BSEAGM/EGM7h ago · 7 Aug 2026, 06:07 pm

Please find the enclosed Voting Result along with the Scrutinizer''s Report of the Annual General Meeting of the Company.

Veranda Learning Solutions Ltd · 543514

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Veranda Learning Solutions Ltd has announced the voting results and scrutinizer's report for its Annual General Meeting (AGM) held on August 6, 2026. The report is in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013. The company has hosted the notice of AGM on its website and informed members through email and physical letters.

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Earnings Impact5/10
Growth Catalyst2/10
Governance Concern1/10
Regulatory Risk1/10
Balance Sheet Risk1/10
Liquidity Impact8/10
Market Sentiment5/10

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Veranda Learning Solutions Ltd - 543514 - Shareholder Meeting / Postal Ballot-Scrutinizer''s Report

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Veranda Learning Solutions Limited August 07, 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, Subject: Disclosure of e-Voting Results and Scrutinizer Report under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Pursuant to Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration), Rules 2014, we are enclosing herewith the e-Voting Results of the business(s) transacted at the Annual General Meeting (“AGM”) held on August 06, 2026, along with the Consolidated Scrutinizer’s Report dated August 07, 2026. The aforesaid information is also hosted on the website of the Company at https://www.verandalearning.com/web/index.php/general-meeting Kindly take the same on record and display on the website of your exchange. 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 us ... ndeep FCS, LLB, Registered Valuer Managing Partner S.SANDEEP € ASSOCIATES COMPANY SECRETARIES August 07, 2026 Consolidated Scrutinizer's Report [Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended] The Chairman /Company Secretary Veranda Learning Solutions Limited, G.R Complex, First floor, No .807-808, Anna Salai, Nandanam, Chennai - 600035 Name of the Company Veranda Learning Solutions Limited Meeting Annual General Meeting ("AGM") Day, Date & Time Thursday, 06th August 2026 at 11.30 A.M. (1ST) Deemed Venue Registered Office : G.R Complex, First floor, No .807-808, Anna Salai, Nandanam, Chennai - 600035 Mode Video Conferencing ("VC") / Other Audio-Visual Means ('OAVM') 1. Appointment as Scrutinizer I, S Sandeep, Managing Partner of M/s. Sandeep & Associates, Company Secretaries having office at Flat no. 10, Second floor, Sucons Padmalaya, No. 5 Venkatnarayana Road, T Nagar, Chennai - 600017, have been appointed as the Scrutinizer by the Board of Directors of Veranda Learning Solutions Limited (the "Company") vide resolution dated July 14, 2026 for the purpose of scrutinizing the e-Voting process at the AGM, pursuant to the provisions of section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014; The Management of the Company is responsible to ensure the compliance with the requirements of the Companies Act, 2013 and the Rules made thereunder relating to e-Voting on the resolution(s) contained in the Notice of the AGM of the Company. My responsibility as a Scrutinizer for the e-Voting process for AGM is restricted to make a Scrutinizer's Report of the votes cast "in favor" or "against" the resolution(s), based on the reports generated from the e Voting system provided by Central Depository Services (India) Limited ("CDSL"), the authorized agency engaged to provide the facilities of remote e-Voting and e-Voting at the AGM. 2. Dispatch of Notice convening the AGM 2.1. In accordance with the guidelines issued by the Ministry of Corporate Affairs ("MCA") fo holding General Meetings/ conduction Postal Ballot process through e-Voting vide Gener Flot No. 10, Second Floor, Sucons Podmoloyo, No. 5 Venkotnoroyono Rood, T. Nagar, Chennai - 600 017. t5J L1 ~ +91 44 2435 1157 sondeep@sondeep-cs.in www.sondeep-cs.in S.SANDEEP 6 ASSOCIATES COMPANY SECRETARIES Circulars No. 03/2025, No. 20/2020,, No. 17 /2020 and No.14/2020 ("relevant Circulars"), the Securities and Exchange Board of India { Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"}, relating to electronic voting, Circular Nos.SEBI/HO/CFD/CMDl/CIR/P/2020179 DATED May 12, 2020, SEBI/HO/CFD/CMD2 /CIR/P/2021/11 dated January 15, 2021 and SEBI/HO/PoD2/CIR/P/2023/120 dated July 11, 2023 (" SEBI Circulars"} and in accordance with Regulation 44 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements} Regulations, 2015 and other applicable laws and regulations as amended from time to time (including any statutory modifications or re-enactments thereof for the time being in force} the resolutions as set out hereunder were placed for approval of the members by passing the Ordinary and Special Resolutions through remote e-Voting and e-Voting at the AGM. 2.2. Pursuant to the Circulars issued by the Ministry of Corporate Affairs, an advertisement was published on July 16, 2026, in 'Financial Express' (English Language) and 'Makkal Kura I' {Tamil Language}, specifying the details of availability of the Notice on Company's website, manner of voting through remote e-Voting, etc. 2.3. The Company hosted the Notice of AGM on its website, website of the agency providing the platform for remote e-Voting and e-Voting at the AGM. 2.4. The Company informed that on the basis of the Register of Members and the list of Beneficial Owners made available by Depositories, the dispatch of Notice of AGM was completed by CDSL by E-mail on Wednesday, July 15, 2026 to members who have registered their E-mail IDs with the Company/ RTA / Depositories. Further pursuant to Third Amendment to the SEBI (LODR) Regulations, 2015, physical letter providing the web-link of the Annual report was sent to the members who have not so registered. 3. Cut-off date Voting rights were reckoned as on Thursday, July 30th 2026, being the cut-off date for the purpose of deciding the entitlements of members of the Company for remote e-Voting as set out in the Notice of the AGM dated July 14, 2026. 4. Remote e-Voting process 4.1. Agency The Company has appointed CDSL as the agency for providing the platform for remote e-Voting and e-Voting. 4.2. Voting period The Remote e-Voting period commenced from Monday, August 03, 2026 at 09:00 A.M (1ST} and ended on Wednesday, August 05, 2026 at 05:00 P.M (1ST} and for the purpose of ensuring that members who have cast their votes through remote e-Voting do not vote again at the AGM, after closure of period of remote e-Voting, I referred the list providing details relating to Members who have cast their votes through remote e-Voting, such as their names, folios, DP/ Client Ids, number of shares held by them. S.SANDEEP .€ ASSOCIATES COMPANY SECRETARIES On the day of the AGM, Company conducted e-Voting for those members, who could not participate in the remote e-Voting to cast their votes. The members of the Company were required to cast their votes electronically conveying their assent or dissent in respect of the resolutions on the remote e-Voting platform provided by CDSL S. Counting Process 5.1. On completion of the remote e-Voting on Wednesday, August 05, 2026 at 05:00 P.M {1ST) and upon conclusion of thee-Voting at the AGM on Thursday, 06th August 2026, I unblocked the results of the remote e-Voting and downloaded the results in the presence of two witnesses, namely Ms. Roshni Khandelwal and Ms. Nivveditha G, who were not in employment of the company, who have signed below in confirmation of the votes being unblocked in their presence. 5.2. I have scrutinized and reviewed the remote e-Voting and e-Voting at the AGM and votes cast therein based on the data downloaded from the CDSL e-Voting system. 6. Results The details containing inter alia, list of members of the Company who have voted "for" and "against" the resolution(s) that were put to vote, were generated from the e-Voting website of the CDSL i.e. www.evotingindia.com and bas [Showing first 8,000 characters — download PDF for full document]