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:

^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.

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 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.

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

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