Notes to Accounts of Veranda Learning Solutions Ltd.

Mar 31, 2025

l) Provisions, contingent liabilities and
contingent asset

Provisions

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

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

m) Contingent liability

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

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

n) Contingent assets

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

o) Share issue expenses

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

p) Cash and cash equivalents

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

q) Cash flow statement

Cash flows are presented using indirect method,
whereby profit/ (loss) after tax is adjusted for
the effects of transactions of non-cash nature
and any deferrals or accruals of past or future
cash receipts or payments.

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

r) Earnings per share

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

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

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

(ii) Subsequent measurement:

- Financial assets carried at
amortised cost (AC)

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

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

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

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

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

Unbilled revenues are classified
as financial assets as right to
consideration is unconditional and
is due only after passage of time.
Unbilled revenues will be classified

s) Leases

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

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

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

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

At the date of commencement of the lease,
the Company recognizes a right-of-use asset
("ROU") and a corresponding lease liability
for all lease arrangements in which it is a
lessee and for leases with a term of twelve
months or less (short-term leases), except
for low value leases. For these low value
leases, the Company recognizes the lease
payments as an operating expense on a
straight-line basis over the term of the lease.
Certain lease arrangements includes the
options to extend or terminate the lease before
the end of the lease term. ROU assets and
lease liabilities includes these options when it is
reasonably certain that they will be exercised.

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

Right-of-use assets are depreciated from the
commencement date on a straight-line basis
over the shorter of the lease term and useful life
of the underlying asset. Right of use assets are
evaluated for recoverability whenever events or
changes in circumstances indicate that their
carrying amounts may not be recoverable.
For the purpose of impairment testing, the
recoverable amount (i.e. the higher of the fair
value less cost to sell and the value-in-use) is

determined on an individual asset basis unless
the asset does not generate cash flows that are
largely independent of those from other assets.
In such cases, the recoverable amount is
determined for the Cash Generating Unit (CGU)
to which the asset belongs.

The lease liability is initially measured at
amortized cost at the present value of the
future lease payments. The lease payments are
discounted using the interest rate implicit in the
lease or, if not readily determinable, using the
incremental borrowing rates in the country of
domicile of these leases. Lease liabilities are reÂ¬
measured with a corresponding adjustment to
the related right of use asset if the Company
changes its assessment if whether it will
exercise an extension or a termination option.
Lease liability and ROU asset have been
separately presented in the Balance Sheet
and lease payments have been classified as
financing cash flows.

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

t) Segment reporting

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

u) Financial instruments
Investments and Financial assets

(i) Financial assets

(i) Initial recognition and measurement:

All financial assets are initially
recognised at fair value. Transaction
costs that are directly attributable
to the acquisition of financial assets,

as other current financial assets
where the right to consideration
is dependent on completion of
contractual milestones.

(iii) Impairment of financial assets

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

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

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

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

For B2C receivables, provisions are
made for dues outstanding beyond
90 days from the date of course
completion (i.e., end of the batch),
including both billed and unbilled
amounts. A provision of 50% is
recognised for receivables aged
between 91 to 180 days, and 100%
for receivables aged beyond 180
days. In the case of Delivery Partners,
provisioning is made only for the
Company''s share of receivables.

B2B and other receivables (such
as cash not deposited, license fee

receivable, etc.) are assessed on a
case-by-case basis, and full provision
is made for receivables aged over 180
days, subject to review in consultation
with the respective business teams.

(ii) Investment

(i) Equity instruments

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

Financial liabilities

(i) Initial recognition and measurement:

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

(ii) Subsequent measurement:

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

Financial liabilities designated upon initial
recognition at fair value through profit or
loss are designated as such at the initial
date of recognition, and only if the criteria
in Ind AS 109 are satisfied. For liabilities
designated as FVTPL, fair value gains/ losses
attributable to changes in own credit risk
are recognized in OCI. These gains/ losses

are not subsequently transferred to P&L.
However, the Company may transfer the
cumulative gain or loss within equity. All
other changes in fair value of such liability
are recognised in the statement of profit or
loss.

3A CRITICAL ACCOUNTING JUDGEMENTS AND KEY
SOURCES OF ESTIMATION UNCERTAINTY :

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

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

â¢ Useful lives of property, plant and equipment

â¢ Fair value of financial assets and financial
liabilities

â¢ Provision for employee benefits - Actuarial
assumptions

â¢ Going concern assessment

â¢ Leases - Ind AS 116

â¢ Allowance for credit impaired trade
receivables

â¢ I mpairment of investments and nonÂ¬
current assets

â¢ Useful lives of intangible assets

â¢ Provision for tax

â¢ Provision for employee share based
payments

(iv) Critical judgements in determining the lease term

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

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

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

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

(c) Otherwise, the Company considers other factors including historical lease durations and the costs
and business disruption required to replace the leased asset.

The lease term is reassessed if an option is actually exercised (or not exercised) or the Company
becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised
if a significant event or a significant change in circumstances occurs, which affects the assessment,
and that is within the control of the lessee. During the current financial year, there was no revision in
the lease terms.

(v) Extension and termination options

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

7.1 Pursuant to a resolution of the Board of Directors of the Company dated December 11, 2024, the management
has made an additional investment in equity shares of Veranda Administrative Learning Solutions Private
Limited with the investment amount of '' 749.48 Lakhs to acquire 2,56,671 shares of '' 10 each at '' 292 per
share (including premium of '' 282 per share).

7.2 As per the Share purchase agreements dated October 31, 2022 and March 31, 2023, the Company has an
unconditional obligation to purchase balance 24% of the equity share capital (18,98,970 equity shares) of
Veranda XL Learning Solutions Private Limited within 3 years from the date of share purchase agreement
i.e. October 31, 2025. The non-controlling interest (NCI) of 24%, meets the definition of financial liability as per
Ind AS 32 and has been recognized as "deferred consideration obligation" by discounting the estimated
future cash flows at their present values with a corresponding debit to investments (Refer note 20.1 and
29.2).

7.3 During the year ended March 31, 2025, the Company, has entered into a definitive agreement to acquire
100% of the equity share capital of BB Publications Private Limited, an educational services company
headquartered in India, in four tranches for cash consideration and consideration other than cash i.e.
Swap of shares of the Company. The first tranche obligates the Company to acquire 51% of the equity share
capital.

During the year ended March 31, 2025, the Company has acquired 4,041 equity shares of '' 10 each for a
consideration of '' 14,038.56 Lakhs comprising 40.41% of total equity shares of BB Publications Private Limited.
Further, the Company is obligated to acquire 1,059 equity shares of ''10 each for consideration other than
cash i.e. Swap of shares of the Company, for a consideration of '' 2,621.03 Lakhs comprising 10.59% of total
equity shares of BB Publications Private Limited which has been completed subsequent to the year end.
Consequent to this acquisition and based on the terms of the Share Purchase Agreement, BB Publications
Private Limited has become a subsidiary of the Company and BB Virtuals Private Limited has become step-
down subsidiary of the Company

The Company has accordingly performed the purchase price allocation on a provisional basis as on March
31, 2025 in accordance with Ind AS 103 and will complete the exercise within a period of 1 year from the date
of acquisition.

7.4 During the year ended March 31, 2025, the Company, has entered into a definitive agreement to acquire
100% of the equity share capital of Navkar Digital Institute Private Limited, an educational services company
headquartered in India, for consideration other than cash i.e. Swap of shares of the Company.

During the quarter and year ended March 31, 2025, the Company has acquired 6,500 equity shares of '' 10
each for a consideration of '' 5,215.14 Lakhs comprising 65% of total equity shares of Navkar Digital Institute

8.1 The inter corporate loans provided to subsidiary companies at interest rate of 11.55% to 18.00% p.a
(unsecured).

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

8.3 During the year ended March 31, 2025, the Company has evaluated the performance of BAssure Solutions
Private Limited (step-down subsidiary) duly considering the losses incurred, current and future pipeline of
revenue contracts, global challenges in the territories/ industries in which the customers of the step-down
subsidiary operates. Whilst BAssure Solutions Private Limited (step-down subsidiary) and the Company
continue to evaluate various mechanisms to pivot and turnaround the operations, the Company has
impaired the loans relating to BAssure Solutions Private Limited (step-down subsidiary) and has accordingly
recorded an amount of '' 507.20 lakhs under other expenses in the statement of profit and loss.

8.4 A provision amounting to '' 2,566.69 Lakhs has been created towards expected credit losses on certain
financial assets as at March 31, 2025, based on the company''s assessment of the principles of Ind AS 109
and its accounting policy and the corresponding charge has been recognised under ''Other expenses'' in
the statement of profit and loss.

8.5 On April 18, 2024 the Company has advanced loans to Veranda Management Learning Solutions Private
Limited amounting to '' 833.74 Lakhs and is repayable on demand at an Interest rate of 18.00% p.a. The entire
loan is advanced out of the proceeds received from Ascertis Credit India Fund - NCD (formerly known as
BPEA Credit India Fund - NCD) on April 18, 2024.

17.6 Shares reserved for issuance under ESOP scheme

The Shareholders of the company by way of special resolution dated May 27, 2022 approved the plan
authorising the board/ Committee thereof, to grant not exceeding 27,88,775 (Twenty seven lakhs eighty
eight thousand seven hundred and seventy five) options comprising of 16,73,265 (sixteen lakhs seventy
three thousand two hundred and sixty five) options to the strategic team and 11,15,510 (eleven lakhs fifteen
thousand five hundred and ten) options to the other eligible Employees in one or more tranches from time
to time under the scheme titled " Veranda Learning solutions Limited Employee Stock option Plan 2022"
("ESOS 2022"). (Refer note 45)

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

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

b) during FY 2024-25, 185.049 equity shares of face value of '' 10/- each of the Company under Veranda
Learning Solutions Limited - Employee Stock Option Plan 2022, to the eligible grantees, pursuant to
exercise of stock options granted thereunder.

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

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

18.2 In terms of the agreement dated January 20, 2025, the three directors has provided interest-free loan to
the Company amounting to '' 6,186.00 lakhs. The interest on such loans from the disbursement of the loan
till March 31, 2025 has been computed based on the market rates of interest and the interest amounting to
'' 81.95 lakhs (March 31, 2024: Nil) has been considered as deemed equity contribution in accordance with
Ind AS 109 on Financial Instruments.

The borrowings from directors are repayable on demand. However, the directors does not intend to recall
these borrowings within the next twelve months basis receipt of support letter.

19.2 Pursuant to the Debenture Trust Deed dated March 25, 2024, between the Company and Catalyst Trusteeship
Limited, the Company has entered into an agreement to issue 2,500 senior, secured, redeemable, unlisted
and non-convertible debentures of a nominal value of '' 1,00,000 each in one or more series and/or tranches
aggregating to not more than '' 2,500 Lakhs along with an additional green shoe option to issue up to 10,000
senior, secured, redeemable and unlisted non-convertible debentures of a nominal value of '' 1,00,000
each, aggregating to not more than '' 10,000 Lakhs, in one or more series and/or tranches, to be issued by
the Company on a private placement basis, aggregating, on the whole, to not more than '' 12,500 Lakhs for
the purpose of providing inter-corporate loans to group companies, repayment of existing debt, working
capital and any other such purposes.

The debentures shall carry a coupon rate of

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

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

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

the above NCDs is secured by way of,

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

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

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

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

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

Subsequent to the year ended March 31, 2025, the Group has obtained waiver letter from the Catalyst
Trusteeship Limited (Debenture Trustees of Ascertis Credit India Fund - NCD (formerly known as BPEA Credit
India Fund - NCD)) to waive the right to accelerate the facilities owing to financial covenants breach which
has occurred on or prior to March 31, 2025, for the period of twelve months commencing from April 01,
2025. Further, the Company has obtained approval to defer the maintenance of additional DSRA required
balance till next financial year i.e. to be maintained from April 01, 2026.

19.3 The borrowings from intercompanies are repayable on demand. However, the intercompanies does not
intend to recall these borrowings within the next twelve months. Interest on these borrowings shall be
payable either at the end of the loan tenure or upon earlier repayment by the Company, whichever is
earlier. Accordingly, both the borrowings and the related interest payables have been classified as nonÂ¬
current.

* During the fiscal year 2022-23, Veranda XL Learning Solutions Private Limited (a wholly owned subsidiary
company) entered into a Share Purchase Agreement with J.K. Shah Education Private Limited on October
31, 2022, which obligated Veranda XL Learning Solutions Private Limited to pay deferred consideration to the
promoters of J.K. Shah Education Private Limited. Following an order from the Hon''ble National Company
Law Tribunal on November 30, 2023, Veranda XL Learning Solutions Private Limited and J.K. Shah Education
Private Limited were merged, effective from October 31, 2022. As a result of this merger, the above liabilities
previously recorded in the standalone financial statements of Veranda XL Learning Solutions Private Limited
were transferred to the books of Veranda Learning Solutions Limited (the Company) and the amount
as at March 31, 2025 (net of gain on remeasurement of financial liability) amounts to '' 9,413.54 Lakhs is
considered as a current liability above. (Refer Note 29.2)

41 FINANCIAL INSTRUMENTS
Capital management

The Company manages its capital to ensure that entities in the Company will be able to continue as going
concern, while maximising the return to stakeholders through the optimisation of the debt and equity
balance.

The Company determines the amount of capital required on the basis of annual operating plans and longÂ¬
term product and other strategic investment plans. The funding requirements are met through equity, nonÂ¬
current borrowings and other current borrowings.

40 OPERATING SEGMENT

Based on the management approach as defined in Ind AS 108 - Operating Segments, the Chief Operating
Decision Maker (CODM), evaluates the company''s performance and allocates resources based on analysis
of various performance indicators by business segments. The Company operates in only one segment, viz,
Comprehensive Learning Programs. Operating segments reflect the Company''s management structure
and the way the financial information is regularly reviewed by the Chief Operating Decision Maker (CODM).
The CODM considers the business from both business and product perspective based on the dominant
source, nature of risks and returns and the internal organisation and management structure. The operating
segments are the segments for which separate financial information is available and for which operating
profit / (loss) amounts are evaluated regularly by the executive Management in deciding how to allocate
resources and in assessing performance.

Credit risk management

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

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

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

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

Liquidity risk management

Management monitors rolling forecasts of the company''s liquidity position (comprising the undrawn borrowing
facilities below) and cash and cash equivalents on the basis of expected cash flows. The company''s liquidity
management policy involves projecting cash flows and considering the level of liquid assets necessary to meet
these, monitoring balance sheet liquidity ratios against internal requirements.

Liquidity tables

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial
liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash
flows of financial liabilities based on the earliest date on which the Company can be required to pay.

Fair value measurement

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

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

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

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

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

Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

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

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

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

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

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

Notes:

a) Related party relationship is as identified by the Company on the basis of information available with
the Company.

b) No amount is/has been written off or written back during the year in respect of debts due from or to
related party.

c) The above transactions are compiled from the date these parties became related.

d) During the year, the Company has received support letter from the promoters (Kalpathi S Aghoram,
Kalpathi S Ganesh, Kalpathi S Suresh) to provide further financial support to the Company and its
subsidiaries (Also Refer Note 47).

44 EMPLOYEE BENEFITS

44.1 Defined contribution plans

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

Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per
regulations. The obligation of the Company is limited to the amount of disbursement required and it has
no further contractual nor any constructive obligation. The Company has recognized in the Statement of
Profit and Loss for the year ended March 31, 2025 an amount of '' 20.82 Lakhs (March 31, 2024: '' 18.45 Lakhs)
towards expenses under defined contribution plans and included in ''Contribution to provident and other
funds''.

44.2 Defined benefit plans

(a) Gratuity

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

45 STOCK OPTIONS

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

Exercise period:

As per the Scheme, the options can be exercised with in a period of 3-6 years from the date of vesting.
The expense recognised (net of reversal)for share options during the year i s 84.17 l akhs (March 31,2024:173.73 Lakhs).
There are no cancellations or modifications to the awards during the year ended March 31, 2025 and March
31, 2024.

Change in ratios of more than 25% compared to the previous years is because the Company has taken long
term borrowings during the current year and hence, the finance cost have increased and has recognised
a remeasurement gain on financial liability.

47 GOING CONCERN

The Company have incurred losses during the year ended March 31, 2025 and the current liabilities of the
Company exceeds the current assets as at March 31, 2025. As part of its financial reporting process the
Company has evaluated the events and conditions that the Company is exposed to for the purpose of its
going concern considerations and its ability to meet its obligations. The Management, duly considering the
current and future business plans, the ongoing and proposed activities to raise long-term funds, funding
received from the promoters during the year and the support letter by the promoters to provide further
financial support to the Company, believes that the Company is fully capable of meeting its obligations as
and when they fall due during the next twelve months from March 31, 2025.

48 Certain subsidiaries have accumulated losses and the net worth has eroded as at March 31, 2025. The
Company has been providing financial support to these entities to meet their financial obligations, as and
when required in the form of loans, which are recoverable on demand from these subsidiaries. Based on the
evaluation of impairment indicators for these subsidiaries in accordance with Ind AS 36, the Company has
carried out an impairment assessment and noted that the present value of future cash flows exceed the
net carrying value of its investments and loans in these subsidiaries as at March 31, 2025. The impairment
assessment carried out by the management involves significant estimates and judgements relating
to the estimates of future revenues, cash flows, discount rate, etc., Considering that these subsidiaries
are in the initial years of their commercial operation and also considering the future business plans of
these companies, the management is of the opinion that these amounts are considered good and fully
recoverable.

49 OTHER STATUTORY INFORMATION

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

ii) The Company reviewed the status of all its customers and vendors Company, as at March 31, 2025 and
March 31, 2024, in MCA portal, and observed that the company do not have any transaction with struck off
companies under section 248 of companies Act, 2013 or Section 560 of Companies Act, 1956.

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

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

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

vi) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities (intermediaries), with any oral or written understanding that the intermediary
shall:

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

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

vii) The Company have not received any fund, other than as disclosed in Note 8.5 of the financial statements,
from any person(s) or entity(ies) including foreign entities (funding party) with any oral or written
understanding (whether recorded in writing or Otherwise) that the company shall:

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

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

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

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

x) The Company does not have any investment properties as at March 31, 2025 and March 31, 2024 as defined
in Ind AS 40.

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

xii) The Company has not entered into any scheme of arrangement which has an accounting impact on
current financial year.

xiii) The Company has used an accounting software for maintaining its books of account for the year ended
March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the software and the audit trail feature has not
been tampered. Further, audit trail has been preserved by the Company as per the statutory requirements
for record retention.

50 The Company had earlier made an application to the Reserve Bank of India (rbi) for registration as a Core
Investment Company (CIC). Subsequently, the Company, in its correspondence with the RBI also informed
that, it is in the process of restructuring its business activities, following which it would no longer meet the
eligibility criteria of a CIC. During the year ended March 31, 2025, the Company has received response from
the RBI that there is no requirement for the Company to get registered as Core Investment Company (CIC).

51 APPROVAL OF ACCOUNTS

The financial statements for the year ended March 31, 2025 were approved by the Board of Directors and
authorised for issuance on May 28, 2025.

For and on behalf of the Board of Directors

Kalpathi S Suresh Mohasin Khan S P Balasundharam S

Executive Director cum Chairman Chief Financial Officer Company Secretary

DIN: 00526480

Place : Chennai Place : Chennai Place : Chennai

Date : May 28, 2025 Date : May 28, 2025 Date : May 28, 2025

Mar 31, 2024

(iv) Critical judgements in determining the lease term

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

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

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

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

(c) Otherwise, the Company considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.

The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects the assessment, and that is within the control of the lessee. During the current financial year, there was no revision in the lease terms.

(v) Extension and termination options

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

(a) Pursuant to a resolution of the Board of Directors of the Company dated July 14, 2023, the management has invested in equity shares of Veranda Administrative Learning Solutions Private Limited with the investment amount of '' 14,173 lakhs to acquire 14,17,22,639 shares of '' 10 each, constituting 99.99% of the share capital.

(b) As per the Share purchase agreements dated October 31, 2022 and March 31, 2023, the Company has an unconditional obligation to purchase balance 24% of the equity share capital (18,98,970 equity shares) of Veranda XL Learning Solutions Private Limited within 3 years from the date of share purchase agreement i.e. October 31, 2025. The non-controlling interest (NCI) of 24%, meets the definition of financial liability as per Ind AS 32 and has been recognised as "deferred consideration obligation" by discounting the estimated future cash flows at their present values with a corresponding debit to investments (Refer note 19.1).

(c) Pursuant to the approval of the "Veranda Learning Solutions Limited Employee Stock option Plan 2022" ("ESOS 2022") by Shareholders in special resolution dated May 27, 2022, the Company has approved the plan to issue equity shares to its employee as per ESOS 2022. In accordance with the provisions of IND AS 109 - Financial Instruments, Deemed Investments recorded in the books of accounts are shown in the table below:

(d) The Company has provided Corporate Guarantee to lenders for loan taken from these lenders by the below mentioned subsidiaries. In accordance with Ind AS 109, the Company has recognised the Commission income on the guarantee with corresponding impact to Deemed Investments towards these subsidiaries in Company''s books of account.

i) Rights, preferences and restrictions in respect of equity shares issued by the Company

a) The company has issued only one class of equity shares having a par value of '' 10 each. The equity shares of the company having par value of '' 10/- rank pari-passu in all respects including voting rights.

b) The Company has not declared dividend on equity shares.

c) In the event of liquidation, shareholders will be entitled to receive the remaining assets of the company after distribution of all preferential amounts. The distribution will be proportionate to the number of equity shares held by the shareholder.

16.2 Pursuant to a resolution of the Board of Directors of the Company dated July 14, 2023 and shareholders of the Company dated August 07, 2023, the Company has issued and allotted 75,78,743 shares of '' 10 each at '' 187/- per share valued in accordance with Chapter V of SEBI ICDR Regulations and Articles of Associations of the company for a consideration other than cash (i.e., swap of 14,17,22,639 shares of Veranda Administrative Learning Solutions Private Limited) on a private placement basis to non-promoters.

16.4 Shares reserved for issuance under ESOP scheme

The Shareholders of the company by way of special resolution dated May 27, 2022 approved the plan authorising the board/ Committee thereof, to grant not exceeding 27,88,775 (Twenty seven lakhs eighty eight thousand seven hundred and seventy five) options comprising of 16,73,265 (sixteen lakhs seventy three thousand two hundred and sixty five) options to the strategic team and 11,15,510 (eleven lakhs fifteen thousand five hundred and ten) options to the other eligible Employees in one or more tranches from time to time under the scheme titled " Veranda Learning solutions Limited Employee Stock option Plan 2022" ("ESOS 2022"). (Refer note 43)

Pursuant to a resolution of the Board of Directors of the Company dated September 23, 2023, the Company has allotted 46,752 equity shares of face value of '' 10/- each of the Company under Veranda Learning Solutions Limited - Employee Stock Option Plan 2022, to the eligible grantees, pursuant to exercise of stock options granted thereunder.

17.1 During the previous year, the Company had issued 20,00,000 Share Warrants on October 2022 to Promoters for upfront consideration of '' 1,535 lakhs being 25% of the total consideration of '' 6,140 lakhs. Each warrant is convertible into one equity share of the Company within 18 months from the date of allotment.

Subsequent to the year ended March 31, 2024, the Allotment Committee of the Company has considered and approved the allotment of 20,00,000 equity shares of '' 10 each at a premium of '' 297 per share to the promoters of the Company against receipt of the remaining consideration of '' 4,605.00 lakhs upon conversion of the share warrants.

* As per the Share Purchase Agreement signed on August 30, 2021, the consideration is payable to the promoters of Brain4ce Education Solutions Private Limited on September 17, 2024.

** During the fiscal year 2022-23, Veranda XL Learning Solutions Private Limited (a wholly owned subsidiary company) entered into a Share Purchase Agreement with J.K. Shah Education Private Limited on October 31, 2022, which obligated Veranda XL Learning Solutions Private Limited to pay deferred consideration to the promoters of J.K. Shah Education Private Limited. Following an order from the Hon''ble National Company Law Tribunal on November 30, 2023, Veranda XL Learning Solutions Private Limited and J.K. Shah Education Private Limited were merged, effective from October 31, 2022. As a result of this merger, the above liabilities previously recorded in the standalone financial statements of Veranda XL Learning Solutions Private Limited were transferred to the books of Veranda Learning Solutions Limited (the Company).

21.1 The inter corporate loans borrowed from Subsidiary Companies at an interest rate of 11.55% and repayable on demand.

21.2 The Company intends to pre-close the loans borrowed from Hinduja Leyland Finance Limited and accordingly the loan outstanding has been reclassified as current liability as at the March 31, 2024. Subsequent to the year end, the loan has been closed on April 18, 2024.

21.3 The Credit facility from HDFC Bank is secured against current assets of the Company and the equity shares of Brain4ce Education Solutions Private Limited.

22.1 Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the management represents the principal amount payable to these enterprises. (Refer Note 35)

26.2 Performance Obligations :

The Contracts with customers are structured in such a way that the Company has the right to consideration from a customer in an amount that corresponds directly with the value to the customer of the performance obligation complete to date and the Company has the right to invoice. Therefore, taking the practical expedient, the details on transaction price allocated to the remaining performance obligations are not disclosed.

27.1 The Company has entered into operating lease arrangements for certain facilities with Veranda XL Learning Solutions Private Limited (subsidiary). The lease is non-cancellable for a period of 2 years from December 2023 and may be renewed based on mutual agreement of the parties.

27.2 For the year ending March 31, 2023, other income includes '' 3,212.71 lakhs, on account of extinguishment of financial liability of 32,12,705 4% Non-Convertible Debentures (NCDs) of face value of '' 100 each issued to Mr Kapil Tyagi, in accordance with Indian Accounting Standard 109 - Financial Instruments, arising out of the forfeiture of NCDs, consequent to his resignation from the services of the Company and non-conformance of the stipulated service conditions.

Consequent to the above, interest accrued on NCDs which are no longer payable aggregating to '' 134.00 lakhs (for the period April 01, 2022 to September 30, 2022 amounting to '' 64.64 lakhs and interest accrued up to March 31, 2022 amounting to '' 69.36 lakhs) has been credited to the finance costs.

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. This has been relied upon by the auditors.

36 CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act 2013, Corporate Social Responsiblity is not applicable to the Company on account of losses and no amount is required to be spent on Corporate Social Responsibility.

[All amounts in Indian Rupees (lakhs), unless otherwise stated] 37 CONTINGENT LIABILITIES & COMMITMENTS
Particulars	As at March 31, 2024	As at March 31, 2023
Contingent liabilities	-	-
Commitments (Refer Note 37.3)	-	-
Corporate Guarantee given to subsidiary companies (Refer Note 37.1 and 37.2)	16,166.67	8,400.00

37.1 During the year ended March 31, 2024, Veranda XL Learning Solutions Private Limited has issued 14,500 senior, secured, unlisted, redeemable Non Convertible Debentures (NCD) having a face value of '' 1,00,000 each on a private placement basis. The Company has issued a Corporate Guarantee to Veranda XL Learning Solutions Private Limited in relation to the issue.

37.2 The Company has issued a Corporate Guarantee to its subsidiaries in relation to securing term loans and credit facilities.

38 OPERATING SEGMENT

Based on the management approach as defined in Ind AS 108 - Operating Segments, the Chief Operating Decision Maker (CODM), evaluates the company''s performance and allocates resources based on analysis of various performance indicators by business segments. The Company operates in only one segment, viz, Comprehensive Learning Programs. Operating segments reflect the Company''s management structure and the way the financial information is regularly reviewed by the Chief Operating Decision Maker (CODM). The CODM considers the business from both business and product perspective based on the dominant source, nature of risks and returns and the internal organisation and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit / (loss) amounts are evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance.

39 FINANCIAL INSTRUMENTS Capital management

The Company manages its capital to ensure that entities in the Company will be able to continue as going concern, while maximising the return to stakeholders through the optimisation of the debt and equity balance.

The Company determines the amount of capital required on the basis of annual operating plans and long-term product and other strategic investment plans. The funding requirements are met through equity, long-term borrowings and other short-term borrowings.

Credit risk management

Credit risk on cash and cash equivalents, deposits with the banks/financial institutions is generally low as the said deposits have been made with the banks/financial institutions, who have been assigned high credit rating by international and domestic rating agencies. Trade receivable include monies collectable from related party with whom there is no uncertainty in collection and hence no credit risk on receivables.

Liquidity risk management

Management monitors rolling forecasts of the company''s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows. The company''s liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal requirements.

Liquidity tables

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

The Company has investments in subsidiaries that are carried at cost under Ind AS 27, Separate Financial Statements, and hence are not disclosed in the above table. Refer Note 7

Fair value measurement

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

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

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

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

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

Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

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

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

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

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

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

42 RETIREMENT BENEFIT PLANS42.1 Defined contribution plans

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

Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The obligation of the Company is limited to the amount of disbursement required and it has no further contractual nor any constructive obligation. The obligation of the Company is limited to the amount of disbursement required and it has no further contractual nor any constructive obligation. The Company has recognised in the Statement of Profit and Loss for the year ended March 31, 2024 an amount of '' 18.45 lakhs (PY: '' 15.35 lakhs) towards expenses under defined contribution plans and included in ''Contribution to provident and other funds''.

42.2 Defined benefit plans

(a) Gratuity

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

These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk and salary risk.
Interest risk	A decrease in the bond interest rate will increase the plan liability. However, this will be partially offset by an increase in the return on the plan''s debt investments.
Longevity risk	The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.
Salary risk	The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.

Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and experience. The estimates of future salary increases, considered in actuarial valuation, take into account, inflation, seniority, promotions and other relevant factors such as demand and supply in the employment market.

Sensitivity analysis

In view of the fact that the Company for preparing the sensitivity analysis considers the present value of the defined benefit obligation which has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

43 STOCK OPTIONS

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

The Scheme is administered by the Nomination and Remuneration Committee of the Board. The details of Scheme are given below:

Exercise period:

As per the Scheme, the options can be exercised with in a period of 3-6 years from the date of vesting.

The expense recognised (net of reversal) for share options during the year is 173.73 lakhs (March 31, 2023: 152.63 lakhs).

There are no cancellations or modifications to the awards in March 31, 2024.

Change in ratios of more than 25% compared to previous year is because company during the year has reclassified long term borrowings which are paid subsequent to the year end as current liabilities and issue of equity shares.

45 GOING CONCERN

Some of the Company''s subsidiaries are in the nascent stages of their operations or yet to commence operations or recently acquired. Accordingly, the Company has committed to provide continued financial support to its subsidiaries. The Company has unutilised funds from issue of share warrants amounting to 4,500 lakhs. Considering the above sources of funds and based on the business projections, the Company is expected to have adequate funds to meet its obligation towards any financial commitment''s of the Company and its subsidiaries (''group'') for the next twelve months from the balance sheet date. Accordingly, the financial statements of the Company have been prepared on a going concern basis.

Based on the evaluation of impairment indicators for the subsidiaries in accordance with Ind AS 36, the Company has carried out an impairment assessment and noted that the present value of future cash flows exceed the net carrying value of its investments and loans in these subsidiaries as at March 31, 2024. The impairment assessment carried out by the management involves significant estimates & judgements relating to the estimates of future revenues, cash flows, discount rate, etc., Considering that these subsidiaries are in the initial years of their commercial operation and also considering the future business plans of these companies, the management is of the opinion that these amounts are considered good and fully recoverable.

46 EVENTS AFTER THE REPORTING PERIOD

Pursuant to the Debenture Trust Deed dated March 25, 2024, between the Company and Catalyst Trusteeship Limited, the Company has entered into an agreement to issue 2,500 senior, secured, redeemable, unlisted and non-convertible debentures of a nominal value of '' 1,00,000 each in one or more series and/or tranches aggregating to not more than '' 2,500 lakhs along with an additional green shoe option to issue up to 10,000 senior, secured, redeemable and unlisted non-convertible debentures of a nominal value of '' 1,00,000 each, aggregating to not more than '' 10,000 lakhs, in one or more series and/or tranches, to be issued by the Company on a private placement basis, aggregating, on the whole, to not more than '' 12,500 lakhs for the purpose of providing inter-corporate loans to group companies, repayment of existing debt, working capital and any other such purposes.

The debentures shall carry a coupon rate of

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

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

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

47 OTHER STATUTORY INFORMATION

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

ii) The Company reviewed the status of all its customers and vendors Company, as at March 31, 2024 and March 31, 2023, in MCA portal, and observed that the company do not have any transaction with struck off companies under section 248 of companies Act, 2013 or Section 560 of Companies Act, 1956.

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

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

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

vi) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries), with any oral or written understanding that the intermediary shall:

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

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

vii) The Company have not received any fund from any person(s) or entity(ies) including foreign entities (funding party) with any oral or written understanding (whether recorded in writing or Otherwise) that the company shall:

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

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

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

ix) During the financial year, the Company has not revalued any of it''s property, plant and Equipment, Right of use asset and Intangible Assets.

x) The Company does not have any investment properties as at March 31, 2024 and March 31, 2023 as defined in Ind AS 40.

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

xii) The Company has not entered into any scheme of arrangement which has an accounting impact on current financial year.

xiii) With effect from April 01, 2023, the Ministry of Corporate Affairs (MCA) has made it mandatory for companies to maintain an audit trail throughout the year for transactions impacting books of accounts. Also, the Ministry of Corporate Affairs (MCA) requires companies to maintain daily backups of their financial data on servers located in India. Accordingly, the Company has complied with the same.

48 The Company has satisfied the principal business test for being considered as Non-banking Financial Company (NBFC) as per the financial statements as at March 31, 2023. The Company has applied to the Reserve Bank of India (rbi) for waiver from registrations as NBFCs, due to changes in operations in FY 202324 leading to the company not satisfying the NBFC criteria test.

During the year, the Company also made an application to the RBI for Registration as a Core Investment Company (CIC) on satisfying the criteria as per the provisions of Reserve Bank of India Act, 1934. The Company, in its correspondence with the RBI also informed that, it is in the process of restructuring its business activities, following which it would no longer meet the eligibility criteria of a CIC. Based on the correspondence, the RBI returned the applications (in original) and advised the Company to approach the Department of Supervision, Chennai Regional Office with latest financial statements. Accordingly, the Company had approached the Department of Supervision, Chennai Regional Office with the latest financial statements and is currently awaiting further communication.

49 APPROVAL OF ACCOUNTS

The financial statements for the year ended March 31, 2024 were approved by the Board of Directors and authorised for issuance on May 28, 2024.

Mar 31, 2023

Provisions, contingent liabilities and contingent asset

Provisions

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

(l) Contingent liability

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

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

(m) Contingent assets

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

(n) Share issue expenses

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

(o) Cash and cash equivalents

(p) Cash flow statement

Cash flows are presented using indirect
method, whereby profit/ (loss) before tax is
adjusted for the effects of transactions of nonÂ¬
cash nature and any deferrals or accruals of
past or future cash receipts or payments.

(q) Earnings per share

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

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

(r) Leases

The Company assesses whether a contract
contains a lease, at inception of a contract.

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

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

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

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

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

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

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

For the purpose of impairment testing, the
recoverable amount (i.e. the higher of the fair
value less cost to sell and the value-in-use) is
determined on an individual asset basis unless
the asset does not generate cash flows that
are largely independent of those from other
assets. In such cases, the recoverable amount
is determined for the Cash Generating Unit
(CGU) to which the asset belongs.

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

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

(s) Segment reporting

Based on internal reporting provided to the
Chief operating decision maker, the Company''s
operations predominantly related to sale
of comprehensive learning programs and,
accordingly, this is the only operating segment.
The management committee reviews and
monitors the operating results of the business
segment for the purpose of making decisions
about resource allocation and performance
assessment using profit or loss and return on
capital employed.

(t) Financial instruments

Financial assets

(i) Initial recognition and measurement:

All financial assets are initially recognised
at fair value. Transaction costs that are
directly attributable to the acquisition of
financial assets , which are not at fair value
through profit or loss, are added to the fair
value on initial recognition. Purchase and
sale of financial assets are recognised
using trade date accounting.

(ii) Subsequent measurement:

- Financial assets carried at
amortised cost (AC)

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

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

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

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

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

(iii) Impairment of financial assets

In accordance with Ind AS 109, the
Company use ''Expected Credit Loss''

(ECL) model, for evaluating impairment
assessment of financial assets other than
those measured at fair value through profit
and loss (FVTPL). Expected credit losses are
measured through a loss allowance at an
amount equal to:

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

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

For trade receivables Company applies
''simplified approach'' which requires
expected lifetime losses to be recognised
from initial recognition of the receivable.
Further the Company uses historical
default rates to determine impairment
loss on the portfolio of the trade
receivables. At every reporting date these
historical default rates are reviewed and
changes in the forward looking estimates
are analysed. For other assets, the
Company uses 12 months ECL to provide
for impairment loss where there is no
significant increase in credit risk. If there
is significant increase in credit risk full
lifetime ECL is used.

Financial liabilities

(i) Initial recognition and measurement:

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

(ii) Subsequent measurement:

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

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

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

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

â¢ Useful lives of property, plant and equipment

â¢ Fair value of financial assets and
financial liabilities

â¢ Provision for employee benefits

â¢ Going Concern Assessment

â¢ Impairment assessment of Investments
is subsidiaries

â¢ Provision for employee share based payments

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