Shareholders meeting

Veranda Learning Solutions Limited July 15,2026 BSE Limited National Stock Exchange of India Limited Dept of Corporate Services, The Listing Department, Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Fort, Bandra Kurla Complex, Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 543514 Symbol: VERANDA Dear Sir/Madam, Sub: Notice of the 8th Annual General Meeting of the Company Ref: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) Pursuant to Regulation 30 read with Schedule III of the SEBI Listing Regulations, attached herewith is the Notice along with Explanatory Statement of the 8th Annual General Meeting (AGM) of the Company scheduled to be held on Thursday, August 06, 2026, at 11.30 A.M IST through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) in accordance with the circulars/notifications issued by the Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (“SEBI”). The said Notice forms part of the Annual Report for 2025-26. Further, pursuant to the provisions of Section 108 of the Companies Act, 2013, and rules made thereunder (as amended) and Regulation 44 of the SEBI Listing Regulations, the Company has fixed the following schedule in connection with remote e-voting: Particulars Details Cut-off date for e-voting Thursday, July 30, 2026 E-voting start time and date From 9:00 a.m. (IST) on Monday, August 03, 2026 E-voting end time and date Upto 5:00 p.m. (IST) on Wednesday, August 05, 2026 The Annual Report and the AGM Notice have been made available on the website of the Company as given below: Particulars Details Annual Report https://www.verandalearning.com/web/index.php/annual-reports AGM Notice https://www.verandalearning.com/web/index.php/general-meeting We request you to please take the above on record. Thanking you, For Veranda Learning Solutions Limited S Balasundharam Company Secretary & Compliance Officer M. No: ACS-11114 Veranda Learning Solutions Limited G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai - 600 035 CIN: L74999TN2018PLC125880 Email- secretarial@verandalearning.com www.verandalearning.com Ph: +91 44 4690 1007 Notice NOTICE OF THE 8TH ANNUAL GENERAL MEETING (CONTD.) Veranda Learning Solutions Limited CIN: L74999TN2018PLC125880 “RESOLVED FURTHER THAT the Board be and re-appointment and terms of re-appointment is hereby authorised to delegate all or any including remuneration of Mr. Kalpathi S Suresh Registered Office: G.R Complex, First floor, No.807-808, Anna Salai, of the powers to any officer(s)/authorised (DIN: 00526480), as the Chairman & Managing Nandanam, Chennai - 600035 representative(s) of the Company to do all acts, Director of the Company, for a further period of 3 Ph: +91 44 4690 1007 webiste: www.verandalearning.com deeds and things and take all such steps as (three) years with effect from October 28, 2026 to Email id: secretarial@verandalearning.com may be necessary, proper or expedient to give October 27, 2029 (both days inclusive), not liable NOTICE OF THE 8TH ANNUAL GENERAL MEETING effect to this resolution.” to retire by rotation, on the terms and conditions including remuneration as recommended by SPECIAL BUSINESS Notice is hereby given that the Eighth Annual General by rotation at this Annual General meeting the Nomination and Remuneration Committee Meeting (AGM) of the members of Veranda Learning and being eligible has offered herself for re- 4. To approve the re-appointment of Mr. Kalpathi and approved by the Board of Directors and as Solutions Limited (the Company) will be held on appointment, be and is hereby re-appointed S Suresh (DIN: 00526480) as the Chairman & set out in the explanatory statement annexed Thursday, the 6th day of August, 2026, at 11.30 A.M as a Director of the Company, liable to retire by Managing Director of the Company and in this to this Annual General meeting notice, including (IST) through Video Conferencing (VC)/Other Audio rotation.” regard, to consider and if thought fit, to pass the the remuneration to be paid in the event of Visual Means (OAVM) to transact the following following resolution as a Special Resolution: loss or inadequacy of profits in any financial 3. To appoint M/s. Suresh Surana & Associates LLP, business: Chartered Accountants (FRN: 121750W/W100010) “ RESOLVED THAT pursuant to the provisions of year during his tenure of his re-appointment, within the overall limits of section 197 of the ORDINARY BUSINESS as Statutory Auditors of the Company and in this Sections 196, 197, 203 and all other applicable Act with liberty to the Board (which includes a regard, to consider and if thought fit, to pass, provisions, if any, of the Companies Act, 2013 (“the 1. To receive, consider and adopt (a) the Audited duly constituted Committee of the Board) to with or without modification(s), the following Act”) read with Schedule V of the Act & rules framed Standalone Financial Statements of the alter and vary the terms and conditions of the resolution as an Ordinary Resolution: thereunder and as per Securities and Exchange Company for the financial year ended March said re-appointment as it may deem fit and in Board of India (Listing Obligations and Disclosure 31, 2026, together with the Reports of Board of “RESOLVED THAT pursuant to the provisions such manner as may be agreed to between the Requirements) Regulations, 2015, including any Directors and Auditors thereon, and (b) the of Section 139, 141, 142 and other applicable Board of Directors and Mr. Kalpathi S Suresh.” statutory modification(s) or re-enactment(s) Consolidated Financial Statements of the provisions, if any, of the Companies Act, 2013 thereof for the time being in force, Articles of “RESOLVED FURTHER THAT the Board of Directors Company for the financial year ended March (“the Act”) read with the Companies (Audit and Association of the Company, Nomination and (which terms shall be deemed to include any 31, 2026, together with the Report of Auditors Auditors) Rules, 2014, SEBI (Listing Obligations Remuneration Policy of the Company and such committee of the Board constituted to exercise thereon, and if thought fit, to pass the following resolutions as an Ordinary Resolution: and Disclosures Requirements) Regulations, other approvals, permissions and sanctions, as its powers, including powers conferred by this 2015 as amended from time to time and any may be required, on the recommendation of Resolution) be and is hereby authorised to take (a) “RESOLVED THAT the Audited Standalone other applicable law for the time being in force Nomination & Remuneration Committee and all such steps as may be necessary, proper and Financial Statements of the Company for (including any statutory amendment(s) or Board of Directors, approval of the members of expedient to give effect to this Resolution.” the financial year ended March 31, 2026, modification(s) or re-enactment(s) thereof for the Company be and is hereby accorded for the and the reports of the Board of Directors the time being in force) and pursuant to the and Auditors thereon, as circulated to the recommendation of the Audit Committee and For Veranda Learning Solutions Limited Members, be and are hereby approved and the Board of Directors of the Company, approval adopted. of the Members of the Company, be and is hereby S. Balasundharam (b) RESOLVED THAT the Audited Consolidated accorded for the appointment of M/s. Suresh Surana & Associates LLP, Chartered Accountants, Date: July 14, 2026 Company Secretary & Compliance Officer Financial Statements of the Company for the financial year ended March 31, 2026, and the (Firm Registration No. 121750W/W100010), as the Place: Chennai Membership No A11114 report of Auditors thereon, as circulated to Statutory Auditors of the Company for a term of the Members, be and are hereby approved 05 (five) consecutive years, who shall hold office and adopted.” from the c [Showing first 8,000 characters — download PDF for full document]