Monitoring Agency Report

Vciranda Veranda Learning Solutions Limited August 13, 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: Monitoring Agency Report for the quarter ended June 30,2026 Ref: Preferential allotments made during February 19,2025 to March 03,2025 With reference to the above subject, pursuant to Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with Regulation 162A of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), we are enclosing the Monitoring Agency Report of the Company for the quarter ended June 30, 2026 issued by India Ratings & Research Private Limited the Monitoring Agency, appointed by the Company to monitor the utilisation of proceeds raised through the following: 1. Issuance and allotment of 11,98,630 (Eleven Lakhs Ninety-Eight Thousand Six Hundred and Thirty) fully paid-up equity shares having face value of Rs. 10/- (Rupees Ten Only) each at a price of Rs.292/- (Rupees Two Hundred and Ninety-Two Only) per Equity Share including a premium of Rs. 282/- (Rupees Two Hundred and Eighty-Two Only) by way of Preferential Issue under Chapter V of SEBI ICDR Regulations. 2. Issuance and allotment of 7,78,817 (Seven Lakhs Seventy-Eight Thousand Eight Hundred and Seventeen) convertible warrants at a price of Rs. 321/- (Rupees Three Hundred Twenty-One Only) per convertible warrant including a premium of Rs. 311/- (Rupees Three Hundred Eleven Only) by way of Preferential Issue under Chapter V of SEBI ICDR Regulations. The company has fully utilized the proceeds raised through the issuance of equity shares on a preferential basis during the quarter ended March 31,2025. Additionally, 25% of the subscription amount received from the issuance of convertible warrants has also been utilized during the same quarter. The remaining 75% of the warrant subscription proceeds is yet to be received by the company as of the quarter ended June 30, 2026. This information will also be available on the Company's website at https://www.verandalearning.com/web/index.php/corporate Thanks & Regards, 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 India Ratings Fitch Group &Research Date: 10th August 2026 Veranda Learning Solutions Limited G.R. Complex First floor No.807- 808, Anna Salai, Nandanam, Chennai -600 035 Subject: Monitoring Agency Report for the quarter ended 30th June 2026 in relation to Preferential Issue. Dear Sir, Pursuant to Regulation 162A (2) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") and Monitoring Agency Agreement dated 7th May 2025, please find enclosed herewith the Monitoring Agency Report, as per Schedule XI of the SEBI ICDR Regulations towards utilization of proceeds of Preferential issue, for the quarter ended June 30, 2026. Request you to kindly take the same on records. Thanking You, For and on behalf of India Ratings & Research Private Limited SH RI KANT Digitally signed by SHRIKANT GANDHI DEV GANDHI DEV Date:2026.08.10 12:20:02 +o5'30' Name: Shrikant Dev Designation: Company Secretary India Ratings & Research Private Limited A Fitch Group Company Wockhardt Towers, Level 4, West Wing, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 Tel: +9122 4000 1700 Fax: +9122 4000 1701 CIN/LLPIN: U67100MH1995FTC140049 www.indiaratings.co.in IndiaRatings Fitch Group &Researcli Report of the Monitoring Agency (MA) Name of the issuer: Veranda Learning Solutions Limited For quarter ended: 30th June 2026 Name of the Monitoring Agency: India Ratings & Research Private Limited (a) Deviation from the objects: No deviation from the objects. Based on the Management undertaking and other documents provided to us, no deviation from the objects has been observed. (b) Range of Deviation: Not Applicable. Declaration: We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013. The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit-related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity. We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title "Comments of the Board of Directors", that shall be captured by the Issuer's Management/ Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer's Management/Board. Signature: SHRIKANT Digitallysignedby SHRIKANTGANDHI DEV GANDHI DEVDate:2026.08.10 12:21:11 +05'30' Name and designation of the Authorized Signatory: Shrikant Dev (Company Secretary) Date: 10th August 2026 Page 1 of 7 IndiaRatings Fitch Group &Researcli 1) Issuer Details: Name of the issuer: Veranda Learning Solutions Limited Names of the promoters: • KS Aghoram • KS Ganesh • KS Suresh Industry/sector to which it belongs: Education Service 2) Issue Details: Issue Period: 19th February 2025 to 3rd March 2025 Type of issue (public/rights): Preferential Issue Type of specified securities: a) 37,77,399 Equity Shares of face value of =1' 10/- @ INR 292.00/Equity Share. b) 10,90,344 Convertible Warrants (each convertible into one equity shares of face value =1' 10/- each) of face value of =1' 10/-@ INR 321.00/convertible warrant. IPO Grading, if any: Not Applicable Issue size: INR 145.30 Crores* * It is the total issue size. However, 25,78,769 Equity Shares and 3,11,527 Convertible Warrants are not subscribed. The actual subscription of Equity Shares and Convertible warrants and the amount received by the company as on 30th June 2026 is as below: Issue subscribed Issue proceeds received as on 30th Jun'26 Value Value (INR Security No. Rate (INR No. Rate Crores) Crores) a) Equity Shares 11,98,630 292.00 35.00 11,98,630 292.00 35.00 b) Convertible 7,78,817 321.00 25.00 7,78,817 80.25" 6.25 Warrants Total 60.00 41.25* "The company has received 25% of the value of the convertible warrants i.e. INR 80.25/warrant, as upfront consideration/subscription a [Showing first 8,000 characters — download PDF for full document]