Veranda Learning Solutions Limited shareholders overwhelmingly approved the reappointment of Kalpathi S Suresh as Chairman & Managing Director during its 8th Annual General Meeting (AGM) held on August 06, 2026. The meeting, conducted via Video Conferencing / Other Audio Video Means (VC/OAVM), also saw the adoption of audited financial statements for FY26 and the appointment of Suresh Surana & Associates LLP as statutory auditors, ensuring leadership continuity and governance stability for the education technology firm.

The proceedings were governed by Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. S. Lakshminarayanan, Non-Executive Independent Director and Chairman of the Nomination & Remuneration Committee, presided over the meeting in the absence of Chairman Kalpathi S. Suresh, who could not attend due to family commitments. Other directors absent included Kalpathi S. Aghoram and Kalpathi S. Ganesh. The meeting commenced at 11.30 A.M. and concluded at 12.20 P.M., with a requisite quorum present throughout.

Key Resolutions Passed

Shareholders voted on three ordinary resolutions and one special resolution. The detailed outcomes, as per the Consolidated Scrutinizer’s Report dated August 07, 2026, are listed below:

Ms. Kalpathi A Archana (DIN: 05331133) was appointed as a director upon retiring by rotation. For the role of statutory auditors for the ensuing term, shareholders approved M/s. Suresh Surana & Associates LLP, Chartered Accountants (FRN: 121750W / W100010).

Voting Analysis

The voting results reveal strong promoter support across all agenda items. Promoter and Promoter Group shareholders, holding 32,507,850 shares, participated actively via e-voting. Their participation rate was 99.89% of outstanding shares, with all votes cast in favor of every resolution. Public institutional investors held 3,339,154 shares but showed minimal participation, with only 24,643 votes polled (0.74% of outstanding shares). Notably, public institutions voted against the appointment of Ms. Kalpathi A Archana, casting 24,645 votes against, which accounted for 0.06% of total valid votes cast. However, this dissent did not affect the passage of the resolution, which received 99.94% support overall.

Public non-institutional investors held 60,503,843 shares, with a participation rate of 9.28%. They cast 5,612,386 votes, predominantly in favor of all resolutions. The total number of shareholders on the record date of July 30, 2026, was 12,621. Remote e-voting was facilitated through Central Depository Services (India) Limited (CDSL) from August 03, 2026, at 09.00 A.M. to August 05, 2026, at 05.00 P.M.

Governance and Compliance Updates

The Chairman informed members that the Statutory Auditors' Reports on both standalone and consolidated financial statements, along with the Secretarial Audit Report for FY26, contained no qualifications, reservations, adverse remarks, or disclaimers. These reports were taken as read during the meeting. A significant procedural update involved the circulation of the Annual Report. The company had initially circulated the report electronically but issued a revised version on July 30, 2026, to correct typographical errors. Management clarified that these corrections did not impact the financial statements or introduce any material changes to the report's contents.

Mr. S. Sandeep of S. S. Sandeep & Associates, Practicing Company Secretary, served as the Scrutinizer for the process. The consolidated voting results were intimated to the stock exchanges within two working days of the meeting's conclusion, adhering to regulatory timelines.

The National Company Law Tribunal (NCLT), Chennai Bench - I, has approved the Scheme of Amalgamation involving Veranda Learning Solutions Limited 's subsidiaries, Veranda K-12 Learning Solutions Private Limited and Veranda Administrative Learning Solutions Private Limited. The tribunal issued its order on July 31, 2026, sanctioning the merger which will result in the dissolution of the Transferor Company. This corporate restructuring consolidates operations within the group’s wholly owned subsidiaries, streamlining the organizational structure as per the approved scheme.

The amalgamation involves Veranda K-12 Learning Solutions Private Limited, identified as the Transferor Company and a stepdown subsidiary of the listed entity, merging into Veranda Administrative Learning Solutions Private Limited, the Transferee Company and a wholly owned subsidiary of the parent. Both entities are wholly owned by Veranda Learning Solutions Limited. The NCLT order was uploaded to the tribunal's website on August 04, 2026, following the earlier intimation dated August 05, 2025.

Regulatory Filings and Effective Date

The amalgamation will take effect from the appointed date specified in the scheme, contingent upon the filing of the NCLT order with the Registrar of Companies through e-form INC-28. Upon successful filing, the Transferor Company will legally stand dissolved. The disclosure was made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

S Balasundharam, Company Secretary & Compliance Officer of Veranda Learning Solutions Limited, signed the disclosure on August 05, 2026. The company confirmed that the information is also available on its official website for stakeholder reference. The approval marks a key procedural milestone in the consolidation process, allowing the group to proceed with the final administrative steps required for the legal dissolution of the Transferor Company.