Veranda
Veranda Learning Solutions Limited
May 30, 2026

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

Dear Sir/Madam,

Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

In continuation of our letter dated May 30, 2026, intimating the Audited Consolidated and Standalone Financial Results of Veranda Learning Solutions Limited (the “Company”) for the quarter and year ended March 31, 2026, we wish to inform you that the Board of Directors of the Company, at its meeting held today, i.e., May 30, 2026, has inter alia considered and approved the following matters:

Appointment of Statutory Auditors

Based on the recommendation of the Audit Committee, the Board of Directors, subject to approval of the Members, has approved the appointment of Suresh Surana & Associates LLP, Chartered Accountants (Firm Registration No. 121750W/W100010) as the Statutory Auditors of the Company, in place of Deloitte Haskins & Sells, consequent to the completion of their term of five consecutive years, in accordance with the applicable provisions of the Companies Act, 2013.

The appointment shall be effective from the conclusion of the 8th Annual General Meeting (“AGM”) and shall continue for a term of five consecutive years, up to the conclusion of the 13th AGM, subject to approval of the Members and any other regulatory or statutory approvals, as may be applicable under the prevailing laws.

Transfer of Senior Management Personnel

The Board of Directors has approved the transfer of Mr. Aditya Malik, Chief Operating Officer of the Company, to SNVA Veranda Limited, an associate company, in view of the growing business requirements and strategic focus on the vocational education vertical under SNVA Veranda Limited.

Consequent to the aforesaid transfer, Mr. Aditya Malik shall cease to be the Chief Operating Officer and Senior Management Personnel of the Company with effect from May 31, 2026.

Re-appointment of Mr. Kalpathi S Suresh as Chairman & Managing Director

Based on the recommendations of the Nomination and Remuneration Committee and subject to the approval of Members of the Company, the Board of Directors have approved the re-appointment of Mr. Kalpathi S Suresh (DIN: 00526480) as the Chairman & Managing Director of the Company for a period of 3 years commencing from October 28, 2026

The details required under Regulation 30 of the Listing Regulations, read with SEBI Circular No. HO/49/14/14(7)2025-CFDPOD2/I/3762/2026 dated January 30, 2026, are enclosed as Annexure A (Auditor Appointment), Annexure B (SMP Transfer) and Annexure C (Re-appointment as Chairman & Managing Director) respectively.

Veranda Learning Solutions Limited
G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai - 600 035
CIN: L74999TN2018PLC125880 Email- [email protected]
www.verandalearning.com Ph: +91 44 4690 1007

Veranda
Veranda Learning Solutions Limited

The Board Meeting Commenced at 9.30 A.M. (IST) and concluded at 11.30 A.M. (IST).

The aforesaid information is also hosted on the website of the Company viz. https://www.verandalearning.com/web/index.php/board-meetings

Thanks & Regards,
For Veranda Learning Solutions Limited

S
BALASUNDHARAM
Digitally signed by S
BALASUNDHARAM
Date:2020.05.20 13:53:24 +05'30'

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

Veranda
Veranda Learning Solutions Limited

Annexure A

Particulars	Details
reason for change viz. appointment, re-appointment, resignation, removal, death or otherwise	On the recommendation of the Audit Committee, the Board of Directors of the Company subject to the approval of the shareholders has approved the appointment of Suresh Surana & Associates LLP, Chartered Accountants (Firm Registration No. 121750W/W100010), as the Statutory Auditors of the Company, in place of Deloitte Haskins & Sells, consequent to the completion of their term of five consecutive years, in accordance with the applicable provisions of the Companies Act, 2013
date of appointment/re-appointment/cessation (as applicable) & term of appointment/re-appointment	On the recommendation of the Audit Committee, the Board of Directors, at their meeting held on May 30, 2026, approved the appointment of Suresh Surana & Associates LLP, Chartered Accountants (FRN: 121750W/W100010), as Statutory Auditors of the Company, subject to the approval of the shareholders at the ensuing 8^{th} Annual General Meeting
brief profile (in case of appointment);	Suresh Surana & Associates LLP is an Indian limited liability partnership firm registered with the Institute of Chartered Accountants of India (ICAI) having offices across 14 key cities in India. The audit firm has a valid peer review certificate. The Firm primarily provides audit and assurance services, tax and advisory services, to its clients. The Firm's Audit and Assurance practice has significant experience across various industries, markets and geographies.
disclosure of relationships between directors (in case of appointment of a director).	Not Applicable

Veranda
Veranda Learning Solutions Limited

Annexure B

Particulars	Details
reason for change viz. appointment, re-appointment, resignation, removal, death or otherwise	Ceased to be Chief Operating Officer pursuant to transfer to SNVA Veranda Limited, an associate company, in view of business requirements and the strategic focus on the vocational education vertical under SNVA Veranda Limited.
date of appointment/re-appointment/cessation (as applicable) & term of appointment/re-appointment	May 31, 2026
brief profile (in case of appointment);	Not Applicable
disclosure of relationships between directors (in case of appointment of a director).	Not Applicable

Veranda
Veranda Learning Solutions Limited

Annexure C

Particulars	Details
reason for change viz. appointment, re-appointment, resignation, removal, death or otherwise	Re-appointment of Mr. Kalpathi S Suresh (DIN: 00526480) as Chairman & Managing Director of the Company, subject to the approval of the Members of the Company.
date of appointment/re-appointment/cessation (as applicable) & term of appointment/re-appointment	Re-appointment for a further period of 3 years commencing from October 28, 2026
brief profile	Mr. Kalpathi S Suresh holds a Bachelor of Technology degree in electrical engineering from Indian Institute of Technology, Madras and a Master of Science degree in electrical engineering from Clemson University. He is currently associated with AGS Entertainment Private Limited since 2003 and AGS Entertainment Network Private Limited since 2008, in the capacity of Director. He has been associated with our Company since October 28, 2021. He has over two decades of experience in business strategy and management. He looks after various functions in our Company while focusing on pursuing strategic business opportunities.
disclosure of relationships between directors (in case of appointment of a director).	Related to Mr. Kalpathi S. Aghoram (Brother), Mr. Kalpathi S. Ganesh (Brother) and Ms. Kalpathi A Archana (Niece), Non-Executive Directors of the Company.
Information as required under BSE circular Number LIST/COM/14/2018-19 and NSE circular no. NSE/CML/2018/24 dated June 20, 2018	Mr. Kalpathi S Suresh is not debarred from holding the office of Director pursuant to any SEBI Order or Order of any such authority

AI assistant

Veranda Learning Solutions Limited Board/Management Information 2026

59607_rns_2026-05-30_c5574696-d5c7-4f01-a987-03008d17d5c8.pdf

Annexure A

Annexure B

Annexure C

AI assistant

Veranda Learning Solutions Limited — Board/Management Information 2026

59607_rns_2026-05-30_c5574696-d5c7-4f01-a987-03008d17d5c8.pdf

Annexure A

Annexure B

Annexure C

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Veranda Learning Solutions Limited Board/Management Information 2026