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.

Veranda Learning Solutions Limited has filed its Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-26, reporting a total turnover of ₹29.89 crore. The company identified data protection and privacy as a material risk with potential negative financial implications, while business ethics and product innovation were noted as opportunities. The report details a workforce of 59 employees with a permanent employee turnover rate of 35.50% for the year.

The company reported that its primary business activity, Management Support Services, accounted for 97.17% of its total turnover. Veranda Learning Solutions disclosed that it paid a penalty of ₹188,800 to stock exchanges during the year due to delays in filing listing applications for equity shares allotted on a preferential basis. The delays involved applications submitted on March 14, 2025, for allotments made in February 2025, resulting in fines from both BSE Limited and National Stock Exchange of India Limited.

Financial and Operational Metrics

The BRSR outlines the company's financial and operational performance for FY26. The total revenue from operations stood at ₹29,89,37,765.07, a decrease from the previous year's ₹41,08,23,943.12. The company's net worth was reported at ₹1,217,56,67,057.02. Spending on employee well-being measures amounted to ₹5,57,833, which represented 0.19% of the total revenue, down from 0.25% in the prior year.

Governance and Risk Management

Mr. Kalpathi S. Suresh, Executive Director & Chairman, is identified as the highest authority responsible for implementing and overseeing the Business Responsibility policies. The company has a specified Board committee responsible for sustainability-related decision-making. The report highlights that the company has not undertaken an independent assessment of its BRSR by an external agency.

Veranda Learning Solutions identified four material responsible business conduct issues. Data protection and privacy, as well as learning methodologies and academic cycles, were classified as risks with negative financial implications. Conversely, business ethics and corporate governance, along with product innovation and quality, were viewed as opportunities with positive implications. The company reported zero data breaches during the financial year.

Environmental and Social Data

The company reported total energy consumption of 237,879.99 Megajoules (MJ) for FY26, entirely sourced from non-renewable sources, compared to 181,983.92 MJ in the previous year which was entirely from renewable sources. Water withdrawal totaled 8.69 kilolitres, and total greenhouse gas emissions (Scope 1 and Scope 2) were 7.5 tCO2e. The company stated it does not generate hazardous waste and utilizes authorized e-waste vendors for disposal.

On the social front, the company had 59 employees at the end of the financial year, comprising 41 permanent and 18 temporary staff. Women represented 16.95% of the total workforce and held 33.33% of the Board of Directors positions. The report confirmed that all permanent employees were paid more than the minimum wage, and 100% of permanent employees were covered by provident fund and gratuity benefits.