Veranda Learning Solutions Limited — Annual Report 2023

May 29, 2023

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Veranda Learning Solutions Limited (formerly Veranda Learning Solutions Private Limited) (formerly Andromeda Edutech Private Limited)

29[th] May, 2023

BSE Limited Dept of Corporate Services, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001 Scrip Code: 543514	National Stock Exchange of India Limited The Listing Department, Exchange Plaza, Bandra Kurla Complex, Mumbai – 400 051 Symbol : VERANDA

Sub: Intimation of Outcome of the Board Meeting of Veranda Learning Solutions Limited under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

Pursuant to Regulation 30 read with Para A, Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the Board of Directors of the Company at their meeting held on 29[th] May 2023, have approved the following.

Financial Results

1. The Audited Standalone and Consolidated Financial Results for the Quarter and Year ended 31[st] March 2023.

Accordingly, please find enclosed the following:

a) Unmodified Statutory Audit Report issued by M/s. Deloitte Haskins & Sells, in respect of audited standalone and consolidated financial results of the Company as prepared under the Listing Regulations for the Quarter and Year ended 31st March 2023.

b) Audited standalone and consolidated financial results of the Company for the Quarter and Year ended 31st March 2023.

Declaration pursuant to Regulation 33(3)(d) of the SEBI (LODR) Regulations, 2015 by Ms. Saradha Govindarajan, Chief Financial Officer the Company on Unmodified Standalone & Consolidated Audit Report for the financial year ended March 31, 2023, is also enclosed (Annexure-A).

The Board Meeting Commenced at 3.00 P.M . and ended at 6.45 P.M.

Request you to kindly take the same on record.

Thanking you,

For Veranda Learning Solutions Limited

M Digitally signed by M ANANTHARAMAKRISHN ANANTHARAM AN AKRISHNAN Date: 2023.05.29 18:49:46 +05'30'

M. Anantharamakrishnan Company Secretary & Compliance Officer M. No- ACS- 7187

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contact@verandalearning.com www.verandalearning.com +91 44 4296 7777 34,Thirumalai Road, T.Nagar, Chennai, Tamil Nadu-600017 CIN: L74999TN2018PLC125880

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INDEPENDENT AUDITOR’S REPORT ON AUDIT OF ANNUAL CONSOLIDATED FINANCIAL RESULTS AND REVIEW OF QUARTERLY CONSOLIDATED FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF VERANDA LEARNING SOLUTIONS LIMITED

Opinion and Conclusion

We have (a) audited the Consolidated Financial Results for the year ended March 31, 2023 and (b) reviewed the Consolidated Financial Results for the quarter ended March 31, 2023 (refer ‘Other Matters’ section below), which is subject to limited review by us, both included in the accompanying “Statement of Consolidated Financial Results for the Quarter and Year Ended March 31, 2023” (the “Statement”), of Veranda Learning Solutions Limited (the “Parent”) and its subsidiaries (the Parent and its subsidiaries together referred to as the “Group”), being submitted by the Parent pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”).

(a) Opinion on Annual Consolidated Financial Results

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the audit reports of the other auditor on separate financial statements of the subsidiaries referred to in Other Matters section below, the Consolidated Financial Results for the year ended March 31, 2023:

• (i) includes the results of the following entities:

Parent Company

Veranda Learning Solutions Limited

Wholly owned Subsidiary Companies

• (a) Veranda Race Learning Solutions Private Limited, India

• (b) Veranda XL Learning Solutions Private Limited, India

• (c) Veranda IAS Learning Solutions Private Limited, India

• (d) Brain4ce Education Solutions Private Limited, India

• (e) Veranda Learning Solutions North America, Inc., State of Delaware

• (f) Veranda Administrative Learning Solutions Private Limited, India

• (g) Veranda Management Learning Solutions Private Limited, India

Step-down Subsidiary

• (h) J.K. Shah Education Private Limited, India (Subsidiary of (b) above)

• (ii) is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and

• (iii) gives a true and fair view in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India of the consolidated net loss and consolidated total comprehensive loss and other financial information of the Group for the year ended March 31, 2023.

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(b) Conclusion on Unaudited Consolidated Financial Results for the quarter ended March 31, 2023

With respect to the Consolidated Financial Results for the quarter ended March 31, 2023, based on our review conducted and procedures performed as stated in paragraph (b) of Auditor’s Responsibilities section below, and based on the consideration of the review reports of the other auditor referred to in Other Matters section below, nothing has come to our attention that causes us to believe that the Consolidated Financial Results for the quarter ended March 31, 2023, prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Basis for Opinion on the Audited Consolidated Financial Results for the year ended March 31, 2023

We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under Section 143(10) of the Companies Act, 2013 (the “Act”). Our responsibilities under those Standards are further described in paragraph (a) of Auditor’s Responsibilities section below. We are independent of the Group, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (the “ICAI”) together with the ethical requirements that are relevant to our audit of the Consolidated Financial Results for the year ended March 31, 2023 under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditor in terms of their reports referred to in Other Matters section below, is sufficient and appropriate to provide a basis for our audit opinion.

Management’s Responsibilities for the Statement

This Statement, which includes the Consolidated Financial Results is the responsibility of the Parent’s Board of Directors and has been approved by them for the issuance. The Consolidated Financial Results for the year ended March 31, 2023, has been compiled from the related audited consolidated financial statements. This responsibility includes the preparation and presentation of the Consolidated Financial Results for the quarter and year ended March 31, 2023 that give a true and fair view of the consolidated net loss and consolidated other comprehensive loss and other financial information of the Group in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards, prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the respective financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of this Consolidated Financial Results by the Directors of the Parent, as aforesaid.

In preparing the Consolidated Financial Results, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate their respective entities or to cease operations, or has no realistic alternative but to do so.

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The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of the Group.

Auditor’s Responsibilities

(a) Audit of the Consolidated Financial Results for the year ended March 31, 2023

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Results for the year ended March 31, 2023 as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Consolidated Financial Results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Annual Consolidated Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors.

• Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 33 of the Listing Regulations.

• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Financial Results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Annual Consolidated Financial Results, including the disclosures, and whether the Annual Consolidated Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.

• Perform procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations to the extent applicable.

• Obtain sufficient appropriate audit evidence regarding the Annual Standalone Financial Results within the Group to express an opinion on the Annual Consolidated Financial Results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the Annual Consolidated Financial Results of which we are the independent auditor. For the other entities included in the Annual Consolidated Financial Results, which have been audited by the other auditor,

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such other auditor remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the Annual Consolidated Financial Results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Annual Consolidated Financial Results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Annual Consolidated Financial Results.

We communicate with those charged with governance of the Parent and such other entities included in the Consolidated Financial Results of which we are the independent auditor regarding, among other matters, the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

(b) Review of the Consolidated Financial Results for the quarter ended March 31, 2023

We conducted our review of the Consolidated Financial Results for the quarter ended March 31, 2023 in accordance with the Standard on Review Engagements (SRE) 2410 ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’, issued by the ICAI. A review of interim financial information consists of making inquiries, primarily of the Company’s personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with SAs specified under section 143(10) of the Act and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

The Statement includes the results of the entities as listed under paragraph (a)(i) of Opinion and Conclusion section above.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

Other Matters

• Attention is drawn to Note 2 to the Statement which states that the consolidated figures for the corresponding quarter ended March 31, 2022, as reported in the accompanying Statement have been approved by the Parent’s Board of Directors, but have not been subjected to audit/ review. Our report on the Statement is not modified in respect of this matter.

• The Statement includes the results for the Quarter ended March 31, 2023 being the balancing figure between audited figures in respect of the full financial year and the published year to date figures up to the third quarter of the current financial year which were subject to limited review by us (Refer Note 2 of the Statement). Our report on the Statement is not modified in respect of this matter.

• We did not audit the financial statements of one overseas subsidiary included in the Consolidated Financial Results, whose financial statements reflect total assets of Rs. 9.22 lakhs as at March 31, 2023 and total revenues of Rs. NIL and Rs. NIL for the quarter and year ended March 31, 2023 respectively, total net loss after tax of Rs. 1.11 lakhs and Rs. 959.27 lakhs for the quarter and year ended March 31, 2023 respectively and total comprehensive loss of Rs. 15.86 lakhs and Rs. 15.38 lakhs for the quarter and year ended March 31, 2023 respectively and net cash outflows of Rs. 9.22 lakhs for the year ended March 31, 2023, as considered in the Statement. These financial statements financial statements have been audited by other auditor

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whose reports have been furnished to us by the Management and our opinion and conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of the overseas subsidiary, is based solely on the reports of the other auditor and the procedures performed by us as stated under Auditor’s Responsibilities section above.

Our report on the Statement is not modified in respect of the above matter with respect to our reliance on the work done and the report of the other auditor.

For DELOITTE HASKINS & SELLS Chartered Accountants (Firm’s Registration No. 008072S)

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Ananthi Amarnath Partner (Membership No. 209252) UDIN: 23209252BGXMKX5818

Place: Chennai Date: May 29, 2023

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INDEPENDENT AUDITOR’S REPORT ON AUDIT OF ANNUAL STANDALONE FINANCIAL RESULTS AND REVIEW OF QUARTERLY STANDALONE FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF VERANDA LEARNING SOLUTIONS LIMITED

Opinion and Conclusion

We have (a) audited the Standalone Financial Results for the year ended March 31, 2023 and (b) reviewed the Standalone Financial Results for the quarter ended March 31, 2023 (refer ‘Other Matters’ section below), which is subject to limited review by us, both included in the accompanying “Statement of Standalone Financial Results for the Quarter and Year Ended March 31, 2023”, (the “Statement”), of Veranda Learning Solutions Limited (the “Company”), being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”).

(a) Opinion on Annual Standalone Financial Results

In our opinion and to the best of our information and according to the explanations given to us, the Standalone Financial Results for the year ended March 31, 2023:

• i. is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and

• ii. gives a true and fair view in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India of the net profit and total comprehensive income and other financial information of the Company for the year then ended.

(b) Conclusion on Unaudited Standalone Financial Results for the quarter ended

March 31, 2023

With respect to the Standalone Financial Results for the quarter ended March 31, 2023, based on our review conducted as stated in paragraph (b) of Auditor’s Responsibilities section below, nothing has come to our attention that causes us to believe that the Standalone Financial Results for the quarter ended March 31, 2023, prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Basis for Opinion on the Audited Standalone Financial Results for the year ended March 31, 2023

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We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under Section 143(10) of the Companies Act, 2013 (the “Act”). Our responsibilities under those Standards are further described in paragraph (a) of Auditor’s Responsibilities section below. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (the “ICAI”) together with the ethical requirements that are relevant to our audit of the Standalone Financial Results for the year ended March 31, 2023 under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

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Management’s Responsibilities for the Statement

This Statement which includes the Standalone Financial Results is the responsibility of the Company’s Board of Directors and has been approved by them for the issuance. The Standalone Financial Results for the year ended March 31, 2023 has been compiled from the related audited standalone financial statements. This responsibility includes the preparation and presentation of the Standalone Financial Results for the quarter and year ended March 31, 2023 that give a true and fair view of the net profit and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Results that give a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Results, the Board of Directors are responsible for assessing the Company’s ability, to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the financial reporting process of the Company.

Auditor’s Responsibilities

(a) Audit of the Standalone Financial Results for the year ended March 31, 2023

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Results for the year ended March 31, 2023 as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Standalone Financial Results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Annual Standalone Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors.

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• Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 33 of the Listing Regulations.

• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Annual Standalone Financial Results, including the disclosures, and whether the Annual Standalone Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the Annual Standalone Financial Results of the Company to express an opinion on the Annual Standalone Financial Results.

Materiality is the magnitude of misstatements in the Annual Standalone Financial Results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Annual Standalone Financial Results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Annual Standalone Financial Results.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

(b) Review of the Standalone Financial Results for the quarter ended March 31, 2023

We conducted our review of the Standalone Financial Results for the quarter ended March 31, 2023 in accordance with the Standard on Review Engagements (“SRE”) 2410 ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’, issued by the ICAI. A review of interim financial information consists of making inquiries, primarily of the Company’s personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with SAs specified under section 143(10) of the Act and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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Other Matters

• The Statement includes the results for the Quarter ended March 31, 2023 being the balancing figure between audited figures in respect of the full financial year and the published year to date figures up to the third quarter of the current financial year which were subject to limited review by us (Refer Note 2 of the Statement). Our report on the Statement is not modified in respect of this matter.

• The Statement includes the results for the Quarter ended March 31, 2022 which have been prepared by the Management from the books of account, which is neither audited nor reviewed by us (Refer Note 2 of the Statement). Our report on the Statement is not modified in respect of this matter.

For DELOITTE HASKINS & SELLS Chartered Accountants (Firm’s Registration No. 008072S)

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Ananthi Amarnath Partner (Membership No. 209252) UDIN: 23209252BGXMKW5343

Place: Chennai Date: May 29, 2023

Veranda Learning Solutions Limited

(formerly known as Veranda Learning Solutions Private Limited)

Regisrered Office: Old No 54, New o 34. Thirumalai Pillai Road, T. Nagar, Chennai - 600017

CIN: L74999TN2018PLCl25880

Tel: 044-42967777 : E-mail: anantharamakrishnan.m/alverandalearning.com, Website: www.,•erandalearning.com

STATEMENT OF CONSOLIDATED FINANCIAL RESllLTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2023

	STATEMENT OF CONSOLIDATED FINANCIALRESllLTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2023
	(Rs. In Lakhs)
	St No I 2 3 4 s 6 7 9 10 II II :2 13 For the Quaner Ended Year Ended Paniculars March 31, December 31, March 31, March 31, Much 31, 2023 2022 2022 2023 2022 Refer Note 2 (Unaudited) Income: Refer Note 2 (Audited) (Audited) Revenue from Opera110ns 4,840 60 4.787.80 2.912 03 16,135 67 7,504.88 O1her Income ( Refer note 12) 39.42 3,584.11 29.24 3.856 39 55.27 Total Income 4,880.02 8,371.91 2,941.27 19,992.06 7,560.15 Expenses: Cost of Materials Consumed 0.32 3.76 1.75 12 06 7 3'i Purchase ofS1od - in - trade 80.28 120.51 91.06 393.31 260.74 Changes m lnventones of Stock - m - 1radc (13.96) (3 I 28) 27.37 (66.57) 9.17 Employee Benefits Expense (Rcfcr no1e 14) 1,884.'.!4 732.87 1.334.26 5,855.06 3.164 09 Advertisement and Business Promo1ion Expenses 1,153.75 1.154.55 634.23 4.224 21 2,224.76 Other Ooeraung Expenses ( Refer note 13) 3,795 03 4,928.58 2,127.21 12.941.22 5.799 25 Total Eioenses 6,899.66 6,908.99 4,215.88 23,359.29 11,465.36 F:arnings/ (Loss) heforeFinanceCosts,Tax. Depreciation and (2,019.64) 1.462.92 (1,274.61) (3,367.23) Amonisation Exoensc (I - 2) (3,905.21) Finance rosts 515.33 204 94 341.21 1.029.87 833 15 Dcorec1auon and Amon1sat1on fxpcnsc 1,767.23 1.5 I 8.25 584 74 4.546. 15 1,382.-lS Profit/ (Loss) before tax (3 - 4 - 5) 14.302.101 (260.27 (2,200.561 18,943.251 (6,120.81' ra, £x11cnscs Currf.!nt �·a.x (88.62) (88. 71) . (17733) Deferred Tax (345. 7 J) (237.48) (106.77) (844.55) (271 3�) Total Tn Ex"enscs (434.35) 132'>.19** 1106.77* (1,021.88' (271.32* Profi1/ (Loss) af1er Tu (6 - 7) (3,867.115) 65.92 Other Comprehensive lncomP/ ( Loss) (2,093.791 17,921.37) (5,849.49) (i) Items that will no I be reclassified 10 Statement of Profit or Loss a) Remeasurement of defined bcnefi1 plan 47.13 1.97 (7.35) 30.21 (7 Xii) bl Income Tax relating to u�ms that will not be reclassified to profit or loss 111 subsequent i:enod (7.62) 0.24 I 27 (3 75) I s; (ii) Items 1ha1 will be subsequently reclassified to 11rofi1 or IQss a) ExchanQe differences on 1ransla11on of foreier, o,,.,ra11ons (15.03) (0.59) . ( 14.55) . Total Comprehensive lncnme/(Loss) for the year (8+ 9) (3,843.37) 67.54 (2,099.87) (7,909.46) (5,855.46) Profi1 for lhe vcar anrihulable to: Paid uo Eouity share raoital (Rs. 10/- Each) 6,157.21 6,157.21 4.117.70 6,157.21 4,117.70 Other En uiry 24.436.94 3,580.211 Earnim!sl (Loss) oer F:ouity Share (face ,·alue of Rs. 10/- each) Not Annualised Rasic (Rs ) (6 28) 0.11 16 07) ( 13 65) (16 9o1 Diluted (Rs.) (b.28) 0.11 (6.07) ( 13.65) ( 16 96)
	Sec accompanymg notes to the financial results

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Veranda Learning olurions Limited • (formerly known as Verand11 Learning Solutions Prhai.. Limited) Tel: 044-42967777; E-mail: anantharamakrishnan.m@vcrandaleaming.com, Website: www.vcrandalearning.com Registered Office: Old No 54, Nt>w No 34. Thirumalai Pillai Road, T. 'agar, Chennai - 600017 Cl ': L74999T '2018PLCl25880 STATEMENT OF CONSOLIDATED ASSETS AND LIABII.ITIES AS AT MARCI-I 31, 2023

Cl : L74999T 2018PLCl25880 Tel: 044-42967777; E-mail: anantharamakrishnan.m@vcrandaleaming.com, Website: www.vcranda STATEMENT OF CONSOLIDATED ASSETS AND LIABII.ITIES AS AT MARCI-I 31, 2023	lea	rning.com
			(Rsin Lakhs)
		As	at
Particulars		March 31, 2023	March 31, 2022
	I	*(Audited*	*(Audited*
I.ASSF.TS
I. on-current assets (a) Propeny. plant and equ1pmcn1 (b) Capital work in progress (c) Goodwill on c0Mohda11on (Refer note 10) (d) Other ,mangible assets (cl lmang1ble assets under development i( f) R1gh1 of use as et, Cg) FinJncial Assets		1.40845 7.57 44.582 95 20.239.51 '.!66.82 7.188.02	147_55_ - 11_30161 8.001 04 - -	I
(1) Investments i (i1) Other financmi assers (h) Deferred Tax assc1s (net) (1) Income Tax assets		l 00 673.74 496.J I 723.69	- 10 oo 114.o& 376 26	I I
(j) Other Non Current Assets		20 33	20 31
Total- on-current assets IAI		75,608.39	25.976.86
2. Current assets (a) lnvemorics (b) Financial assets		132 14	1>3 65
(i\ Trade receivables		550 56	345 04
(ii) Cash and cash equivalents (1'•, 3ank balances other than ( 1i) above (1v, Other financial assets (c) Other current assers	I	8,481 70 212 40 540.16 3.643.77	4,810.11 2.764.,o 475 64 3,t>I& 5v	I
Total- C11rrent assetsIBl		13,560.73	t2,IJ7.04
TOTAL-ASSETS IA+BI		89,169.12	38,1 iJ.90
EQlllT\ AND LIABILITIES
I.Equuy
(a\ Eqully share cap11al		6,157.21	4.11770
(b) Other equity		24.436.94	3_5go.2a
Total t:quity (Cl 2. Liabilities		30,594.15	7,697.�ll
Non-current liabilities
(a) �inancial liabih11es
(i) Borrowings		2c. lH.45	12.063 90
(ii) Lease hab1lities (:ii) Other financial hat,il111es (Refer nNe 10) (b) Provisions (c) Deferred tax h�b,h11cs (net)		6.241 42 14.513 12 '.!07.16 5.037.56	- 2.837 05 112.97 1.896 62
Total - Non-current liabilities ID(		48,123.71	16,910.S4
Current liabilities
(a) F111ancial hab1l111es
t, l Borrowings		957 13	8.262 37
,1i) Lease hab1li11es		1.292.07	-
(1i1) rmde payable� (a) Total outstanding dues of micro enterpnst's and small enterprises (b) Total outstanding dues of creditors other than micro Enlerpnses and small enterpr;ses		24.08 �.820.26	348.30 3.171.81
(1,) Other financial hab1h11cs		476 04	40.22
(b) Other current liabilities		4.80855	l.642.90
(c) Prov1s1ons		72 23	39.78
·1otal - Current liabilities (El Total Liabilities IF=ID+EII		:0,451.26 58,574.97	13,�05.38 30,415.92
1TOTAi. - EQUITY.\NOUABIL.ITIES IC'+FI		�9.169.12	38,l 13.90 !

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Veranda Learning Solutions Limited

(formerly known 11s Veranda Learning Solutions Private Limited)

RcJ!,istcred Office: Old No 54, New No 34, Thirumalai Pillai Road, T. Nagar, Chcnnai - 600017 CIN: L7-'999TN2018PLCl2S880

Tel: 0-'4--42967777: E-mail: anantharamakrishnan.mlalverandaleaming.com, Website: www.verandalearning.com STATUH:NTOF CONSOLIDATED CA II FLOWS FOR TIIE YEAR E 'OED MARCIi 31. 2023

STATUH:NTOF CONSOLIDATED CA II FLOWS FOR TIIE YEAR E 'OED MARCIi 31. 2023
	(Rs. in Lakhs)
Particulus		FortheYearended
		March 31. 2023	March JI, 2022
		IAuditedl	/AuditN)
Cashno"sfrom opcratinJ acli\•itics Lossbefn tax Adjustments to reconcile profit before tax to net cashnO\, s Finance costs Employee share based payment expense Dcpreciauon and amonization expense Interest income on fixed deposits Gain from fore, trans.,cuon Expected credit loss Proft on cancellauon of debentures Gain on prcclosure of lease agreement Interest on un" indingof securitydeposit		(8,943 25) 1,029.87 (236.60) 4.546 15 ( 171.55) (13 04) 145 25 (3.212.71) (48.12) 11605	(6.120 81) 833.15 634 19 1,382.45 (40 08) . . . (l 78)
Operating Proft befre Worllng Capital Changes Change in oprating assets and habil iues ( Increase)decrease in inv�ntones Increase in trade receivables Decrease(increase) in other current assets Increase in other financial assets Increase in prov1s1ons and other hab1ht1es Increase in fnancial hab1ht1cs (Decrease)/increase in trude payables Increase in Other current liab ilities		(6.920.05) (68.48) (337 73) 3,221.32 (712.21) 138 56 6,607.01 ( 1.685 81) 1,743 25	(3.312 88) 8.83 (313.52) (2.474 55) (377 13) 141 01 1,024.29 1.197 41 625.86
Cash (usd in)/ generated from operations LessIncometa,es paid(net of refunds)		1,985.86 1491.13)	(3,479 77) /449 31
Net cash(used in)/ JeneratN from operating artivitie5(A)		1,494.73	13,929.08)
Cash nows from inHsting acthitics Capital expnditure on propeny. plant & equipment & other intangible assets Proeeds from sle of propny. plant & equipment Investments in subs1d1unes Investment in f"d deposll Interest income on denn<1ts		(9,06i 95) (362 27) 78 60 7 26 (36,093.69) (19.567.60) 2,551.70 (2,762.10) 171_55_ 41 87
Net ush used in inve5ting arth itie5(8)		142,359.79 122,642.84)
Cash nows from fnancing activititt Proeeds from issue of cqu11y shares Proeeds from long term borrowings Repayment of long term brrowings Proeeds fom shon term borrowings Repayment of shon term borr0\1 ings Repa) ment oflease loab1ht1es Finance costs Transaction costs incurred for issue of equity share cap1tal Gain onpreclosurc oflease agreement		34,655 23 12.925 19 18,486 88 11,496.51 (5,213.62) (71 32) 377 42 7,646.56 (7,(82.66) . (1,800.021 ( 115 06) (801 81) /616 35) (l.736 12) . 48.12 .
Net cash�cnerated from fnancingacti,•itics(C)		36,333.42 3 l.26S.S3
Net increase/(d«�ase)in Cash and cash equivMlents (A+B+C) Cash and cash equ1,alents at the beginning of the year Cnsh on now on account of acqu1s1tion of subsidiaries		(4,531.64) 4,693.61 4,870 11 42.71 8.143.23 133. 79
Cash and cash oouivalcnts at the end of theyear		8,481.70 4,870.11

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Veranda Learning Solutions Limited

(formerly known as Veranda Learning Solutions Private Limited)

Registered Office: Old o 54, ew o 34, Thirumalai Pillai Road, T. Nagar, Chennai - 600017 CIN: L7499 TN2018PLC125880

Tel: 044-42967777; E-mail: anantharamakrishnan.m a erandalearning.com, Website: www.verandalearning.com

STATEMENT OF STA 'I/DA LONE FINANCIAL RE llLTS FOR THE QllARTER AND YEAR ENDED MARCH JI, 2023

I. 'o		Particulars	For rh•Quarter Ended		Year Ended
			March 31, Dt,mber 31, 2023 2022 Refer Nore 2 (Unaudiled)	March 31. 2022 Rder Nor, 2	March 31, Marth 31. 2023 2022 (Audiled) (Audiled)
I		Income: Revenue from Opern1ions Other Income (Refer no1e12)	492 06 569 27 163 29 3,372 79	448.68 60.38	1.714 09 1,214.80 3,791 48 137 63
		Total Income	655.35 **3,942.0 **	50.06	5,505.57 1.352.43
2		Expenses: Employee Benefts E,pcnse Other O.rnt1nl ExDnscs (Refer note 13)	286 70 2944 743 06 2.06.14	246 80 370 37	1.096 09 725 95 3.318.96 1.044 42
		Total Expense	I 029.76 2,35.58	617.17	4,415.05 1,770.37
J 4 5 6 7		Earnings / (Loss) befre Finance Costs. Tax, Depreeiation and Amortisation Expense ( I - 2)	(374.41) 1,585.48	(108.11)	1,09.52 (417.94)
		Finance costs Dpreciation and i\monisation ExDnsc Profit / (Loss) before lax (J - 4 - 5) Tax Expenses Current Tax Dferred Tax Total Tax Exocnses	118 60 (27 83) 36 53 3 53 (529.5' 1,60.78 (2.61) 8.10 12.61) **8.10 **	355.12 7.79 (471.02) 3 68 J.68	337.09 814.97 51 II 36.69 702.32 (,269.6 - 4.04 (4 61) 4.04 14.61
8		Profit /(Loss) after Tax(6 - 7)	(526.93 1,601.68	(474.70	698.28 (1,264.9)
9		Other Comprehensive lncomc/(Loss) Items that will not be reclassified to Statement of Profit or Loss a) Remeaurement of defned benefit plan b) Income Tax rcln11ng to items 1h01 will not be reclassifed 10 proft or loss in subsequentprio	11 28 2 60 (2.84) (0 68)	(4 88) I 27	10 13 (7 05) (2.55) I 83
10		Total Comprchensh•e lncomc/(Loss) for the (518.48) 1,603.60 vear (8 + 9) Paid up Equi11• sharecapital(Rs. 10/- Each) 6,157.21 6,157.21		(478.31) 4,117.70	705.86 (1,270.21) 6,157.21 4,117.70
II		Other l'nuitv			38,342.33 **8,083.02 **
12		Earnings/ (Loss) per Equity value of Rs. 10/- each) hare (face 01 Annualised Baic (Rs ) (0 86) 2.68 ( I 38) Diluted(Rs./ (0 86) 2.57 ( I 38)			I 20 (3 67) I 16 ( 67)

Sec accompanymg notes 10 the financial results

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Veranda Learning Solutions Limited (formerly known as Veranda Learning Solutions Private Limited) 17 Registered Office: Old o 54. cw No 34. Thirumalai Pillai Road, T. Na gar, Chennai - 60CIN: L749 TN2018PLCl25880 0 9 Tel: 0-'4-42967777; E-mail; ananlharamakrishnan.m®verandalearning.com, Website: www.verandalearning.com

STATEMENT OF STANDALO 'E ASSETS AND LIABILITIES AS AT MARCH 31. 2023

	Tel: 0-4-42967777; E-mail; ananlharamakrishnan.m®verandalearning.com, Website: w STATEMENT OF STANDALO 'E ASSETS AND LIABILITIES AS AT MARCH 3	ww 1.	.verandalearn 2023	ng.com
				(Rs. m Lakhs)
			As	at
	l'artirulars		March 31. 2023	March 31, 2022
			(Audited)	(Audited)
	I. ASSETS
	I. Non-current assets
	(a) Propeny. plan1 and equipment		29.98	87.40
	(b) O1her miangible asse1s		1.12	0.26
	(c) R1gh1 of use asse1s		67.80	-
	(d) Fmancial assels
	(1) lnves1ments		40.434.95	20.964.0J
	(1i) Other financial assets		J.94
	(e) Deferred tax asse1 (ne1)		0.64	7 23
	(f) Income tax assets		121.05	166 91
	Total - Non-current assets IAI		40,659.48	21,225.83
	2. Currenl assets
	(al Financial asse1s (1) Trade receivables (Ii J ,ash and cash equivalents (iii\ Bank balances other •han (ii) above		843.56 ll7.22 2.14	791 63 4.682 98 2.577 14
	(iv) Loans		8.725.36	2,991 14
I	(v) Other financial assets (b)Other current assets Tota I - Current assets I Bl		1.018 05 1.053.94 11,730.27	346 21 2.552.47 13,941.57
1TOTAL - ASSETS IA+BI			52,389.75	35.167.40
	EQUITY A'D LIABILITIES
	I. Equity
	(a) Equ11v ,hare capital		c,157.21	4,117.7()
	(bl Other equity		38.342.33	8.083.0:
	Total Equity IC!		44,499.54	12,200.72
	2. Liabilities
1	Non-current liabilities
I	(a) Fmancial liabilities ( i) Borrowings /ii) Lease liabiliues (iii) O1her financial habili1ies (b) f'rov,sions Total - !\on-current liabilities IDI Current liabilities (a) Financial liab1h11e;. (1) Borrowings (ii) I.ease liabihue; 111i) Trade payables (a) To1ai oulSland;ni;dues of m1cro enterprises and small enterprises lh) Total outstanding dues <>f creditors other than micro enterprises and small enterprises (1v) Other financial habihues	I	6,233.32 j6_J, 1.095.86 19.38 7,384.69 126 46 :S4.54 6.34 180 07 133 78	12.013.0J 962.➔9 21.67 12,997.19 7.985.41 6.82 1,618 44 279.74
	(bl Other current liab1h11es		23.16	77.84
	(c) Provisions Total - Current liabilities IEI Total Liabilities lf;ID+EII TOTAL- EOlllTY AND LIABILITIES IC+FI		1.17 505.52 7,890.21 52,389.75	1.24 9,969.49 22,966.68 35,167.40

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Veranda Learning Solutions Limited

(formerly known as\ eranda Learning Solutions Private Limited) Registered Office: Old No 54, New 'o 34, Thirumalai Pillai Road, T. NaJ!ar, Chennai - 600017 CIN: L749 9 TN2018PLCl25880 Tel. (>44-42967777; E-mail: anantharamakrishnan.m(@verandalearning.com, Website: www.verandalearning.com

STAT EMENT OF STANDALONE CAS H FLOWS FOR THE YEAR ENDED MARCH 31, 2023

STAT EMENT OF STANDALONE CAS H FLOWS FOR THE YEAR EN	DED MARCH 31, 2023
		_(Rs._in Lakhsl
	For theYearended
Particular,,	March 31, 2023	March 31. 2022
	IAuditt:dl	(Audited)
Cash nows from operating activities
Profit/ ( Loss) before tax	702.32	( 1.269 6())
Adjus1ments 10 reconcile profit before tax to net cashnows Finance costs	337.()<)	814.97
l.npa1r1ncn1 of loans 10 subsidiary	789.28	-
lmpa1rmen1 of invesunenls in subsidiary	121.90	-
lmpa1rmen1 of interes1 receivable from subsidiary Impairment of 1rade receivable from subsidiary	56.57 11.80	- -
Interest mcome on loans and deposils	(551.98)	(137.63)
Unrealised foreign exchange (gain)	\13.04)
Cmplotee share based payment expense Dcprcc1a11on and amortization expense Profit on canc�llauon of debentures	152.63 51.1! (3,212.71)	36.o9 -
Oper-dling Profit before Working Capital Changes	(1,555.03)	(55557)
Change tn operatini; assets and liabilities
Increase tn 01hcr non current assels	(3.94)
Increase in 1rade receivables	(50.69)	(555.55)
Increase tn 01hcr curren1 assets lncrt:ase tn other financial assets	(266 61) (671.84)	(2,525.46) (252 �4)
(Decrease)/mcrease tn provisions and 01hcr liabilities	( 165.40)	82.51
(Decrease)/tncrease in financial liabilities (Decrease),increase in trade ru1vables	( 125.17) (1,438.87)	1,027.02 1.510%
Cash used in operations	( 4.277.55)	( l.268.63)
Less·Income taxes paid (net of refunds)	45.86	(143.80)
I Net cash used in operating activities (A)	14,231.69)	(1,412.43)
Cash nows from investing activities
Capital expenditure on rroperty. plant & equipment & other in1angible assets Proceeds from disposal of property. plant and equipment	(24.97) 71.15	(5 45)
Investments in subsidiaries	( 19.246.55)	(20,763 03)
Redemption '" fixed deposi1 lnves1mcn1'" fixev deposi1 Loans i;ivcn to subsidiaries	�4.065.38 l51.490.]8) (6.523.50)	- (2,575.14) (2,425.90)
lnteres1 income on loans and deoosils	55J.Q8	137.63
�ct ca,h used in i11vesting activities ( B)	(22.�96.89)	(25,631.89)
Cash nows from financing activities
Proceeds from issue of equity shares	J 1,386.12	12,925 19
Proceeds fi om share warrants Procc�ds from !ong tenn oorrowmgs Repayment oflon� term bo:TOwmgs	1.535.00 2.475.00 (5,(142 00)	1:.084 35 (71.32)
Proceeds from short lerm horrowings	120.00	7.382 19
Repayment of short 1erm borrowini;	(7,978.95)	-
Repayment of lease liab,lities	(43.43)
Fi nan cc costs	(2 I 8.92)	(599. 76)
Net cash eencrated from financing activities (C)	22 232.82	31.720.65
l!\et increase in Cash and cash equhalents(A+B+C) ICas� and cash eou,valenu, a, the be�innmg of the year	(4,59!.76) 4,682.98	4,676.33 6.65
Cash and cash equivalents at the end of the vear	87.22	4,682.98

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Veranda Ltarning Solutions Limittd (formerly known as Vtranda Learning Solutions Private Limited) Registered Office: Old 'o 54, New 'o 34, Thirumalai Pillai Road, T. Nagar, Chcnnai - 600017 CIN: L749 TN2018PLCl25880 Tel: 044-42967777; E-mail: anantharamakrishnan.m'<i'venindalcarnin .com, Website: www.vcrandalearnin .com

Notes to rhc tatcmcnt of Standalone and Consolidated FinanciMI Results for the Quarter and Year Ended March 31, 2023

Veranda Learning Solu11ons Li11111ed (rhc "Company") during the year completed the Initial Public Offer (IPO) of 14.598,540 equity shares of Rs.10 each at an issue price of Rs 137 per share cons1s11ng of fresh issue of 14.598.540 equtty shares aggregaung to Rs 20.000 00 Lakhs The equity shares of the Company were listed on BSE Limited ("BSE") and Nauonal Stock Exchange of India L1m1ted ("NSE") mth effect from Apnl 11. 2022 Accordingly. the above Statement of Financiai Results for the Quaner and year ended March 31. 2023 arc drawn up in accordance with the Listing requirements

In terms ofRegulauon 33 of the SEBI (Listing Obligattons and Disclosure Requirements) 2015. as amended. the above Standalone and Consolidated Financial Results of the Company has been reviewed by the Audit Comminee and approved by the Board o Directors at their mt-cung held on May 29. 2023.The statutol') auduors of the Company have expressed an unmodified opimon on the financial results for the }Car ended March 31. 2023 and �ave issued an unmodified conclusion in respect of the limited review for the quancr ended March 31. 2023.

• The figures for the quaner ended March 31. 2023 are the balancing figures between audited figures of the full financial year a11d the published )Car to date figures upto December 31. 2022. l'h1ch were subjected to limued review

The Standalone and Consolidated financial results for the quaner ended March 31. 202�. included in the financial results have not been suhJect to an audit or review b� our statutory auditors llo\ever. the management has exercised necessar[y ] due diligence to ensure that the financial results provide a true and fair view of the Company's affairs

3 The abo,e Statement has been prepared m accordance "ith the Indian Accountmg Standards (Ind AS) prescribed under Sec110n 133 of the Companies Act 2013. as amended. read with relevant rules thereunder ana m terms of Regulation 33 of the SEBI (L1stmg Obligauons and Disclosure Requirements) 2015, as amended

• 4 The Consolidated bnanc1al results of the Compan) compnsmg of Company and ns subs1d1anes (together "the group") mdudes the results of the follO\, mg en111ies

results of the follO\, mgen111ies
Company	kelationship	% Holding as at March 31, 2023
Veranda Race LearningSolutions Private Limited	Subs1d1ar	100.00%
Veranda XL LearningSolu11on� Pnvate Limited	Subsidiarv	100O°o
Veranda IAS LcarnmgSolution� Private L1m1ted	�ubsidian	10�.
Bram4cc Educauon Solutions Pnvate Li11111ed	Subsidiarv	10.00'.
Veranda LearnmgSolutions Nonh Amenca.Inc(From May11.2022)	Subs1d1ar	100.00%
Veranda Management Learing Solutions Pnvate L1m11ed (From September 01. 2022)	Suhs1d1ary	100 OO°o
Veranda Admmistrattve Leaming Solutions Private Limued (From Septembr 15. 2022)	Subs1d1ary	10 OO°o
J K Shah Education Private Limned (From November 01. 2022) (Refer note 10)	Step-down Suhs1diary	7600%

The Group operates 1n only one segment. \IZ. Educauon business

• 6 The sub,;1d1a� compames have mcurred losses in the current year and the net wonh has eroded as at March 31. 2023 The Company has been providing financial suppon to these entllies to meet ns financial obligauons. as and when rJqutred m the form of loans. \h1ch arc recoverable on demand from these subs1d1anes. The Company has earned out an impairment assessment and noted that the present value of future cash no" s ,viii exceed the carrying value of 11s investments and loans 1n these subsidiarie� as at March 3 l.

• which involves s1gmfican1 estimates & judgements made by the management Considc:ing that the subsidiaries arc m the mitial �cars of the,r comn,erc1al opcrauon and also cons1denng the future busmess plans of these companies. the management 1s of the opmion that these amounts are considered good and full) reco,erahle.

• 7 Durmg the quaner ended March 31. 2023. No stock options were granted to employees The total outstandmi; stock options as at March 31. 2013 arc 5.03.345 (5.07.573 as at December 31. 2022)

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Veranda Learning Solutions Limited (formerly known as Veranda Learning Solutions Private Limited) Registered Office: Old No 54, New No 34, Thirumalai Pillai Road, T. agar, Chennai • 600017 CIN: L749 9 TN2018PLCI 25880

Tel: 044-42967777; E-mail: anantharamakrishnan.m@verandalearnin .com, Website: www.verandalearnin .com

8 The details of utilizauon of IPO proceeds• Rs 18.291.43 Lakhs (net of share of lPO expenses of Rs. I. 708 57 Lakhs) are as follows:

(Rs. In Lakhs) Unutilized As per Utilized up lo amount as al Particulars March 31, March 31, prospectus 2023 2023 Repayment or pre-payment. in pan or full of all or cenain of our 6.000.00 6.000.00 . borrowings Repayment of a bndge loan availed specifically for the purpose 2.518 90 2.518.90 of discharge of acqu1s11ion consideration of Edureka Growth initiatives 5.000.00 5,000.00 . General corporate purpose 4,772.53 4.772_53_ . Total 18 291.43 18 291.43 .	(Rs. In Lakhs) Unutilized As per Utilized up lo amount as al Particulars March 31, March 31, prospectus 2023 2023 Repayment or pre-payment. in pan or full of all or cenain of our 6.000.00 6.000.00 . borrowings Repayment of a bndge loan availed specifically for the purpose 2.518 90 2.518.90 of discharge of acqu1s11ion consideration of Edureka Growth initiatives 5.000.00 5,000.00 . General corporate purpose 4,772.53 4.772_53_ . Total 18 291.43 18 291.43 .	(Rs. In Lakhs) Unutilized As per Utilized up lo amount as al Particulars March 31, March 31, prospectus 2023 2023 Repayment or pre-payment. in pan or full of all or cenain of our 6.000.00 6.000.00 . borrowings Repayment of a bndge loan availed specifically for the purpose 2.518 90 2.518.90 of discharge of acqu1s11ion consideration of Edureka Growth initiatives 5.000.00 5,000.00 . General corporate purpose 4,772.53 4.772_53_ . Total 18 291.43 18 291.43 .
	As per prospectus ain of our 6.000.00 e purpose 2.518 90 5.000.00 4,772.53 18 291.43	Unutilized Utilized up lo amount as al March 31, March 31, 2023 2023 6.000.00 . 2.518.90 5,000.00 . 4.772_53_ . 18 291.43 .

9 During the year. the Company has issued and allotted 57.96.532 Equity Shares of Rs.10 each at Rs.307/- per share for a total cons1dera11on of Rs 17.795.35 Lakhs on a private placement basis to non promoters Also the Company has issued 20.00,000 Share Warrants to Promoters for upfront consideration of Rs. 1.535 Lakhs being 25% of the total consideration of Rs 6.140 Lakhs. Each warrant is convertible into I equny share of the Company within 18 months from the date of allotment.

10 Pursuant to Share purchase agreement dated October 31. 2022. Veranda XL Leaming Solutions Pnvate Limited (wholly owned Subsidiary of the Company) acquired 20.57,01 I shares from existing shareholders of J.K Shah Education Private Limited ('investee· or 'JKSEPL') for a total consideration of Rs.26.642.56 Lakhs constituting 63.14% of total equity shares of the investee. Consequent to this acquisition. JKSEPL has become step-down subsidiary of the Company.

During the quarter ended March 31. 2023. Veranda XL Leaming Solutions Private Limited (wholly owned Subsidiary of the Company) further acquired 12.56.728 equity shares from existing shareholders of J.K Shah Education Private Limited rinvestee' or "JKSEPL'l for an add111onal consideration of Rs. 7.139.13 Lakhs. Consequent to this. Veranda XL Leaming Solutions Private Limited (wholly owned Subsidiary of the Company) holds 76% of the total equity shares of the investee.

Further. as per the aforesaid Share purchase agreement, Veranda XL Leaming Solutions Private Limited has an unconditional obligation to purchase balance 24% of the equity share capital (23.45,609 equity shares) of JKSEPL within 3 years from the date o share purchase agreement i.e. October 31 2025. Accordingly. the non controlling interest (NCI) of 24%. meets the definition o financial hab1l11y as per Ind AS 32 and has been recognized as ··deferred consideration obligation" by discounting the estimated future cash flows at 1heir present values with a corresponding debit to goodwill on acquisition of JKSEPL.

11 During the quarter ended March 31. 2023. Veranda Race Leaming Solutions Private Limited ("Wholly-owned Subsidiary") ("Transferee Company") has entered into a Business Transfer Agreement ("BTA") on January 31, 2023 with Chennai Race Coaching Institute Private Limited c··Transferor Company"), for the acquisition of the Business of the Transferor Company as a going concern for a consideration of Rs 1.175 Lakhs.

12 Other income for the year ended March 31.2023 includes Rs. 3.212.71 Lakhs (for the quarter ended March 31. 2023 - Rs Nil), on account of extinguishment of financial liability of 32.12. 705 4% Non-Convertible Debentures (NCDs) of face value of Rs I 00 each issued to Mr Kapil Tyagi. in accordance with Indian Accounting Standard I 09 • Financial Instruments. arising out of the forfeiture o NCDs. consequent to his resignation from the services of the Company and non-confonnance of the stipulated service conditions Consequent to the above. interest accrued on NCDs which are no longer payable aggregating to Rs.134.00 Lakhs (for the period April 01. 2022 to September 30. 2022 amounting to Rs. 64.64 Lakhs and interest accrued upto March 31, 2022 amounting to Rs.69.36 Lakhs) has been credited to the finance costs for the year.

13 Other Operating Expenses include costs incurred by the Group in rela11on 10 identifying and engaging with potential acquisition targets amounting to Rs 562.55 Lakhs and Rs 2,312.68 Lakhs for the quarter ended March 31. 2023 and year ended March 31. 2023 respectively

14 Veranda Race Leaming Solutions Private Limited ('VRLSPL') (wholly owned subsidiary) had granted Restricted Stock Units ('RSUs') to one of Its employees in December 2020 with a service condition that the employee shall remain in employment with VRLSPL till December 31. 2027 During ihe year. the said employee has resigned from the services of VRLSPL and the service condition related to RS Us is not satisfied thereby resulting m forfeiture in accordance with Indian Accounting Standard I 02 • Share-Based Payment. Consequent to the above. compensation costs aggregating 10 Rs. I.121.06 Lakhs (for the period April O I, 2022 to September 30. 2022 amounting to Rs.335.77 Lakhs and compensation cost accrued upto March 31, 2022 amounting to Rs.785.29 Lakhs) has been adJustcd 10 the Employee Benefit Expenses during the year.

15 Subsequent to the year end. the Veranda Administrative Learning Solutions Private Limited ("VALSPL"J, a wholly owned subsidiary of the Company. signed a definitive agreements/binding tenn sheets dated May 22, 2023 to acquire 100% share holding and control o Six Phrase Edutech Pnvatc Limited. Neyyar Academy Private Limited, Ncyyar Education Private Limited. Educare Infrastructure Services Pnvate Limited. Phire Learning Solutions Private Limited, SmartBridgc Educational Services Private Limited, Bassure Solutions Private Limited.

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Veranda Ltarning Solutions Limited (formerly known as Veranda Learning Solutions Private Limited) Registered Office: Old o 54, ew No 34, Thirumalai Pillai Road. T. Nagar. Chennai - 600017 Cl�: L74999T '2018PLCl25880 Tel: OJ4-4?967777: t.-mail: anantharamakrishnan.m a •erandalearnin .com. Website: www.vcrandaleamin .com 16 Board of D1rec1ors Veranda XL Leaming Solutions Pnva1e Limi1ed r·Subs1d1ary" or "Veranda XL" 1 in 11s meeung dared January 17, 2023 has appro,ed merger o' Veranda XL Learning Solu11ons Priva1e L1m11cd (Veranda XL} and J K Shah l:duca1ion Pnva1e L1mi1ed (Step Down Subs1d1ary) Subsequent to �ear end. applicauon for merger has been filed by Veranda XL with Nauonal Company Law Tribunal for approval 17 Figures ofrhe prev10us pcnods. \herever necessary. have been regrouped/ reclassified 10 confonn 10 the current penods' presentauon For and on behalf of Board of Directors -= ­ Kalpalhi S Su'iresli.-bccu11w Director cum Chairman DIN 00526480 Place : Ch(·nnai Date : May 29. 2023

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V randa ci

Veranda Learning Solutions Limited

(formerly Veranda Learning Solutions Private Limited) (formerly Andromeda Edutech Private Limited)

Annexure-A

DECLARATION

In terms of Regulation 33(3) (d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No.CIR/CFD/CNID/56/2016 dated May 27, 2016, I hereby declare that M/s. Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company have submitted the Audit Report (Standalone & Consolidated) with unmodified opinion on the financial results of the Company for the period ended on March 31, 2023.

For Veranda Learning Solutions Limited scµ.9-J� Sa,a�� Govlndarajaa Chief Financial Officer

Place Chennai Date :29.05.2023

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181 contact@verandalearning.com @ www.verandalearning.com

• +9144 4296 7777

(el 34, Thirumalai Road, T Nagar, Chennai, Tamil Nadu 600 017 ��lB Cl[:tJFf14g f k�cerjgf�w