Veranda Learning Solutions has entered a Memorandum of Understanding (MoU) with Dr. Rajkumar Academy for Civil Services (DRACS), marking a strategic integration aimed at strengthening government exam coaching across Karnataka. The agreement, disclosed under Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, covers academic operations, brand stewardship, and institutional partnerships. This move allows Veranda RACE, an enterprise of Veranda Learning, to scale its presence in a key civil services preparation hub by combining its technology-enabled learning ecosystem with DRACS' established local credibility.

The partnership ensures the continuation of DRACS' longstanding institutional relationships and social-impact initiatives under the Veranda RACE umbrella. DRACS, named after the late Dadasaheb Phalke Award and Padma Bhushan recipient Dr. Rajkumar, has operated from its Vijayanagar centre in Bengaluru for nine years, serving aspirants for UPSC, KAS, KPSC, and other State Public Service Commission examinations. The collaboration preserves DRACS' ties with departments of the Government of Karnataka, UNDP, UNICEF, and several non-governmental organisations. Members of the Dr. Rajkumar family will serve as Official Goodwill Ambassadors, ensuring continuity for flagship community initiatives such as the Prithvi Scholarship Test and the 'Be a Scribe' programme.

Strategic Integration Details

The MoU outlines a comprehensive integration framework that merges operational scale with local academic expertise. Key components of the partnership include:

Santhosh Kumar, CEO of Veranda RACE, stated that Karnataka is one of India's key centres for civil services preparation. He noted that combining DRACS' local credibility with Veranda's academic and technology capabilities aims to widen access to quality coaching and improve outcomes for aspirants across the state. The company highlighted that DRACS has earned confidence through consistent academic work and community engagement over the past nine years.

Yuva Rajkumar, Founder of DRACS and grandson of Dr. Rajkumar, emphasised that the institution represents an enduring commitment to education and public service. He indicated that the priority was finding a partner capable of preserving these values while expanding the institution's reach. Rajkumar expressed confidence that Veranda RACE possesses the experience, scale, and academic focus necessary to build on DRACS' foundation while ensuring its ideals continue to benefit future generations.

What the Numbers Show

While no financial figures were disclosed in the filing, the strategic significance lies in market consolidation within the competitive test-preparation sector. By acquiring the brand equity and institutional relationships of a nine-year-old established player like DRACS, Veranda Learning reduces the customer acquisition cost typically associated with entering new regional markets. The retention of government and UN agency partnerships suggests that the value proposition extends beyond pure coaching revenue, potentially opening avenues for sponsored or subsidised educational programmes that enhance brand visibility and social capital in Karnataka.

Veranda Learning Solutions has scheduled its 8th Annual General Meeting (AGM) for August 6, 2026, at 11:30 A.M. IST, to be held through Video Conferencing (VC) or Other Audio-Visual Means (OAVM). The meeting will transact business including the adoption of financial statements for the year ended March 31, 2026, the appointment of statutory auditors, and the re-appointment of the Chairman & Managing Director. The Board approved the schedule during a meeting held on July 14, 2026.

The company has fixed Thursday, July 30, 2026, as the cut-off date for determining shareholder eligibility for e-voting and participation in the AGM. Remote e-voting will commence at 9:00 A.M. IST on August 3, 2026, and conclude at 5:00 P.M. IST on August 5, 2026. Members who have not voted remotely may cast their votes electronically during the meeting. The facility is being provided by Central Depository Services (India) Limited (CDSL).

Pursuant to Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has sent a letter to shareholders whose e-mail addresses are not registered with the company, its Registrar & Transfer Agent, or Depository Participants. This letter provides the weblink of the company's website from where the Annual Report for FY 2025-26 can be accessed. The information is also available on the company's website.

AGM Agenda

The Ordinary Business includes the adoption of the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026. Shareholders will also consider the re-appointment of Ms. Kalpathi A Archana, who retires by rotation and is eligible for re-appointment. The Board recommends the appointment of M/s. Suresh Surana & Associates LLP as Statutory Auditors for a term of five years, subject to member approval.

The Special Business seeks approval for the re-appointment of Mr. Kalpathi S Suresh as Chairman & Managing Director for a further period of three years, effective from October 28, 2026, to October 27, 2029. The Audit Committee has approved the terms of his re-appointment.

Financial Performance

The explanatory statement accompanying the notice details the company's financial performance for the year ended March 31, 2026. Total income stood at ₹8,235.56 lakh, compared to ₹9,800.18 lakh in the previous year. Total expenses decreased to ₹2,545.29 lakh from ₹6,073.20 lakh in the prior year. The company reported an EBITDA of ₹5,690.27 lakh for the current year, up from ₹3,726.98 lakh in the previous year.

Auditor Appointment

The Audit Committee and Board have recommended M/s. Suresh Surana & Associates LLP (FRN: 121750W/W100010) as Statutory Auditors. The firm is proposed to be appointed for a term of five years from the conclusion of the 8th AGM until the conclusion of the 13th AGM. The Board has approved an audit fee of ₹25 Lakhs exclusive of applicable taxes and out-of-pocket expenses for the financial year 2026-27. The fee rationale cites a reduced scope of work due to the divestment of the Vocational Segment and the demerger of the Commerce Segment.