Proceedings of 8th Annual General Meeting of the Company.

Veranda Learning Solutions Limited August 06, 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 – 400001 Mumbai – 400051 Scrip Code: 543514 Symbol: VERANDA Dear Sir/ Madam, Sub: Summary of the Proceedings of the 8th Annual General Meeting of Veranda Learning Solutions Limited Ref: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) Pursuant to Regulation 30 of Listing Regulations, we are submitting herewith the summary of proceedings of the 8th Annual General Meeting (AGM) of the Company held on Thursday, August 06, 2026, at 11.30 A.M and concluded at 12.20 P.M through Video Conferencing (VC) / Other Audio Video Means (OAVM). Kindly take the same on record and display the same on the website of your exchange. The aforesaid information is also hosted on the website of the Company viz https://www.verandalearning.com/web/index.php/general-meeting 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 Veranda Learning Solutions Limited Summary of Proceedings of the 8th Annual General Meeting The 8th AGM of the Members of Veranda Learning Solutions Limited was held on Thursday, August 06, 2026, at 11.30 A.M through Video Conferencing (VC) / Other Audio Video Means (OAVM). The meeting was held in compliance with the applicable General Circulars issued by the Ministry of Corporate Affairs (MCA) under the Companies Act, 2013 and circulars issued by the Securities and Exchange Board of India (SEBI). The Company Secretary & Compliance Officer (CS & CO) of the Company welcomed all the members to the 8th Annual General Meeting (AGM) of the Company and informed the Members that Mr. Kalpathi S. Suresh, Chairman of the Company, was unable to attend the Annual General Meeting due to family commitments. Accordingly, the Directors present at the meeting elected Mr. S. Lakshminarayanan, Non- Executive Independent Director and Chairman of the Nomination & Remuneration Committee, to preside as the Chairman of the Annual General Meeting and conduct its proceedings. Mr. S. Lakshminarayanan, occupied the Chair. The requisite quorum being present, he called the meeting to order. The Chairman welcomed all to the AGM, and introduced all the Directors present, Mr. S P Mohasin Khan, Chief Financial Officer and Mr. S Balasundharam, CS & CO. He thanked everyone for being present at the Company's 8th Annual General Meeting and, for their continued trust in Veranda Learning. The Chairman informed the members that Mr. Kalpathi S. Aghoram and Mr. Kalpathi S. Ganesh are unable to attend today's meeting due to family commitments. The representatives of Statutory Auditors, the Secretarial Auditor, and the Scrutinizer for the AGM, were also present at the meeting. The Chairman informed that the AGM is being held through VC in accordance with the applicable circulars issued by MCA and SEBI. He further informed that the Registers as required under the Companies Act, 2013 and other relevant documents mentioned in the Notice were available for inspection and that the Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide the facility of remote evoting and e-voting during the AGM. The Chairman then addressed the Members and highlighted the Company's performance and key milestones achieved during FY 2025–26. He thanked the Members and all stakeholders for their continued trust and support. The Chairman informed the Members that the Notice convening the AGM, together with the Annual Report of the Company for the financial year ended March 31, 2026, had been circulated electronically to all the Members of the Company in accordance with the applicable statutory and regulatory requirements. He further informed the members that, subsequently, on July 30, 2026, the Company had circulated a revised Annual Report after identifying certain typographical errors in the version previously circulated. He clarified that the corrections were purely typographical in nature and had no impact on the financial statements of the Company. He also stated that no material changes had been made to the contents of the Annual Report other than the rectification of those typographical errors. 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 Veranda Learning Solutions Limited The Chairman confirmed that the Statutory Auditors' Reports on the standalone and consolidated financial statements and the Secretarial Audit Report for the financial year ended March 31, 2026, do not contain any qualification, reservation, adverse remark, or disclaimer and were taken as read. With the consent of the members, the Chairman took the Notice of the 8th AGM The Items considered at the AGM are as follows: - Type of S. No Details of the Agenda Resolution Ordinary Business To receive, consider and adopt (a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with the Reports of Board of Directors and Auditors thereon, 1 Ordinary and (b) the Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of Auditors thereon. 2 To appoint Ms. Kalpathi A Archana (DIN: 05331133) who retires by Ordinary rotation as a director. To appoint M/s. Suresh Surana & Associates LLP, Chartered 3 Accountants (FRN: 121750W / W100010) as Statutory Auditors of the Ordinary Company Special Business To approve the re-appointment of Mr. Kalpathi S Suresh (DIN: 4 Special 00526480) as the Chairman & Managing Director of the Company The Chairman further informed the members that the Company had provided the remote e- voting facility through the e-voting portal of CDSL from 09.00 am on Monday 3rd August 2026 to 5.00 pm on Wednesday 5th August 2026 and the said facility was also operational at the Meeting for the members who were attending the Meeting and have not already cast their vote(s) through remote e-voting. Mr. S. Sandeep of S. S. Sandeep & Associates, Practicing Company Secretary, was appointed as Scrutinizer for the remote e-voting process and acted as a Scrutinizer for the e-voting conducted at the AGM. The Chairman informed the members that the Scrutinizer would consolidate the votes cast through remote e-voting and those cast during the AGM and submit a consolidated report. He further informed the members that the consolidated results would be intimated to the Stock Exchanges within two working days from the conclusion of the AGM and would also be posted on the websites of the Company, BSE Limited (BSE), the National Stock Exchange of India Limited (NSE), and CDSL. The Speaker shareholders were invited to share their views / queries, and the same were addressed by the Chairman and CFO. 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 Veranda Learning Solutions Limited At the end, the Chairman thanked the members present and other stakeholders who have supported the AGM activities and thereafter concluded the meeting at 12.20 P.M. The e-voting facility remained open for the next 15 minutes to enable the shareholders to cast their votes. The voting results of the AGM along with the Scrutinizer’s Report shall be intimated to the Stock Exchanges. Th [Showing first 8,000 characters — download PDF for full document]