Veranda Learning Solutions Limited has filed its quarterly monitoring agency report for the period ended December 31, 2025, confirming the utilization of proceeds from its preferential issue completed earlier in 2025. The report, prepared by India Ratings & Research Private Limited as the appointed monitoring agency, provides comprehensive details on fund deployment and compliance with regulatory requirements.

Preferential Issue Details

The company had conducted a preferential issue during February 19, 2025 to March 3, 2025, comprising both equity shares and convertible warrants. The actual subscription details are presented below:

*For convertible warrants, the company received 25% upfront consideration of ₹80.25 per warrant, with the balance ₹240.75 per warrant to be received upon conversion within 18 months.

Fund Utilization Status

The monitoring agency report confirms complete utilization of all received proceeds during the quarter ended March 31, 2025. The funds were deployed across three primary objectives as originally disclosed:

Compliance and Monitoring Findings

India Ratings & Research Private Limited, serving as the monitoring agency under SEBI regulations, reported no deviations from the stated objects of the issue. The agency confirmed that all utilization aligned with disclosures made in the offer document and no material deviations requiring shareholder approval were observed.

Key monitoring parameters assessed include:

• Adherence to disclosed objects of the issue
• Compliance with statutory and regulatory requirements
• Timely deployment of funds as per stated timelines
• No unfavorable events affecting project viability

Outstanding Warrant Conversion

The company awaits receipt of the remaining 75% subscription amount from convertible warrant holders, totaling approximately ₹18.75 crores. These funds will be received when warrant holders exercise their conversion option during the 18-month tenure period. The warrant conversion timeline extends until December 31, 2026, providing flexibility for holders to convert based on market conditions.

Regulatory Compliance

The report was submitted in compliance with Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Regulation 162A of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The monitoring arrangement ensures transparent tracking of proceeds utilization and provides investors with regular updates on fund deployment progress.

The company has made the complete monitoring agency report available on its website at verandalearning.com under the corporate section, ensuring accessibility for all stakeholders and maintaining transparency in its capital allocation processes.

Veranda Learning Solutions Limited has released its earnings presentation for the quarter ended December 31, 2025, in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company submitted the presentation to both BSE Limited and National Stock Exchange of India Limited on February 06, 2026, highlighting its Q3FY26 performance and strategic outlook.

Regulatory Compliance and Exchange Submission

The earnings presentation was formally submitted to stock exchanges following the company's board meeting held on February 06, 2026. Company Secretary & Compliance Officer S. Balasundharam digitally signed the submission at 12:51:12 +05'30' on the same date.

Q3FY26 Financial Performance Highlights

The earnings presentation showcases remarkable financial recovery with revenue from operations growing 52% year-on-year to ₹117 crores in Q3FY26. The company reported EBITDA of ₹53 crores, representing a 328% increase compared to the previous year, while achieving net profit of ₹17 crores, marking a 110% year-on-year improvement.

Operational Excellence and Student Enrollment Growth

The presentation highlights significant operational improvements with student enrollments increasing 55% year-on-year to 1,11,363 in Q3FY26 from 71,897 in Q3FY25. Collections also demonstrated strong momentum, rising 46% to ₹144 crores compared to ₹98 crores in the corresponding quarter of the previous year.

Segment-wise Performance Analysis

The earnings presentation reveals strong performance across business verticals, with Commerce Test Prep emerging as the primary growth driver. Commerce Test Prep revenue surged to ₹80.2 crores in Q3FY26 from ₹38.1 crores in Q3FY25, while Government Test Prep maintained steady performance at ₹29.1 crores.

Strategic Initiatives and Future Outlook

The presentation outlines the company's Veranda 2.0 strategy implementation, including the demerger of the commerce vertical and divestment of the vocational segment to SNVA Veranda Limited in a 50:50 share-swap joint venture. The company targets revenue of ₹250+ crores and EBITDA of ₹60+ crores by FY27 through this strategic partnership spanning 60+ countries.

Document Accessibility and Investor Relations

The earnings presentation has been hosted on the company's official website at https://www.verandalearning.com/web/index.php/stock-exchange-intimations for stakeholder access. The comprehensive presentation includes management commentary from Chairman & Executive Director Kalpathi S Suresh, highlighting the company's sustained focus on operational excellence and disciplined strategic expansion.