)(c) of the Act, Mr. Kalpathi S Aghoram (DIN 00526585) , a Non-Executive Director of the Company, retiring by rotation. Being eligible for re-appointment, Mr. Kalpathi S Aghoram, has expressed his willingness to continue serving as a Director of the Company. Accordingly, the reappointment of Mr. Kalpathi S Aghoram, will be placed before the 6th Annual General Meeting for the approval of the shareholders of the Company.

Independent Directors

During the financial year under review Mr. Varun Bajpai (DIN: 00058339), Non- Executive Independent Director of the Company, resigned with effect from December 26, 2023 due to his preoccupation with his own organisation. The Board of Directors places on record their earnest appreciation to the invaluable contributions, leadership and guidance extended by him during his tenure

The Company has received declarations from all the Independent Directors currently serving on the Board as of the end of the FY 2023-24. These declarations confirm that they continue to meet the criteria of

independence as prescribed under Section 149(6) of the Companies Act, 2013, as well as Regulation 16 and 25 of the SEBI LODR including any amendments made thereto.

Additionally, the Independent Directors have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs (IICA). Further, there has been no change in the circumstances which may affect their status as Independent Director during the year.

Furthermore, none of the Directors of the Company are disqualified from being appointed as Directors, as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. The format of the mentioned disclosure is provided as ANNEXURE C of Corporate Governance Report.

In the opinion of the Board, the Independent Directors appointed are persons of high repute, integrity and possesses the relevant expertise, experience and proficiency and are Independent of the Management The terms and conditions of appointment of the Independent Directors are placed on the website at https://www.verandalearning.com/web/application/ files/9816/7723/3785/Policy on Terms of Appointment of Independent Directors.pdf.

The Company has disclosed the Director''s familiarisation programme on its website at https:// www.verandalearning.com/web/application/ files/8016/7723/3783/Familiarization Program for Independent Directors.pdf.

During the year, Non-Executive Directors had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for attending meetings of the Company.

The Board of Directors at its meeting held on August 07, 2024 has approved the appointment of Mr S. Balasundharam as Company Secretary & Compliance Officer under SEBI LODR and a Key Managerial Personnel of the Company with effect from August 11, 2024 in place of Mr M Anantharamakrishnan, who has superannuated from the services of the Company on the above date.

Pursuant to the provisions of Section 2(51) and 203 of the Act, as on the date of this report, the Key Managerial Personnel (kmp) of the Company are Mr. Kalpathi S Suresh, Executive Director cum

Chairman, Ms Saradha Govindarajan, Chief Financial Officer and Mr S. Balasundharam, Company Secretary & Compliance Officer. There are no changes in the Senior Management/ KMP otherwise than disclosed in the Directors'' Report/ Corporate Governance Report.

MANAGEMENT DISCUSSION & ANALYSIS

In accordance with Regulation 34(2) of the SEBI LODR, the Management Discussion and Analysis report forms part of this Report as Annexure-VII

CONSOLIDATED FINANCIAL STATEMENT HIGHLIGHTS: -

Pursuant to Section 129(3) of the Act and SEBI LODR, the Consolidated Financial Statements prepared in accordance with the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of India, is attached to this report.

FIXED DEPOSITS

During the year, your Company did not accept or renew any deposits from the public as defined under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

Details of loans given, investments made, guarantees given and securities provided pursuant to the provisions of Section 186 of the Act have been given in the notes to the Financial Statements.

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 decisionmaking by leveraging the diverse skills, qualifications, professional experiences, and knowledge of its members, thereby facilitating sustainable and balanced development. In line with this, the Board, based on the recommendations of the Nomination and Remuneration Committee, has established a comprehensive policy regarding the appointment, remuneration, and evaluation of Directors, Key Managerial Personnel and Senior Management of the Company.

The policy encompasses various aspects, including the criteria for determining qualifications, positive attributes, independence and remuneration of

these individuals. The key highlights of this policy are presented in the Corporate Governance Report, which is an integral part of the Company''s Annual Report. Furthermore, the Nomination and Remuneration Policy is accessible on the Company''s official website, providing transparency and easy access to interested stakeholders at https://www.verandalearning.com/ web/application/files/9416/7723/3783/Nomination and Remuneration Policy.pdf.

RISK MANAGEMENT

In accordance with Section 134(3)(n) of the Act, and Regulation 21 of the SEBI LODR, the Company has established a comprehensive Risk Management Policy. This policy provides a framework for identifying, assessing, monitoring, and mitigating various business, operational, financial, and other risks associated with the 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 at https://www.verandalearning. com/web/application/files/4316/7723/3788/Risk Management Policy.pdf.

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

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

The Statutory Auditors 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.

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 LODR and in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has a Whistle Blower policy to deal with unethical or improper practice or violation of 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 as Annexure-IV

The Vigil Mechanism Policy, detailing the process and safeguards, is available on the Company''s website, https://www.verandalearning.com/web/application/ files/7417/0192/5500/Whistle Blower Policy revised. pdf

DIRECTOR''S '' 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, 2024, the Board of Directors hereby confirms that:

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

2. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2024 and of the profit of your Company for the year ended on that date.

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

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

5. the Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively and the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act and Regulation 23 of the SEBI Listing Regulations during the FY 2023-24 were in the ordinary course of business and on an arm''s length pricing basis. The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy and the same has been hosted on the Company''s website at https://www.verandalearning.com/web/application/ files/3717/0952/3542/Policy on Related Party Transactions.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

The particulars of contract or arrangement entered into with related parties referred to in Section 188(1) of the Act which are material in nature are disclosed in the prescribed Form AOC-2 and annexed herewith

as Annexure-III to this report. The details of the related party transactions as per Indian Accounting Standards (IND AS-24 are as well set out in Note No: 41 to the standalone financial statements of the Company.

The Company in terms of Regulation 23 of the SEBI LODR submits within the stipulated time from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures are available on the website of the Company at https://www.verandalearning.com/ web/index.php/stock-exchange-intimations

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.

PARTICULARS OF EMPLOYEES, REMUNERATION OF DIRECTORS/ KMP

The information pertaining to the remuneration of Managerial Personnel, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - VIII which forms part of this Annual Report.

As per first proviso to Section 136(1) of the Act and Second Proviso to Rule 5 of the Rules, the report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) and Rule 5(3) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered office of the Company. The said statement is also available for inspection by the members at registered office of the Company during office hours till the date of Annual General Meeting. The Company affirms that the remuneration is as per the remuneration policy of the Company as approved by the Board of Directors.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (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.

CORPORATE GOVERNANCE

Your company has taken adequate steps to adhere to all the conditions laid down in SEBI LODR with respect to Corporate Governance. Pursuant to Regulation 34(3) of the SEBI LODR read with Schedule-V thereof, the report on Corporate Governance has been furnished in the Annual Report and forms part of the Annual Report as Annexure- IV.

STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. Deloitte Haskins & Sells, Chartered Accountants, with FRN: 008072S, were appointed as the Statutory Auditors of the Company at the 3rd Annual General Meeting held on October 29, 2021. They were appointed for a term of 5 years, concluding at the 8th Annual General Meeting to be held in the FY 2025-26.

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 Auditors 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.

SECRETARIAL AUDITORS

In accordance with Section 204(1) of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. IBH & Co, Practising Company Secretaries, Chennai, as the Secretarial Auditors of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2024, is attached as Annexure V to this Report. The report does not contain any qualifications, reservations, adverse remarks, or disclaimers, except for the observations related to the Structured Digital Database (SDD) and video recordings.

The Company has complied with Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, with respect to the Structured Digital Database (SDD). However, in a few instances, Unpublished Price Sensitive Information (UPSI) was not entered into the SDD. Instead, it was securely shared through a dedicated email to designated persons within the organisation exclusively on a need to know basis who are governed by the confidentiality clauses and there were no leakage of UPSI occurred through this method This dissemination took place during the window closure period from July 01, 2023 to August 11, 2023 for the Q1 Unaudited Financial Results of FY 2023-24.

The Company took appropriate measures to ensure the integrity of the video recordings of its meetings, including implementing security and identification procedures to record the proceedings. Despite these efforts, technical issues during three Board meetings and one Committee Meeting in Quarter 4 of FY 2324, resulted in incomplete recordings. However, the minutes of these meetings were circulated to all the Board and Committee Members, and they have confirmed the proceedings, and signed by the Chairman of respective meeting(s).

The Secretarial Audit of the material subsidiaries of the Company for the FY 2023-24 (Veranda IAS Learning Solutions Private Limited carried out on

voluntary basis) has been duly completed and it does not have any qualification or adverse remark. The report is attached as Annexure V. The Board confirms compliance of the provisions of the Secretarial Standards notified by the Institute of Company Secretaries of India (ICSI).

INTERNAL AUDITOR

M/s. Sundaram & Srinivasan, an Independent Chartered Accountant Firm, are the internal auditors of the Company. The reports of the Internal Auditors are placed to the Audit Committee at its meeting

COST RECORDS

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

EMPLOYEE SAFETY

The safety and well-being of our employees are paramount. We are dedicated to fostering a safe, healthy, and supportive work environment. Our safety protocols are designed to protect our workforce and ensure compliance with all relevant health and safety regulations.

ceo/cfo certification:

In accordance with Regulation 17 of the Listing Regulations, the CEO/CFO certificate for the financial year 2023-24, signed by Mr. Kalpathi S. Suresh and Ms. Saradha Govindarajan, was presented to the Board of Directors during their meeting held on May 28, 2024. The certificate is attached as an annexure to the Corporate Governance Report as ANNEXURE A.

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.

C. Foreign Exchange Earnings and Outgo ('' in lakhs)
S. No.	Particulars	Financial Year
		FY 2023-24	FY 2022-23
A	Foreign Exchange earned	-	-
B	Foreign Exchange used	3.36	1,117.21
C	Net Foreign Exchange earned (a-b)	(3.36)	(1,117.21)

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

RECOMMENDATIONS OF AUDIT COMMITTEE

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

CHANGE IN NATURE OF BUSINESS:

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

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 and commitments affecting the financial position of the Company occurred during the financial year ended, i.e. March 31, 2024 to which these financial statements relate and to the date of this report. The following additional information are given: -

The Company has allotted 75,950 Equity Shares of '' 10/- each at an issue price of '' 68.50 per share through ESOP to employees of the Company and its subsidiaries and also allotted 20,00,000 on

conversion of warrants to Equity Shares to promoters of the Company on April 26, 2024 respectively.

The Company has allotted 98,678 equity shares of '' 10/- each at an issue price of '' 68.50 per share and 921 equity shares '' 175.43 per share through ESOP to employees of the Company and its subsidiaries on August 05, 2024. Further the Company has allotted 9500 shares of '' 10/- each at an issue price of '' 68.50 per share on 2nd .September 2024.

Hence, the paid-up capital of the company has increased to '' 71,38,25,950/- as on the date of this report.

Further, Veranda Learning Solutions Limited (the Company), along with its subsidiaries Veranda Race Learning Solutions Private Limited and Veranda XL Learning Solutions Private Limited, has issued NonConvertible Debentures (NCDs) to BPEA and BPEA-identified persons. The total amount of these NCDs does not exceed '' 545 Crores out of which 435 Crores have been raised.

TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (lEPF)

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016" ("The Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven consecutive years from the date of transfer of such amount to unpaid dividend account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year under review, our company is not obligated to comply with the provisions of Section 135 and Schedule VII of the Act, along with the Companies (Corporate Social Responsibility Policy) Rules, 2014 on CSR spending. However , CSR policy is applicable and has been adopted by the Board and

the same is hosted on the website of the Company https://www.verandalearning.com/web/index.php/ corporate-governance-policies.

THE 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.

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.

ANNUAL RETURN

The Annual Return of the Company as of March 31, 2024, in Form MGT-7 as Annexure IX, in compliance with Section 92(3) of the Companies Act, along with the Companies (Management and Administration) Rules, 2014, is accessible on the Company''s website at https://www.verandalearning.com/web/index.php/ investors-financials

STATEMENT OF DEVIATION OR VARIATION

The funds raised through Preferential Issue have been fully utilised. As a result, the requirement to provide any explanation for deviations or variations doesn''t arise.

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.verandalearnings.com. All the Board of Directors and senior management personnel have affirmed compliance with the Code of conduct as on March 31, 2024.

As required under Regulation 34(3) and Schedule V (d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration from Mr. Kalpathi S Suresh, Executive Director Cum

Chairman to this effect is annexed to the Report on corporate governance which forms part of this Annual Report.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company are listed on BSE Limited and the National Stock Exchange of India Limited and the Company has paid the applicable listing fees to the Stock Exchanges within the stipulated time for the financial year 2023-24.

PERSONNEL

Employee relations have been very cordial during the financial year ended March 31, 2024. The Board wishes to place on record its appreciation to all the employees in the Company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year.

ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, co-operation and dedication during the year.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

---

Mar 31, 2023

Board''s Report to the Shareholders

Your Director''s have pleasure in presenting the Fifth Annual Report of the Company together with Audited Accounts
for the year ended March 31, 2023.

Financial Results:

The financial performance of your company is stated hereunder:

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022	For the year ended March 31, 2023	For the year ended March 31, 2022
	Standalone	Standalone	Consolidated	Consolidated
Revenue from Operations	5,505.57	1,352.43	19,992.06	7,560.15
Earnings/(loss) before Interest, Taxes, Depreciation and Amortisation	1,090.52	(417.94)	(3,367.23)	(3,905.21)
Less: Finance Costs	337.09	814.97	1,029.87	833.15
Less: Depreciation and Amortisation Expense	51.11	36.69	4,546.15	1,382.45
Profit/(loss) for the period before share of profit in associate	702.32	(1,269.60)	(8,943.25)	(6,120.81)
Share of profit of Associate	-	-	-	-
Profit/(loss) before exceptional items & tax	702.32	(1,269.60)	(8,943.25)	(6,120.81)
Exceptional Items	-	-	-	-
Profit/(loss) before Tax	702.32	(1,269.60)	(8,943.25)	(6,120.81)
Less: Tax Expense	4.04	(4.61)	(1,021.88)	(271.32)
Profit/(loss) for the period from continuing operations	698.28	(1,264.99)	(7,921.37)	(5,849.49)
Profit before tax from discontinued operations	-	-	-	-
Tax expense of discontinued operations	-	-	-	-
Profit for the period from discontinued operations	-	-	-	-
Profit/(loss) for the period	698.28	(1,264.99)	(7,921.37)	(5,849.49)
Attributable to:
Shareholders of the company	698.28	(1,264.99)	(7,921.37)	(5,849.49)
Non-Controlling Interest Other Comprehensive Income/(loss) (net of tax)	7.58	(5.22)	11.91	(5.97)
Total Comprehensive Income/(loss)	705.86	(1,270.21)	(7,909.46)	(5,855.46)
Attributable to: Shareholders of the company Non-Controlling Interest	705.86	(1,270.21)	(7,909.46)	(5,855.46)
Opening balance in Retained Earnings	(1,424.47)	(154.26)	(6,712.50)	(857.05)
Amount available for Appropriation	-	-	-	-
Dividend	-	-	-	-
Tax on Dividend	-	-	-	-
Transfer to General Reserve	698.28	(1,264.99)	(7,921.37)	(5,849.49)
Transfer to other Reserve	7.58	(5.22)	26.45	(5.97)
Closing balance in Retained Earnings	(718.61)	(1,424.47)	(14,607.42)	(6,712.50)
EPS Basic	1.20	(3.67)	(13.65)	(16.96)
EPS diluted	1.16	(3.67)	(13.65)	(16.96)

Transfer to Reserves

The Company has not proposed to transfer any amount
to the Reserves.

Dividend:

The Company has reported loss during the financial year
and hence, no dividend has been recommended by the
Board of Directors.

Review of Business Operations and Future
Prospects:

Company Overview:

Veranda Learning Solutions - Offering End-To-End
Solutions In The Education Space

Founded in 2018 by the Kalpathi AGS Group, Veranda
Learning Solutions Limited ("Veranda") is a public listed
education company that offers a bouquet of training
programmes for competitive exam preparation,

including State Public Service Commission, Banking,
Insurance, Railways, IAS and CA, as well as a slew of
professional skilling and upskilling programmes in
trending technologies. Veranda Learning aims to offer
a robust learning platform riding on a network of strong
mentors, educationists, and tech experts.

As a brand, Veranda is guided by three main principles:
the first is to provide high-quality learning experiences
to every learner, the second is to keep each program
affordable for the "real India", and the third is to drive
outcomes. Veranda is a hybrid company offering online,
offline, blended forms, and maximising the use of
technology to improve teaching and learning efficiency.
The successful combination of online and offline modes
to deliver high-quality educational content across
all channels have leveraged a digital framework that
prioritises outcomes while remaining cost-effective for
"real India."

The core engineering capabilities of Veranda Labs
combines technology, processes, and methodologies
to provide high-quality, in-depth, personalised learning
opportunities and content to learners across the country.
Dedicated to creating an impact on students and
delivering successful academic outcomes, Veranda
uses a multi-modal delivery system backed to offer a
rigorous and disciplined learning framework.

The company offers services through its subsidiaries:
Veranda Race Learning Solutions Private Limited,

Veranda XL Learning Solutions Private Limited, Veranda
IAS Learning Solutions Private Limited, Brain4ce Education
Solutions Private Limited, Veranda Administrative
Learning Solutions Private Limited, Veranda Management
Learning Solutions Private Limited and Veranda Learning
Solutions North America Inc.

Delivery Models

Veranda provides customers with a wide range of
delivery options that include online, offline hybrid and
offline blended allowing learners to select the model
with which they are most comfortable with. The offline
hybrid learning model involves classroom teaching
supported with online assessments and access to
self-paced learning material to enhance recall and
retention. The offline blended model involves a mix of
Online content and Offline delivery, wherein the centre
delivers LMS Study Materials together with traditional
classroom experience of personal mentoring. Veranda''s
offline hybrid and offline blended learning models offer
traditional classroom experience of personal mentoring
from experienced Mentors along with highly curated
digital content and online assessments. Veranda''s
tech-infused online learning model allows learners to
engage in a self-paced inclusive and individualised
learning experience. Focusing Tier 2, Tier 3 and rural
areas, Veranda has developed specific courses in
regional languages to better reach out to the students in
these regions.

Key Updates

Consolidated Financial Performance

During the fiscal FY23, Veranda Learning Solutions
reported a total revenue growth of 164.44% compared
to same period previous year. The total revenue for FY23
stood at H 19,992.06 Lakhs compared to H 7,560.15 Lakhs
in the corresponding period in FY22. Gross Profit for FY23
stood at H 4,983.60 Lakhs compared to H 2,930.30 Lakhs
in FY22 a growth of 70.07% y-o-y. The company reported
a Gross Profit margin of 49.27% in Q4FY23 and 30.89%
in FY23.

Strengthening Balance Sheet

The EBITDA loss for FY23 narrowed to H 3,367.23 Lakhs in
FY23 from a loss of H 3,905.21 Lakhs in FY22. During FY23,
the company continued its growth investment which
stood at H 2,424.30 Lakhs; largely toward expanding the
offline centres under Edureka Learning Centres and
setting up its Higher Education business. During FY23, the
company incurred H 2,312.60 Lakhs in expenses towards
one-time Transaction Costs. This was spent on due
diligence, legal fees, and market studies to identify and
engage with the acquisition targets.

Steep rise in Student Enrolments

The company witnessed a steady growth in the student
enrolments in FY23. The enrolments for FY23 stood at
91,667 compared to 58,628 in FY22, which is a growth of
56.35% y-o-y. This rise will further thrust the performance
of the company forward.

Incorporation of New Subsidiaries
Veranda Learning Solutions North America INC

It was incorporated on May 11, 2022 as a wholly owned
subsidiary of the Company with a paid up capital of
1000 USD towards the initial subscription to expand the
business operation of the Company abroad. Additionally,
invested 1,50,000 USD towards an additional paid
up capital.

Veranda Management Learning Solutions Private
Limited

It was incorporated on September 1, 2022 as a wholly
owned subsidiary of the Company with a paid up
capital of H 1,00,000 i.e., 10,000 Equity Shares of H 10 each/-
towards the initial subscription.

Veranda Administrative Learning Solutions Private
Limited

It was incorporated on September 15, 2022 as a wholly
owned subsidiary of Veranda Learning Solutions Limited
with a paid up capital of H 1,00,000/- i.e., 10,000 Equity
Shares of H 10 each/- towards the initial subscription.

Further, it was ceased to be subsidiary on July 21, 2023
as it allotted 14,17,22,639 equity shares on preferential
basis for consideration other than cash for the swap of
fully paid up equity shares of the Company for the Equity
Shares of its Target Companies.

Further, the Company has allotted 75,78,743 Equity
Shares of H 10/- each at an issue price of H 187/- per
share on August 26, 2023 to the shareholders of the
Veranda Administrative Learning Solutions Private
Limited. This allotment was made on a preferential
basis for consideration other than cash, for the purpose
of swapping Equity Shares of Veranda Administrative
Learning Solutions Private Limited.

Consequently, Veranda Administrative Learning Solutions
Private Limited restored as a wholly owned subsidiary of
the Company

Change in Nature of Business:

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

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:

The Company has allotted 75,78,743 Equity Shares of
H 10/- each at an issue price of H 187/- per share on
August 26, 2023 to shareholders of the Veranda
Administrative Learning Solutions Private Limited.

This allotment was made on a preferential basis for
consideration other than cash, for the purpose of
swapping Equity Shares of Veranda Administrative
Learning Solutions Private Limited.

Hence, the paid up capital of the company has
increased from H61,57,20,510/- to H69,15,07,940/- on
August 26, 2023.

Increase in Share Capital/Split and	: The authorised share capital of the company has increased from H 6,000 Lakhs
Consolidation of Share Capital	to H 10,000 Lakhs pursuant to the approval of the shareholders at the Extra¬ Ordinary General Meeting of the Company held on May 27, 2022.
Allotment of Shares through an Initial	: The Company has allotted 1,45,98,540 Equity Shares at a face value of
Public Offer (IPO)	H 10/- each with a premium of H 127/- per equity shares on April 6, 2022 and subsequently listed and admitted in the Bombay Stock Exchange Limited (BSE) and in the National Stock Exchange of India Limited (NSE) on April 11, 2022.
Allotment of Equity Shares through	The Company received in-principle approval from the Bombay Stock Exchange
Preferential Issue	Limited (BSE) and the National Stock Exchange of India Limited (NSE) on October 13, 2022, for the allotment of 70,39,218 Equity Shares with a face value of H 10/- each and a premium of H 297/- per share. Subsequently, the allotment committee in its meeting held on October 28, 2022, has allotted 57,96,532 Equity Shares at a face value of H 10/- each and at a premium of H 297/- per share. Following the allotment, the Company obtained listing approval from the Bombay Stock Exchange Limited (BSE) on November 25, 2022 and the National Stock Exchange of India Limited (NSE) on November 24, 2022.
Buy Back of Securities	: NIL
Issue of Sweat Equity	: NIL
Issue of Bonus Shares	: NIL

Employees Stock Option Plan

The details of the stock options granted under "Veranda
Learning Solutions Limited - Employee Stock Option Plan
2022" and the disclosures in compliance with SEBI ("SBEB
& SE Regulations") and Section 62(1)(b) of the Act read
with Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 are set out in ANNEXURE A and
are available on the website of the Company at https://
www.verandalearning.com/web/index.php/general-
meeting

Convertible Warrants:

The Company received in-principle approval from the
Bombay Stock Exchange Limited (BSE) and the National
Stock Exchange of India Limited (NSE) on October 13,
2022, for the issuance of 20,00,000 Convertible Warrants
to the Promoters at a face value of H 10/- each and at a
premium of H 297/- per share.

Subsequently, the allotment committee in its meeting
held on October 28, 2022, has allotted 20,00,000

Convertible Warrants to the Promoters at a face value of
H 10/- each and at a premium of H 297/- per share.

The Details of Warrants are as follows:-

Sl. No	Particulars	Details
i.	Date of issue and allotment of warrants;	Date of Issuance of Warrant is October 6, 2022 and the Date of Allotment of Warrants is October 28, 2022.
2.	Number of warrants;	20,00,000 Convertible Warrants.
3.	Whether the issue of warrants was by way of preferential allotment, private placement, public issue;	The Issuance of Warrants is through Preferential Basis.
4.	Issue Price;	307/-
5.	Maturity Date;	April 27, 2024.
6.	Amount raised, specifically stating as to whether twenty five percent of the consideration has been collected upfront from the holders of the warrants;	H 15,35,00,000 (i.e., 25% of the Consideration collected from the holders of warrants)
7.	Terms and conditions of warrants including	As per SEBI ICDR Regulations and other

Transfers to the Investor Education and
Protection Fund (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act,
2013 " ("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.

Change in Directors and Key Managerial
Personnel:

Appointment and Resignation of Directors & KMP:

During the financial year under review

Mr. R. Rangarajan, who was appointed as Chief Financial
Officer of the Company on October 29, 2021, due to
health reasons has stepped down from the position of

Chief Financial Officer on June 1, 2022 and continued
as President Corporate Strategy. Subsequent to his
resignation, Ms. Saradha Govindarajan, was appointed
as the Chief Financial Officer of the Company, with
effective from June 1, 2022.

Mr. Varun Bajpai was appointed as an Additional,
Non-Executive Independent Director through a
resolution passed via circulation on November 29,

2022. Subsequently, the shareholders approved his
appointment through a Postal Ballot on February 23,

2023 as Non-Executive Independent Director of the
Company, not liable to retire by rotation, for a term of 03
(Three) years commencing from February 23, 2023 upto
February 22, 2026.

Retirement by Rotation and Re-Appointment

In accordance with Section 152(6)(c) of the Companies
Act, 2013, Ms. Kalpathi A Archana, a Non-Executive
Director of the Company, is due to retire by rotation.

Being eligible for re-appointment, Ms.Kalpathi A Archana,
has expressed her willingness to continue serving
as a Director of the company. The re-appointment
of Ms. Kalpathi A Archana, will be placed before the
5^th Annual General Meeting for the approval of the
shareholders of the Company.

Declaration from Independent Directors on
Annual Basis

The Company has received declarations from all the
Independent Directors currently serving on the Board as
of the end of the FY 2022-23. These declarations confirm
that they continue to meet the criteria of independence
as prescribed under Section 149(6) of the Companies
Act, 2013, as well as Regulation 16 and 25 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 including any amendments made
thereto. Additionally, the Independent Directors have
registered themselves with the Independent Director''s
Database maintained by the Indian Institute of
Corporate Affairs (IICA).

Furthermore, none of the Directors of the Company
are disqualified from being appointed as Directors,
as specified in Section 164(2) of the Companies Act
and Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

The format of the mentioned disclosure is provided
as ANNEXURE C, which is included as a part of the
Corporate Governance Report.

Familiarisation Program for Independent
Directors

All independent directors appointed to the Board of the
Company participate in a comprehensive orientation
program. This program is designed to provide them with

the necessary training and familiarisation to effectively
fulfill their roles and responsibilities.

The detailed information regarding the training
and familiarisation program can be found in the
Corporate Governance report and is also readily
accessible on the Company''s official website, ensuring
transparency and clarity for all stakeholders at
https://www.vRrandalRarning.com/web/application/
files/8016/7723/3783/Familiarization Program for
Independent Directors.pdf

Board Meetings

During the period under review, the Board of Directors
convened a total of 14 (fourteen) meetings. These
meetings took place on the following dates:

April 4, 2022; April 6, 2022; April 25, 2022; April 30,
2022; May 30, 2022; June 29, 2022; August 13, 2022;
September 8, 2022; September 14, 2022; September
29, 2022; October 5, 2022; October 12, 2022;

November 12, 2022; and February 9, 2023.

The intervals between the Board meetings adhered to
the maximum period prescribed under the Companies
Act, 2013, and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended and
notified from time to time. For a detailed statement on
the attendance of directors at the Board Meetings and
other meetings held during the financial year ending
March 31, 2023, please refer to the Corporate Governance
report included in this Annual Report.

Committees of the Board

As on March 31, 2023, the Board had 4 committees:
the Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee and
the Risk Management Committee.

For a detailed statement about the committees please
refer to the Corporate Governance report included in this
Annual Report.

Recommendations of Audit Committee

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

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. Furthermore,
the complete Nomination and Remuneration Policy
is accessible on the Company''s official website,
providing transparency and easy access to interested
stakeholders at https://www.verandalearning.com/web/
index.php/corporate-governance-policies

Board Evaluation

As part of compliance with the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a thorough performance evaluation of
the Board was conducted during the financial year. The
evaluation process aimed to assess the effectiveness
and efficiency of the Board in fulfilling its responsibilities.

For detailed information and insights regarding the
performance evaluation, please refer to the Corporate
Governance Report. It provides a comprehensive
overview of the evaluation methodology, criteria, and the
outcomes derived from the assessment, highlighting the
Board''s strengths and areas for improvement.

Particulars Of Employees

No employee of the Company was in receipt of
remuneration in excess of H 1.02 Crores during the year
or H 8.50 Lakhs per month during any part of the said
year as per Section 197 of the Companies Act, 2013 read
with Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014.

Ratio of Remuneration of Director

The information pertaining to the remuneration of
managerial personnel, as required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(1), 5(2), and
5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided in
ANNEXURE - B which forms part of this Annual Report.

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

Details in respect of Frauds reported by
Auditors

The auditors 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 auditors'' statement provides assurance regarding
the integrity and transparency of the Company''s
financial statements and internal control systems.

Information about the Financial Performance/
Financial Position of the Subsidiaries/
Associates/Joint Ventures

In accordance with the provisions of Section 129(3) of
the Companies Act, 2013, a Statement containing the
key results and indicators of the Financial Statements

of Subsidiaries is enclosed with the Board''s Report as
ANNEXURE - C.

Furthermore, as per the requirements of Section 136 of
the Companies Act, 2013, the Financial Statements of
the Company, Consolidated Financial Statements, and
relevant documents, along with the separately Audited
Accounts of Subsidiaries, are made available for public
access on the Company''s official website: https://www.
vRrandalRarning.com/wRb/indRx.php/investors-financials

Additionally, these documents can also be inspected
during business hours at the registered office of
the Company.

Deposits

During the year, your Company did not accept or renew
any deposits from the public as defined under Section
73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.

S. No.	Particulars	Name of the Company	E In Lakhs
i.	Loans Given	Veranda Race Learning Solutions Private Limited	1,762.71
2.	Loans Given	Veranda XL Learning Solutions Private Limited	6,165.97
3.	Loans Given	Veranda IAS Learning Solutions Private Limited	541.95
4.	Loans Given	Brain4ce Education Solutions Private Limited	2,785.30
5.	Loans Given	Veranda Learning Solutions North America Inc.	794.78
6.	Loans Given	Veranda Management Learning Solutions Private Limited	21.30
7.	Investments	Brain4ce Education Solutions Private Limited	422.65
8.	Investments	Veranda Administrative Learning Solutions Private Limited	1
9.	Investments	Veranda Management Learning Solutions Private Limited	1
10.	Investments	Veranda Learning Solutions North America Inc.	121.90
ii.	Investments	Veranda XL Learning Solutions Private Limited	18,700.00

Related Party Transactions

All transactions with related parties were reviewed
and approved by the Audit Committee and were
in accordance with the Policy on dealing with and
materiality of related party transactions and the
related party framework, formulated and adopted by
the Company.

There are no materially significant related party
transactions that may have potential conflict with
interest of the Company at large. All contracts/
arrangements/transactions entered into by the
Company during the year under review with related
parties were in the ordinary course of business and
on arm''s length basis in terms of provisions of the Act.
There were no contracts or arrangements made by the
company with related parties falling under the purview
of Section 188 of the Companies Act, 2013.

The details of the related party transactions as per
Indian Accounting Standards (IND AS-24 are set out in

Note No: 39 to the standalone financial statements of
the Company.

The Company in terms of Regulation 23 of the Listing
Regulations submits within the stipulated time from the
date of publication of its standalone and consolidated
financial results for the half year, disclosures of related
party transactions on a consolidated basis, in the
format specified in the relevant accounting standards
to the stock exchanges. The said disclosures are
available on the website of the Company at https://www.
verandalearning.com/web/index.php/general-meeting.

Form AOC-2 pursuant to Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 is
set out in ANNEXURE D to this Report.

The Company''s Policy on Related Party Transactions
is available on the website of the Company at https://
www.verandalearning.com/web/index.php/corporate-
governance-policies

Corporate Social Responsibility (CSR)

During the financial year under review, our company is
not obligated to comply with the provisions of Section
135 and Schedule VII of the Companies Act, 2013, along
with the Companies (Corporate Social Responsibility
Policy) Rules, 2014. Therefore, the company did not
have any specific corporate social responsibility (CSR)
initiatives during this period.

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.

C. Foreign Exchange Earnings and Outgo

S '' Particulars No.	Financial Year
	2022-23	2021-22
A Foreign Exchange earned	”	”
B Foreign Exchange used	1,117.21	1,570.07
C Net Foreign Exchange earned (a-b)	(1,117.21)	(1,570.07)

Risk Management

In accordance with Section 134(3)(n) of the
Companies Act, 2013, 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, interested stakeholders can access the document
on the Company''s official website at https://www.
verandalearning.com/web/index.php/corporate-
governance-policies.

Vigil Mechanism/Whistle Blower Policy

The Company has implemented a Whistleblower Policy
that establishes a vigil mechanism, ensuring a formal
channel for Directors and employees to report any
concerns they may have regarding unethical behavior,
suspected fraud, or violations of the Company''s
Code of Conduct or ethics policy. This policy includes
provisions to safeguard employees against any form
of victimisation for utilising the reporting mechanism.
Importantly, it is confirmed that no personnel within
the Company have been denied access to the Audit
Committee in relation to reporting concerns.

The Vigil Mechanism Policy, detailing the process and
safeguards, is readily available on the Company''s
official website, promoting transparency and
accessibility for all stakeholders at https://www.
verandalearning.com/web/index.php/corporate-
governance-policies.

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 2022-23, 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.

Statutory Auditors

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, with FRN:
008072S, were appointed as the Statutory Auditors of
the Company at the 3^rd Annual General Meeting held
on October 29, 2021. They were appointed for a term of

5 years, concluding at the 8^th Annual General Meeting
to be held in the FY 2025-26.

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

6 Sells, Chartered Accountants, based in Chennai. The
Independent Auditors'' Report, provided by the Auditors
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.

Secretarial Auditors

In accordance with Section 204(1) of the Companies Act,
2013, along with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors has appointed M/s. IBH & Co,
Practicing Company Secretaries based in Chennai, as
the Secretarial Auditors of the Company. Their role is to
conduct the Secretarial Audit for the financial year
2022-23.

The Secretarial Audit Report in Form MR-3 for the Financial
Year 2022-23 has been obtained, and it contain an
adverse remark, qualification, reservation, or disclaimer
that would necessitate any explanation or comments
from the Board. The Secretarial Audit Report is included in
this Annual Report, forming an integral part of it.

Response to Qualifications of Secretarial Auditors:-

Secretarial Auditors Observation:

The Company has not maintained the Structured Digital
Database (SDD) for handling unpublished price-sensitive
information as mentioned in the Regulation 3(5) & 3(6) of
SEBI (Prohibition of Insider Trading) Regulations, 2015.

Management Response:

The Company has implemented Structured Digital
Database (SDD) from February 1, 2023 in compliance of
the regulation 3(5) & 3(6) of SEBI (Prohibition of Insider
Trading) Regulations, 2015.

Internal Auditor

Internal Audit of the Company was handled by
M/s. Sundaram & Srinivasan, an Independent Chartered
Accountant Firm, for evaluating the adequacy of internal
controls and concurrently reviews majority of the
transactions in value terms.

Independence of the firm and compliance is ensured by
the direct reporting of the firm to the Audit Committee of
the Board.

Cost Records

During the year under review the Central Government
has not specified the maintenance of cost records under
Section 148(1) of the Companies Act, 2013. Therefore, it is
not applicable for the Company.

Compliance with Secretarial Standards on
Board and General Meetings

During the Financial Year 2022-23, your Company has
diligently adhered to the relevant Secretarial Standards,
namely SS-1 (Meetings of the Board of Directors) and
SS-2 (General Meetings) issued by the Institute of
Company Secretaries of India (ICSI). Compliance with
these standards ensures that the Company conducts its
board meetings and general meetings in accordance
with the prescribed guidelines and best practices
outlined by the ICSI. By adhering to these standards,
the Company demonstrates its commitment to
maintaining transparency, accountability, and efficient
governance processes.

The 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.

Annual Return

The Annual Return of the Company as of March 31,

2023, in Form MGT-7 as ANNEXURE E, in compliance
with Section 92(3) of the Companies Act, along with the
Companies (Management and Administration) Rules, 2014,
is accessible on the Company''s website at https://www.
vRrandalRarning.com/wRb/indRx.php/invRstors-financials.

Statement of deviation or variation

The funds raised through the Initial Public Offering
(IPO) and Preferential Issue have been fully utilised for
intended respective objectives as detailed below. As a
result, the requirement to provide any explanation for
deviations or variations doesn''t araise.

Funds raised through IPO:

Particulars	Estimated Amount in ELakhs	Utilised Amount in E Lakhs	Balance in E Lakhs
Repayment or Pre-payment, in part or full of all certain of our borrowings	6,000	6,000	0
Repayment of bridge loan availed specifically for the purpose of discharge of acquisition consideration of Edureka	2,518.90	2,518.90	0
Growth Initiatives	5,000	5,000	0
General Corporate purpose	4,772.50	4,772.50	0
Issue Expenses	1,708.60	1,708.60	0
Total	20,000.00	20,000.00	0

Funds raised through Preferential Issue:

Original Object	Modified Object	Original Allocation Amount in ELakhs	Modified Allocation, if any	Funds Utilised Amount in ELakhs	Amount of Deviation/ Variation for the half year according to applicable object (E Crores and in%)	Remarks, if any
Funding the requirements of business activities, financing the future growth opportunities including acquisitions, general corporate purposes.	NA	H 18,699.99 for acquiring the Equity Shares of Veranda XL Learning Solutions Private Limited ("Wholly Owned Subsidiary") and H 630.36 for general corporate purposes.	NA	H 18,699.99 for acquiring the Equity Shares of Veranda XL Learning Solutions Private Limited ("Wholly Owned Subsidiary") and H 630.35 for general corporate purposes.	NA	Preferential Issue Proceeds fully utilised on 16/11/2022.

Management Discussion & Analysis

In accordance with Regulation 34(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, along with Schedule-V, the Management
Discussion and Analysis report has been included as
ANNEXURE-F in the Board''s Report. It forms an integral
part of the Annual Report.

Corporate Governance

Your company has taken adequate steps to adhere to al
the conditions laid down in SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with respect
to Corporate Governance. Pursuant to Regulation
34(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Schedule-V
thereof, the report on Corporate Governance has been
furnished in the Annual Report and forms part of the
Annual Report.

A Certificate from the Secretarial Auditors of the
Company confirming the compliance of conditions
of Corporate Governance as stipulated in SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 forms part of this Annual Report.

The Managing Director and the Chief Financial officer of
the Company have certified to the Board the financial
statements and other matters in accordance with
the Regulation 17(8) of the SEBI (Listing obligations and
disclosure requirements) regulations, 2015 pertaining to
CEO/CFO certification for the financial year ended March
31, 2023 and the same is enclosed as part of Corporate
Governance Report.

CEO/CFO Certification:

In accordance with Regulation 17 of the Listing
Regulations, the CEO/CFO certificate for the FY 2022-23,
signed by Mr. Kalpathi S. Suresh and Ms. G. Saradha, was
presented to the Board of Directors during their meeting
held on May 29, 2023. The certificate is attached as
an annexure to the Corporate Governance Report as
ANNEXURE A.

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.

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 https://www.vRrandalearning.com/
wRb/indRx.php/corporatR-governancR-policiRs. All the
Board of Directors and senior management personnel
have affirmed compliance with the Code of conduct as
on March 31, 2023.

As required under Regulation 34(3) and Schedule V (D)
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a declaration from Mr. Kalpathi S
Suresh, Executive Director Cum Chairman to this effect is
annexed to the Report on corporate governance which
forms part of this Annual Report.

Listing on Stock Exchanges

The Equity Shares of the Company are listed on BSE
Limited and the National Stock Exchange of India Limited
and the Company has paid the applicable listing fees
to the Stock Exchanges within the stipulated time for the
FY 2023-24.

Director''s '' 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
2023, the Board of Directors hereby confirms that:

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

2. the Directors have selected such accounting
policies and applied them consistently and made
judgements and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of your Company as at March 31,
2023 and of the profit of your Company for the year
ended on that date.

3. the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of your Company
and for preventing and detecting fraud and
other irregularities;

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

5. the Directors have laid down internal financial
controls to be followed by your Company and that
such internal financial controls are adequate and
are operating effectively and 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.

Personnel

Employee relations have been very cordial during the
financial year ended March 31, 2023. 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.

Registrar and Transfer Agent

M/s. KFin Technologies Limited (formerly known as
M/s. Kfin Technologies Private Limited) is the Registrar
and Transfer Agent of the Company.

Business Responsibility and Sustainability
Report

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

Acknowledgement

The Board of Directors place on record sincere gratitude
and appreciation for all the employees at all levels for
their hard work, solidarity, co-operation and dedication
during the year.

The Board conveys its appreciation for its customers,
shareholders, suppliers as well as vendors, bankers,
business associates, regulatory and government
authorities for their continued support.

For and on behalf of the Board of Directors

Kalpathi S Suresh

Place: Chennai Executive Director cum Chairman

Date: September 7, 2023 DIN: 00526480