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Veranda Learning Solutions Limited Board/Management Information 2024

Oct 15, 2024

59607_rns_2024-10-15_256d82d8-50bf-408d-bc74-5b4970d6298c.pdf

Board/Management Information

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Veranda Learning Solutions Limited

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15[th] October 2024

To,
The Secretary
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai – 400 001
Scrip Code: 543514		 To,
The Manager,
Listing Department,
National Stock Exchange of India Limited
Exchange Plaza, C-1, G Block, Bandra Kurla
Complex, Bandra (East), Mumbai – 400 051
Scrip Symbol: VERANDA

Dear Sir/Madam,

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- Intimation regarding Appointment of Non-Executive Non-Independent Director, Non-Executive Independent Directors, re-appointment of Non-Executive Independent Directors and Intimation of completion of tenure of Independent Director of the Company

Pursuant to Regulation 30 read with Schedule III, Part A, Para A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that, based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors of the Company approved the appointment of :-

  • Prof. Jitendra Kantilal Shah, as an Additional Non-Executive Non-Independent Director.

  • • Prof. Ashok Misra and Ms. N. Alamelu as an Additional Non-Executive Independent Directors of the Company for a term of five consecutive years.

Further, the Board based on the recommendation of the NRC, approved the re-appointment of the existing Independent Directors, Mr. S. Lakshminarayanan, Mrs. Revathi S. Raghunathan, and Mr. P. B. Srinivasan, as Non-Executive Independent Directors for a second term of five years, subject to the approval of the shareholders in the ensuing General meeting.

We would like to inform you that Mr. K.Ullas Kamath, will be completing the first term of Independent Director on 28th October 2024. Considering his other commitments, he has expressed not to seek re-appointment for a second term, as an Independent Director of the Company. As a result, he will cease to be a Non-Executive Independent Director of the Company, upon completion of his first term of appointment i.e 28th October 2024 and as a member of the Committees, wherever appointed.

The details as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No: SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023 are mentioned in Annexure -1, Annexure-2 & Annexure -3

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[email protected] www.verandalearning.com +91 44 4296 7777

CIN: L74999TN2018PLC125880

G.R. Complex First floor No.807-808, Anna Salai, Nandanam,

Chennai -600 035

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Veranda Learning Solutions Limited

This information will as well be hosted on the Company’s website at https://www.verandalearning.com/web/index.php/stock-exchange-intimations

Kindly take the same on record and display on the website of your exchange.

Thanks & Regards For Veranda Learning Solutions Limited

SWAMINADHAN Digitally signed by SWAMINADHAN BALASUNDHAR BALASUNDHARAM AM Date: 2024.10.15 17:06:05 +05'30'

S Balasundharam Company Secretary & Compliance Officer M. No: ACS-11114

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[email protected] www.verandalearning.com +91 44 4296 7777

G.R. Complex First floor No.807-808, Anna Salai, Nandanam,

Chennai -600 035

CIN: L74999TN2018PLC125880

Veranda Learning Solutions Limited

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**Annexure-1 **
S. No Disclosure Requirements Particulars
1 Reason
for
Change
viz
Appointment		 Appointment of: -
1. Prof. Jitendra Kantilal Shah, (DIN:
01795017) as an Additional Non-
Executive Non-Independent Director of
the Company.
2. Prof. Ashok Misra, (DIN: 00006051) as
an
Additional
Non-Executive
Independent Director and
3. Ms. N. Alamelu, (DIN: 07921583) as an
Additional Non-Executive Independent
Director of the Company.
2 Date of Appointment Witheffectfrom 15thOctober 2024
3 Brief Profile (in case of
Appointment)		 Prof. Jitendra Kantilal Shah:
Prof. Jitendra Kantilal Shah, the founder of JK Shah
Classes, has been a pioneering force in the field of
education for over 40 years. His institution, JK Shah
Classes, has successfully coached aspirants for CA,
CS, CMA, and CFA qualifications, shaping the careers
of thousands of professionals across India. He is a
Fellow Member of the Institute of Chartered
Accountants of India with over 38 years of proven
industry experience
Prof. Ashok Misra
Prof. Ashok Misra, brings a unique blend of
academic and industry expertise to Veranda’s
board. A former Director of IIT Bombay, Prof. Misra
currently serves as a Distinguished Professor at the
Indian Institute of Science (IISc), Bengaluru.
Throughout his distinguished career, he has served
on the boards of several prestigious institutions,
including IIT Roorkee, IIT Delhi among others. In
addition to his contributions to academia, Prof.
Misra has held board positions in leading industries,
including Reliance Industries Limited, National
Thermal Power Corporation (NTPC), and continues
to be on the board of Kirloskar Electric His dual
experience in academia and industry positions him
as a pivotal figureinguiding Veranda’sfuture.
Ms. N. Alamelu
She is a Fellow member of the Institute of Chartered
Accountants of India, an Associate Cost and

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[email protected] www.verandalearning.com +91 44 4296 7777

CIN: L74999TN2018PLC125880

G.R. Complex First floor No.807-808, Anna Salai, Nandanam,

Chennai -600 035

Veranda Learning Solutions Limited

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Management Accountant , and an Associate
Company Secretary. She has wide experience in the
field of Accounts, Finance, Audit and other
functional areas of accounting. Additionally, she
holds
certification in
International
Financial
Reporting Standards(IFRS) from ACCA Global, UK
and holds a Post Graduate Diploma in International
Business. She is also a Registered Valuer for Assets
class Securities /Financial Assets and a Registered
GST Practitioner.
4 Disclosure of relationships
between directors (in case of
appointment of a director).		 1. Prof. Jitendra Kantilal Shah
2. Prof. Ashok Misra and
3. Ms. N. Alamelu
are not related to any Directors of the company as
defined under Section 2(77) of the Companies Act,
2013.
5 Information
as
required
pursuant to BSE circular ref
no. LIST/ COMP/ 14/ 2018-
19 and the National Stock
Exchange of India Limited
with
ref
no.
NSE/CML/2018/24,
dated
June 20, 2018		 Prof. Jitendra Kantilal Shah, Prof. Ashok Misra, and
Ms. N. Alamelu, are not debarred from holding the
office of director pursuant to any SEBI order or any
other statutory authority.

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[email protected] www.verandalearning.com +91 44 4296 7777

G.R. Complex First floor No.807-808, Anna Salai, Nandanam, Chennai -600 035

CIN: L74999TN2018PLC125880

Veranda Learning Solutions Limited

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**Annexure-2 **
S. No Disclosure
Requirements		 Particulars
1 Reason
for
Change viz Re-
appointment		 Re-appointment of existing Non- Executive Independent
Directors of the Company.
2 Date
of
Re-
Appointment		 Mr. S. Lakshminarayanan, Mrs. Revathi S Raghunathan and Mr. P.
B. Srinivasan, re-appointed as Non- Executive Independent
Directors of the Company for a term of 5 (Five) Consecutive years,
subject to the approval of the members at the ensuing general
meeting .This will be their second term.
3 Brief Profile (in
case
of
Re-
appointment)		 Mr. S. Lakshminarayanan:
He holds a bachelor’s degree in commerce from the University of
Madras. He is a fellow member of the Institute of Chartered
Accountants of India, associate Member of the Institute of
Company Secretaries of India and a qualified Cost and
Management accountant from the Institute of Cost and Works
Accountants of India. He is also a Registered Valuer in Securities
or Financial Assets, Certified Social Auditor and has done various
certificate courses in Forensic Accounting and Fraud Detection,
BRSR, Carbon Markets, Green House Gas (GHG) Accounting, and
Sustainable Finance, among others. He held very senior positions
in the industry, including CFO of a leading IT Education and
Software Services firm and Director - Finance of leading Facility
Management Services Company. He has over three decades of
hands on experience in various industries and handled various
assignments in finance, accounting, audit, corporate taxation and
company secretarial matters, including issue management, credit
rating and resource mobilization.
Mrs. Revathi S. Raghunathan:
She is a fellow member of the Institute of Chartered Accountants
of India. She is also an Insolvency Professional registered with the
Insolvency and Bankruptcy Board of India. She has also obtained
a Certificate for a course on Forensic Accounting and Fraud
Detection from the Institute of Chartered Accountants of India.
She is also a Certified Information Systems Auditor registered as
a member of the Information systems and Audit Control
Association. She is also a member of the Institute of Directors.
Mr. P.B.Srinivasan :
He is a fellow member of the Institute of Chartered Accountants
of India. He holds a bachelor’s degree in commerce from A. M. Jain
College, Chennai. Presently, he is a partner at P. B. Vijayaraghavan
& Co. For the last 20 years he has been in charge of audit of listed
companies and public sector companies, Banks and also non-
profit organizations of large magnitude. He had been a member of
the Study Group of Professional Development Committee of SIRC

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[email protected] www.verandalearning.com +91 44 4296 7777

G.R. Complex First floor No.807-808, Anna Salai, Nandanam,

Chennai -600 035

CIN: L74999TN2018PLC125880

Veranda Learning Solutions Limited

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of ICAI for the Study Circle series ‘Branch Audit of Banks – An
Approach’ and was a co-opted member of the Information
Technology Committee of the ICAI. Additionally, he was a co-
opted member of the Society of Auditors, a premier and the India’s
first professional body for Chartered Accountants.
4 Disclosure
of
relationships
between
directors (in case
of
Re-
appointment of a
**director). **		 Mr. S. Lakshminarayanan, Mrs. Revathi S. Raghunathan and Mr.
P.B. Srinivasan, are not related to any Directors of the company as
defined under Section 2(77) of the Companies Act, 2013
5 Information
as
required
pursuant to BSE
circular ref no.
LIST/ COMP/ 14/
2018-19 and the
National
Stock
Exchange of India
Limited with ref
no.
NSE/CML/2018/
24, dated June 20,
2018		 Mr. S. Lakshminarayanan, Mrs. Revathi S. Raghunathan and Mr. P.
B. Srinivasan, are not debarred from holding the office of director
pursuant to any SEBI order or any other statutory authority.

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[email protected] www.verandalearning.com +91 44 4296 7777

G.R. Complex First floor No.807-808, Anna Salai, Nandanam, Chennai -600 035

CIN: L74999TN2018PLC125880

Veranda Learning Solutions Limited

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**Annexure-3 **
S. No Disclosure Requirements Particulars
1 Reason
for
change
viz.,
appointment, re- appointment,
resignation,
removal,
death,
cessation or otherwise		 Cessation of Mr. K. Ullas Kamath, (DIN:
00506681) as a Non- Executive Independent
Director of the Company and as a member of
the Committees, wherever appointed with
effect from 28thOctober, 2024 due to
completion of his first term of 3(Three) years.
2 Date
of
/cessation
(as
applicable);		 28thOctober, 2024.
3 Brief
Profile
(in
case
of
Appointment)		 Not Applicable
4 Disclosure
of
relationships
between directors (in case of Re-
appointment of a director).		 Not applicable

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[email protected] www.verandalearning.com +91 44 4296 7777

G.R. Complex First floor No.807-808, Anna Salai, Nandanam, Chennai -600 035

CIN: L74999TN2018PLC125880

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