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Veranda Learning Solutions Limited — Interim / Quarterly Report 2025
Feb 13, 2025
59607_rns_2025-02-13_8d9f84da-f780-4cb2-a8b3-3a0cabb76e3d.pdf
Interim / Quarterly Report
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Veranda Learning Solutions Limited
February 13, 2025
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: Outcome of the Board Meeting of Veranda Learning Solutions Limited under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Pursuant to Regulation 30 read with Para A, Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company at its meeting held today, i.e. Thursday, February 13, 2025, has approved/taken on record the following items.
a) Unaudited standalone and consolidated financial results of the Company for the quarter and Nine Month ended December 31,2024.
b) Limited Review Report issued by Statutory Auditors in respect of Un-Audited Financial Results (Standalone & Consolidated) of the Company for the quarter and Nine Month ended December 31,2024.
A copy of Financial Results and the Limited review report issued by the Statutory Auditors are enclosed. The Board Meeting Commenced at 3:05 P.M. and concluded at 4.15 P.M.
Kindly take the same on record and display the same on the website of your exchange. This information will also be available on the Company's website at - https://www.verandalearning.com/web/index.php/board meetings
Thanking you, For Veranda Learning Solutions Limited
SWAMINADHAN Digitally signed by SWAMINADHAN BALASUNDHARAM BALASUNDHARAM Date: 2025.02.13 16:35:16 +05'30' S Balasundharam Company Secretary & Compliance Officer M. No: ACS-11114
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[email protected] www.verandalearning.com
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++91 44 4690 1007
G.R. Complex First floor No.807-808, Anna Salai, Nandanam, Chennai -600 035
CIN: L74999TN2018PLC125880
Deloitte Haskins & Sells
Chartered Accountants ASV N Ramana Tower 52, Venkatnarayana Road T. Nagar Chennai - 600 017 Tamil Nadu, India Tel: +91 44 6688 5000 Fax: +91 44 6688 5050
INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS
TO THE BOARD OF DIRECTORS OF VERANDA LEARNING SOLUTIONS LIMITED
-
We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of Veranda Learning Solutions Limited (the "Parent") and its subsidiaries (the Parent and its s·ubsidiaries together referred to as the "Group"), for the quarter and nine months ended December 31, 2024 (the "Statement") being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"),
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This Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
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We conducted our review of the Statement 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 Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists of making inquiries, primarily of Parent'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 Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 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.
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.
- The Statement includes the results of the following entities:
Parent Company
Veranda Learning Solutions Limited
Subsidiary Companies
-
(a) Veranda Race Learning Solutions Private Limited, India
-
(b) Veranda XL Learning Solutions Private Limited, India
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(c) Veranda IAS Learning Solutions Private Limited, India
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(d) Brain4ce Education Solutions Private Limited, India
-
(e) Veranda Learning Solutions North America, Inc., State of Delaware, USA
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(f) Veranda Administrative Learning Solutions Private Limited, India
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(g) Veranda Management Leaming Solutions Private Limited, India
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Deloitte Haskins & Sells
Step-down Subsidiaries
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(h) Sreedhar CCE Learning Solutions Private Limited, India (Subsidiary of (a) above)
-
(i) BAssure Solutions Private Limited, India (Subsidiary of (f) above)
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(j) Veranda K-12 Learning Solutions Private Limited, India (Subsidiary of (f) above)
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(k) Neyyar Academy Private Limited, India (Subsidiary of (f) above)
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(I) Neyyar Education Private Limited, India (Subsidiary of (f) above)
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(m) Phire Learning Solutions Private Limited, India (Subsidiary of (f) above)
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(n) Six Phrase Edutech Private Limited, India (Subsidiary of (f) above)
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(o) Talentely Innovative Solutions Private Limited (Subsidiary of (n) above) (p) Tapasya Educational Institutions Private Limited (Subsidiary of (b) above)
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Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of the other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard 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.
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We did not review the financial results of six subsidiaries included in the unaudited consolidated financial results, whose interim financial results reflect total revenues of Rs. 585.44 Lakhs and Rs. 3,207.96 Lakhs for the quarter and nine months ended December 31, 2024 respectively, total net loss after tax of Rs. 1,942.75 Lakhs and Rs. 1,408.57 Lakhs for the quarter and nine months ended December 31, 2024 respectively and total comprehensive loss of Rs. 1,942.75 Lakhs and Rs. 1,408.57 Lakhs for the quarter and nine months ended December 31, 2024 respectively, as considered in the Statement. These interim financial results have been reviewed by other auditors whose reports have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.
Our conclusion on the Statement is not modified in respect of these matters.
For Deloitte Haskins &. Sells Chartered Accountants (Firm's Registration No: 008072S)
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Krishna Prakash E Partner (Membership No. 216015) UDIN: 25216015BMOAUE1303
Place: Chennai Date: February 13, 2025
Veranda Leaming Solutions Limited Registered Office: G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai - 600035 CIN: L74999TN2018PLCl25880
Tel: 044-46901007; E-mail: [email protected], Website: www.verandalearning.com
STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RES UL TS FOR THE QUARTER AND N INE MONTHS ENDED DECEMBER 31, 2024
| /Rs, InLakhs) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| For | the QuarterEnded | For the Nine Months Ended | Year Ended | ||||||
| SI. No |
Particulars | December 31, 2024 |
September30, 2024 |
December 3I, 2023 |
December 31, 2024 |
December 3I, 2023 |
March 31, 2024 |
||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Audited) | ||||
| I | Income: | ||||||||
| Revenue from operations | 9,914.71 | 13,862.06 | 9,184.33 | 35,675.46 | 25,9 I 1.75 | 36,173.06 | |||
| Other income /Refer note 8) | (77.08) | 182.55 | 351.44 | 848.83 | 699.19 | 828.68 | |||
| Total Income | 9,837.63 | 14,044.61 | 9,535.77 | 36,524.29 | 26,610.94 | 37,001.74 | |||
| 2 | Expenses: | ||||||||
| Cost of materials consumed | 0.44 | 3.18 | 1.98 | 3.90 | 6.57 | 7.94 | |||
| Purchase of stock - in • trade | I 14.98 | 327.69 | 149.01 | 600.79 | 479.37 | 701.74 | |||
| Changes in inventories of stock - in - trade | 59.87 | (106.84) | 21 .33 | 3.03 | 51.21 | (21.99) | |||
| Employee benefits expense | 3,191.03 | 2,934.21 | 2,221.88 | 8,803.17 | 6,185.19 | 8,183.14 | |||
| Advertisement and business promotion expenses | 1,404.84 | 1,582.87 | 1,062.45 | 4,592.98 | 3,536.06 | 4,867.32 | |||
| Other oneratine expenses (Refer note JO| | 8 406.52 | 6 263.18 | 4 360.49 | 20,059.39 | 12,395.22 | 17,034.94 | |||
| Total Exnenses | 13,177.68 | 11,004.29 | 7,817.14 | 34,063.26 | 22,653.62 | 30,773.09 | |||
| 3 | EarningsI(Loss)Before Finance Costs,Tax, Depreciation and Amortisation Expense(I •2) |
(3,340.05) | 3,040.32 | 1,718.63 | 2,461.03 | 3,957.32 | 6,228.65 | ||
| 4 | Finance costs | 3,320.06 | 3,322.97 | 1,991.09 | 9,635.26 | 3,866.79 | 7,817.27 | ||
| 5 | Depreciation and amortisation expense (Refer Note 9) | 13,954.31 | 2,422.07 | 1,769.92 | 18,609.79 | 4,282.0 I | 6,537.22 | ||
| 6 | Loss Before Tax 13 - 4 - S) | (20,614.42) | (2,704.72) | (2,042.38) | (25,784.02) | (4,191.48) | (8,125.84) | ||
| 7 | Tax Expenses | ||||||||
| Current tax | 330.23 | 493.68 | 103.19 | 938.69 | 289.71 | 228.25 | |||
| Deferred tax | (650.84) | (161.91 | 1474.30) | (877.42) | (724.19 | (742.92) | |||
| Total Tax Expenses | (320.61 | 331.77 | 1371.11) | 61.27 | 1434.481 | (514.67) | |||
| 8 | Loss After Tax 16 - 7) | (20,293.8] | (3,036.49 | (],671.27 | (25,845.29 | 13,757.00) | (7,611.17) | ||
| 9 | Other Comprehensive Income/ (Loss) | ||||||||
| (i) Items that will not be reclassified to Statement ot Profit or Loss |
|||||||||
| a) Remeasurement of defined benefit plan | (0.85) | ( 12.28) | 2.84 | (7.13) | 28.63 | 42.60 | |||
| b) Fair valuation gain/(loss) on investment in equity instruments through other comprehensive income |
(33.46) | (33.46) | 370. 93 | ||||||
| c) Income tax relating to items that will not be to profit or loss in subsequent period |
reclassified | 0.24 | 1.70 | (0.73) | 1.23 | (7.41) | (3.3 I) | ||
| (ii) Items that will be subsequentlyreclassified to | |||||||||
| Statement of Profitor Loss | |||||||||
| a)Exchange differenceson translation operations |
offoreign | (21.12) | (3.91) | (0.66) | (25.64) | (9.4 I) | ( I 2.23) | ||
| Total Other Comprehensive Income/ (Loss) | (21.73) | (47.9S) | 1.45 | (65.00) | 11.81 | 397.99 | |||
| JO | Total Comprehensive Income / (Loss) for period (8+9) |
the yearI | (20,315.54) | (3,084.44) | (1,669.82) | (25, 9I0.29) | (3,745.19) | (7,213.18) | |
| Income/ (Loss) for the year/ period attributable to: | |||||||||
| Owners of the company | (19,382.63) | (3,008.74) | (1,726.37) | (25,060.64) | (3,870.77) | (7,971.01) | |||
| Non controlling interests | (911.18) | (27.75) | 55.10 | (784.65) | I 13.77 | 359.84 | |||
| Other ComJlrehensive Income / (Loss) for | the year | ||||||||
| )leriod attributable to: | |||||||||
| Owners of the company | (21.73) | (45.19) | 1.45 | (62.24) | 11.81 | 393.74 | |||
| Non controlling interests | (2.76) | (2.76) | 4.25 | ||||||
| Total Comprehensive Income / (Loss)for Jleriod attributable to: |
the year | ||||||||
| 0->1ters of the company | (19,404.36) | {3,053.93) | (1,724.92) | (25,122.88) | (3,858.96) | (7,577.27) | |||
| Non controlling interests | (911.18) | (30.51) | 55.10 | (787.41) | I 13.77 | 364.09 | |||
| II | Paid up Equity Share Ca)lital (Rs. 10/- Each) | 7,138.26 | 7,138.26 | 6,919.75 | 7,138.26 | 6,919.75 | 6,919.75 | ||
| 12 | Other Eouitv | 30,785.81 | |||||||
| 13 | Earnings/ (Loss) Per Equity Share (face value of Rs. JO. each) |
Not | Annualised | ||||||
| Basic (Rs.) | (27. 15) | (4.22) | (2.49) | (35.22) | (5.94) | (12.05) | |||
| Diluted /Rs.) | (27.15) | (4.22 | 12.49) | (35.22) | (5.94) | (12.05) | |||
| See accompanymg notes to the financial results |
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Chartered Accountants ASV N Ramana Tower 52, Venkatnarayana Road T. Nagar Chennai - 600 017 Tamil Nadu, India Tel: +91 44 6688 5000 Fax: +91 44 6688 5050
Deloitte Haskins & Sells
INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF UNAUDITED STANDALONE FINANCIAL RESULTS
TO THE BOARD OF DIRECTORS OF VERANDA LEARNING SOLUTIONS LIMITED
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We have reviewed the accompanying Statement of Unaudited Standalone Financial Results of Veranda Learning Solutions Limited (the "Company"), for the quarter and nine months ended December 31, 2024 (the "Statement"), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").
-
This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
-
We conducted our review of the Statement 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 Institute of Chartered Accountants of India (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 Standards on Auditing specified under section 143( 10) of the Companies Act, 2013 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.
-
Based on our review conducted as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard 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.
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For Deloitte Haskins & Sells Chartered Accountants (Firm's Registration No: 0080725) Krishna Prakash E �?..f Partner (Membership No. 216015)
UDIN: 25216015BMOAUD5086
Place: Chennai Date: February 13, 2025
Veranda Learning Solutions Limited Registered Office: G.R. Complex, First Floor, No. 807-808, Anna Salai, Nandanam, Chennai • 600035 CIN: L74999TN2018PLC125880
Tel: 044-46901007; E-mail: [email protected], Website: www.verandalearning.com
STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2024
| DECEM | BER 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| . na s 'Rs*I L khs* |
||||||||
| For | the Quarter Ended | For the Nine Months Ended | Year Ended | |||||
| SI. No |
Particulars |
December 31, 2024 |
Sept em her 30, 2024 |
December 31, 2023 |
December 31, 2024 |
December 31, 2023 |
March 31, 2024 |
|
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Audited) | |||
| I | Income: | |||||||
| Revenue from operations | 1,066.84 | 1,127.94 | 1,383.21 | 3,149.17 | 2,668.74 | 3,940.85 | ||
| Other income | 751.23 | 679.10 | 489.49 | 2,019.90 | 1,004.81 | 1,873.76 | ||
| Total Income | I 818.07 | 1,807.04 | 1,872.70 | S 169.07 | 3 673.55 | 5,814.61 | ||
| 2 | Expenses: | |||||||
| Employee benefits expense | 3 77.33 | 362.73 | 310.84 | 1,073.88 | 885.77 | 1,261.19 | ||
| Advertisement and business promotion expenses Other ooeratin� expenses /Refer note 10|40.34 1,192.91 |
45.11 213.84 |
26.67 197.15 |
132.53 1,612.66 |
169.63 490.41 |
210.79 715.38 |
|||
| Total Exnenses | 1,610.58 | 621.68 | 534.66 | 2,819.07 | 1,545.81 | 2,187.36 | ||
| 3 | Earnings before Finance Costs, Tax, Depreciation and Amortisation Expense ( I • 2) |
207.49 | 1,185.36 | 1,338.04 | 2,350.00 | 2,127.74 | 3,627.25 | |
| 4 | Finance costs | 808.77 | 653.42 | 455.86 | 2,075.40 | 725.80 | 1,324.88 | |
| s | Depreciation and amortisation expense (Refer Note 9) | 699.36 | 214.78 | 61.90 | 1,088.15 | I 02.36 | 252.72 | |
| 6 7 |
Profit/_(_Loss\ before Tax (3 • 4 •SI Tax Expenses |
(1,300.64 | 317.16 | 820.28 | (813.551 | 1,299.58 | 2,049.65 | |
| Current tax | 145.57 | 212.23 | 357.80 | |||||
| Deferred lax | (64.77) | 41.15 | (10.92) | /31.55) | / 14.13) | (283.36) |
||
| Total Tax Exnenses | 80.80 | 253.38 | 00.92 | 326.25 | 114.131 | (283.361 | ||
| 8 | Profit/ /Loss\ after Tax (6. 7|/I 381.44 | 63.78 | 831.20 | /1,139.801 | 1,313.71 | 2 333.01 | ||
| 9 | Other Comprehensive lncome/(Loss) | |||||||
| Items that will not be reclassified to Statement of | ||||||||
| Profit or Loss | ||||||||
| a) Remeasurement of defined benefit plan | (0.96) | 5.82 | 5.07 | 3.92 | 11.19 | (2.67) | ||
| b) Income tax relating lo items that will 1101 be reclassified to profit or loss in subsequent period |
0.24 | (1.47) | (1.28) | (0.99) | (2.82) | 0.67 | ||
| Total Other Comprehensive Income/ (Loss) | (0.72) | 4.35 | 3.79 | 2.93 | 8.37 | (2.00) | ||
| 10 | Total Comprehensive Income/ (Loss) for the period/ Iv ear_(8_+ 91 |
(1,382.16) | 68.13 | 834.99 | (1,136.87) | 1,322.08 | 2,331.01 | |
| II | Paid Ull Eouitv Share Capital (Rs. 10/. Each I | 7,138.26 | 7,138.26 | 6,919.75 | 7,138.26 | 6,919.75 | 6,919.75 | |
| 12 | Other Etouitv |
54,647.63 | ||||||
| 13 | Earnings /(Loss) Per Equity Share /face value of Rs. 10/. each I |
Not | Annuali5l"d | |||||
| Basic (Rs.) | (1.94) | 0.09 | 1.20 | (1.60) | 2.02 | 3.53 | ||
| Diluted IRs. l | (1.94 | 0.09 | 1.16 | /1.60) | 1.95 | 3.41 | ||
| Sec accompanymg notes lo the financial results |
Veranda Learning Solutions Limited Registered Office: G.R. Complex, First Floor, No. 80i-808. Anna Salai, Nandanam, Chennai. 600035 CIN: L74999TN2018PLC125880
Tel: 044-46901007 • E-mail: secretatial(a)vcrandalearnino.com, Website: www.ven,1_dalearnin .com
Notes to the Statement of Unaudited Standalone and Consolidated Financial Results for the Quarter and Nine l\lonths Ended December 3 I, 2024
In tenns of Regulation 33 of the SEBI (Listing Obligations and Disclos1ire Requirements) 2015, as at•1ended. the above Unaudited Standalone atid Con;oliJated Financial Results of the Company have been reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on February 13, 2025. The statutory auditors of the Company have issued an unmodified conclusion in respect of the limited review foe the quarter and ,,ine mo,,ths ended December 31, 2024.
The above Unaudited Standalone and Consolidated financial results of the Compat1y have been prepared in accordance with the recognition and measurement principles laid down in the �,dian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with relevant rules issued thereunder and other accounting principles generally accepted in India and in tenns of Regulation 33 of the Securities Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3 The Consolidated Financial results of the Company comprising of Company and its subsidiaries (together the "Group") includes the results of the following entities:
| % Holding as at | ||
|---|---|---|
| Company | Relationship | December 31, |
| 2024 | ||
| a) Veranda Leaming Solutions Limited | Parent | . |
| b) Subsidiaries in the group | ||
| (i) Veranda Race Leaming Solutions Private Limited | Subsidiary | 100.00% |
| (ii) Veranda XL Learning Solutions Private Limited | Subsidiary | 100.00%• |
| (iii) Verat1da !AS Learning Solutions Private Limited | Subsidiary | 100.00% |
| (iv) Brain4ce Education Solutions Private Limited | Subsidiary | !J0.00% |
| (v) Veranda Leaming Solutions North America, Inc. | S"bsidiary | 100.00% |
| (vi) Veranda Management Leaming Solutions Private Limited | Subsidiary | 100.00% |
| (vii) Verat1da Administrative Leaming Solutions Private Lin:ited | SuLsidiary | 100.00%•• |
| (viii) Sreedhar CCE Leaming Solutions Private Limited (Refer note 11) | Step-down Subsidiary | 100.00% |
| (ix) BAssure Solutions Private Limited | Step-down Subsidiary | 90.00% |
| (x) Neyyar Academy Private Limited | ·step-down Subsidiary | 76.00% |
| (xi) Neyyar Education Private Limited | Step-down Subsidiary | 76.00% |
| (xii) Phi re Leaming Solutions Private Limited | Step-down Subsidiary | 99.98% |
| (xiii) Six Phrase Edutech Private Limited | Step-down Subsidiary | 98.00% |
| (xiv) Veranda K-12 Leaming Solutions Private Limited | Step-down Subsidiary | 76.00% |
| (xv) Talentely Innovative Solutions Private Limited | Step-down Subsidiary | 98.00o/o |
| (xvi) Tapasya Educational Institutions Private Limited | Step-down Subsidiary | 51.00% |
(xvi) Tapasya Educational Institutions Private Limited
- •Includes 24% of shares held by non controllmg mterest, where the parent has present ownersl11p mterest.
.. Includes 5.02% of shares held by non controlling interest, where the parent has ?resent ownership interest.
4 Based on tke management approach as defined in Ind AS I 08 - Operating Segments, the Chief Operating Decision Maker (CODM), evaluates the Company's perfonuance and allocates resources based on analysis of various perfonnance indicato, s by bi.siness segments. The Grour, operates in only one segment, viz, Co, 1�:ehensivc Leaming Programs.
The subsidiar; companies, as st,ted at Note 3(b) (iv) and (vi) above, have accumulated losses and the net worth has eroded as at December 31, 2024. The Company has been providing financial support to these entities to meet their financial obligations, as and when required in the form of loa,,s, which are recoverable on dem111d from these subsidiaries. Based on the evaluation of impainnent indicators for these subsidiaries in accordance with Ind AS 36, the Company has carried out an impainnent assessment and noted that the present value of future cash nows exceed the net carrying vabe of its investments and loans in these subsidiaries as at D'lCember 31, 2024. The impainnent assessment carried out by the management involves significant estimates and judgem<'nts relating to the estimates of futur� revenues. c�h flows. discount rate, etc., Considering that these subsidiaries are in the initial years of their commercial operztion and a�so considering the future bus;ness plans ·or these companies, the management is of the opinion that these amounts are considered,good and fully recoverable.
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Veranda Learning Solutions Limited
Registered Office: C.R. Complex, First Floor, No. 807-808, Anna S•lai, Nandanam, Chennai - 600035 CIN: L74999TN2018PLCll5880
Tel: 044-46901007; E-mail: secretarial(a)ve,aodalea ·ninP.com Webs;tc: w.- w.verandalearninP,COm
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6 D1.ring the quarter ended December 3 1, 2014, no stock options were granted to empluyees. The to;al outst,nding stock <,pt ions 1s at Dt.eembe• 31. 21·: 4 are 11,95,J3 I.
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The Company had earlier ,i,ade an application IJ the Reserve Bank of India (RBI) for registration dS a Core Investment Company (CIC). Subsequeutly, the Company, in its correspondence with the RBJ also infonned that, it is in the process of restructuring its business activities, followi 1g which it would no longer meet th? eliC,:bihty criteria of a CIC. During the quarter ended December 31, 2024, the Company has received respons,, from the RBI that there is no requirement for the Co, lPMY to get reg:stered as Core Investment Company (CIC).
Veranda !AS Leaming Solutions Private Limited (VILSPL) and Veranda Management Leaming Solutions Private Limited (VMLSPL), wholly owned subsidiaries of the Company met the NBFC principal business test as of March 31, 2023, and subsequently applied to RBI for a waiver due to operational changes in FY 2023-21. During the quarter ended December 31, 2024, RBI has intimated that VILSPL and VMLSPL are not required to be registered as Non-Banking Financial Companies (NBFCs) o� Core Investment Companies (CICs), as they do not meet the applicable Principal Business Criteria (PBC) or CIC standards.
Veranda Administrative Leaming Solutions Private Limited (V ALSPL), a wholly-owned subsidiary of the Company, applied to the Reserve Bank of India (RBI) for registration as a Core Investment Company (CIC) based on its audited financial statements for the year ended March 31, 2024. Subsequently VALSPL applied to RBI for a waiver due to operational changes in FY 2024-25 and in response, the RBI has instructed VALSPL to submit a concrete action plan for business rationalization by November 30, 2024. Accordingly, VALSPL submitted the same and awaiting response.
Based on the professional advice obtained-by the Company, the disclosure requirements for Cl Cs are applicable only upon the approval of the applicatio:1 by the RBl and accordingly th0se have not been considered in the financial results for the quarter and nine months «ded December 31, 2024.
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8 During the nine months ended December 31, 2024, loans obtained by two of t!te subsidiaries eggre,:ating to �s.413.49 lakhs (including interest accrned) from an erstwhile director have been written back and disclosed under other income, based on the waiver letter provided by the lender to the respective subsidiaries.
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9 During the quarter ended December 31, 2024, based on the current business environment and the proposed plans for enhancing synerfies between its business units, some of the subsidiarits have renegotiated their existing contracts and arrangements with tutors, erstwhile promoters, etc., and the changes in such arrangements have rrst,ltd ;n th� reduction of the contract lock-in period, changes to non-compete tem,s, elc. The CompMy/Grot,v 112.s also re•assessed the oseful life cf ,sume of the 'softw�re technologier 1eveloped by the Company/subsidiaries, duly considering the current operations and the proposed plans for usage of such software by the Compa.1y/Group, resulting in additional amqt'tisation of Rs. 495.d5 lakhs and Rs. 10,!08. 34 Lakhs in the standalone· financial results and consolidated financial rest,lts, respecti,'.ely.
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IO During the previous year, V ALSPL acquired 86% equity shares of BAss,,re Solutions Private Limited (BAssure) as per Share purchase agreement (SPA) dated July 07, 2023. BAssure is engaged in the business of designing and developing computer software and rendering manpower support services. During the quarter ended December 31, 2024, the Group has evaluated the perfonnance of this subsidiary duly consi:lering the losses incurred, current and future pipeline of revenue cont.acts, global challenges in the territories/ industries in which the customers of the subsidiary operates. Whilst BAssure and the Group continue to evaluate various mechanisms to pivot and turnaround the operations, the Group has impaired the investment, loans and receivables and goodwill on consolidation relating to BAssure and has accordingly recorded an amount of Rs. 558.05 lakhs and Rs. 2,246.17 Lakhs in the standalone financial results and consolidated finMcial results, under other operating expenses.'
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11 During the previous year, Sreedhar CCE Leaming Solutions Private Limited (SCLSPL) was incorporated as a step down subsidiary of the Company and a subsidiary of Veranda Race Leaming Solutions Private Limited. Further, SCLSPL had signed three Business TrMsfer Agreemen1s (BTA) to acquire the businesses of: (a) Green Marker Edutech Private Limited (CIN U80904TG2020PTCl46298); (b) Sreedhat's CCE partnership finn (PAN ACEFS6618Q); and (c) Sreedhat's CCE partnership finn (PAN ADEFS7016F) with effect from July 14, 2023.
The unaudited consolidated financial results for the quarter and nine months ended December 31, 2il24 includes a revenue from operations of Rs. 854 .67 lakhs and Rs. 3,093.99 lakhs. respectively, and loss after tax of Rs. 379.02 lakhs and Rs. 496.65 lakts respectively with respect to the business acquired throui,,h the aforesaid BT />s
Subsequent to the quarter ended December 31, 2024, SCLSPL and the aforesaid parties (Green Marker Edutech Private Limited (GEMPL) and erstwhile promoters of Sreedhar CCE group), entered into a full and final settlement letter dated February 12, 2025, based on which SCLSPL wil_l cease the operations of the business acquired through the aforesaid BTAs and all parties agrxd to disengage from continuing with the various arrangeme!lts contemplated between them in the Business Transfer Agreements dated July 14, 2023. The impact of the same will be given effect in the financial 1esults for the quamr ending March 31, 2025.
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Veranda Learning Solutions Limited Registered Office: G.R. Complex, First Floor. No. 807-808, Anna Salai, Nandanam, Chennai - 600035
CIN: L74999TN2018PLCJl5880
Tel: 044-46901007; E-mail: secretariaJ(ti)\•crandalcarnin .com, Website: www.vcrandalearning,com.;.....
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- 12 The Company and some of its subsidiaries have incurred losses d�ring the nine months ended December 31, 70:4 and the c1.rrent liabilities of the Company and the Group exceeds the �urrenl asrets as at December 31, 2024. As part of its financial reporting process the Co1'lpJJ1y li,.s evaluatd tl1e events and �onditions thdt >-he Company is e,:posed to fo,· the purpose of its gv111g concern considerations and its abilit/ to meet its obligations. The Management, duly considering t!:e current and futurt· business plans, the c.n�oing and proposed activities to raise long-tenn funds and the additional funding received from the promoters sulisequcut lo ,he quarter, believes that the Company is ful'y capable of meeting its obligations as and when it falls due witl,in the next twelve n,onths fron, De�ember 31, 2024.
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For and on behalf of Board of Directors
Kalpathi S Suresh
Executive Director cum Chairman
DN: 00526480
Place: Cheni.ai
Date : February 13, 2025
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