Meeting Details

  • Date: Thursday, August 6, 2026
  • Time: 11:30 A.M IST
  • Location: Conducted through Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
  • Type: Annual General Meeting
  • Deemed Venue: Registered Office of the Company at G.R Complex, First floor, No.807-808, Anna Salai, Nandanam, Chennai - 600035

Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt:

  • (a) Audited Standalone Financial Statements for FY ended March 31, 2026 with Reports of Board of Directors and Auditors
  • (b) Consolidated Financial Statements for FY ended March 31, 2026 with Report of Auditors
  • Resolution Type: Ordinary Resolution

2. Reappointment of Director: To appoint Ms. Kalpathi A Archana (DIN: 05331133) who retires by rotation

  • Resolution Type: Ordinary Resolution

3. Appointment of Statutory Auditors: To appoint M/s. Suresh Surana & Associates LLP, Chartered Accountants (FRN: 121750W/W100010) as Statutory Auditors for a term of 5 consecutive years from conclusion of 8th AGM till conclusion of 13th AGM

  • Resolution Type: Ordinary Resolution
  • Rationale: Current auditors M/s. Deloitte Haskins & Sells complete their term. The change considers reduced audit scope due to divestment of Vocational Segment and demerger of Commerce Segment
  • Proposed audit fee: Commensurate with revised size and operations (no material change from previous)

Special Business

4. Reappointment of Chairman & Managing Director: To approve reappointment of Mr. Kalpathi S Suresh (DIN: 00526480) as Chairman & Managing Director for 3 years from October 28, 2026 to October 27, 2029

  • Resolution Type: Special Resolution
  • Proposed Remuneration: Annual remuneration of ₹12 Lakhs to ₹1 Crore plus benefits including Medical Coverage, Duty Meals, Telephone/Mobile and Fuel Expense & Vehicle Maintenance
  • Minimum Remuneration payable even in case of loss or inadequate profits

Voting Process and Methods

  • Remote e-Voting Period: Monday, August 3, 2026 at 9:00 A.M IST to Wednesday, August 5, 2026 at 5:00 P.M IST
  • Cut-off Date for Eligibility: Thursday, July 30, 2026
  • Voting Service Provider: Central Depository Services (India) Limited (CDSL)
  • Methods Available:
  • Remote e-voting before the meeting
  • E-voting during the AGM for those who haven't voted remotely
  • Scrutinizer: Mr. S. Sandeep, Managing Partner of M/s. S. Sandeep & Associates (Membership No.: FCS 5853/CP No. 5987) appointed to scrutinize the entire voting process

Shareholder Participation Details

  • Virtual Meeting Access: Available through CDSL/NSDL systems for demat holders and CDSL system for physical shareholders
  • Attendance Limit: Facility available to at least 1,000 members on first-come-first-served basis (excludes large shareholders, promoters, institutional investors, directors, KMPs, committee chairpersons, auditors)
  • Quorum: Members attending through VC/OAVM shall be reckoned for quorum under Section 103 of Companies Act, 2013
  • Voting Rights: Based on paid-up value of shares registered as on cut-off date (July 30, 2026)

Financial Context

The explanatory statement provides financial performance data for consideration of resolutions:

  • FY2026 Performance:
  • Total Income: ₹8,235.56 lakhs
  • Total Expenses: ₹2,545.29 lakhs
  • EBITDA: ₹5,690.27 lakhs
  • Exceptional Items (Loss): (₹1,078.33) lakhs
  • Profit/(Loss) Before Tax: ₹340.10 lakhs
  • Current Tax: ₹383.07 lakhs
  • Deferred Tax: ₹50.28 lakhs
  • Profit/(Loss) After Tax: (₹93.25) lakhs
  • Basic EPS: (₹0.10); Diluted EPS: (₹0.10)
  • FY2025 Performance:
  • Total Income: ₹9,800.18 lakhs
  • Total Expenses: ₹6,073.20 lakhs
  • EBITDA: ₹3,726.98 lakhs
  • Profit/(Loss) Before Tax: (₹600.49) lakhs
  • Current Tax: ₹491.25 lakhs
  • Deferred Tax: (₹707.20) lakhs
  • Profit/(Loss) After Tax: (₹384.54) lakhs
  • Basic EPS: (₹0.54); Diluted EPS: (₹0.54)

Compliance Statements

The Company confirms:

  • Compliance with SEBI Listing Regulations, Companies Act 2013, and MCA circulars
  • The AGM is conducted in accordance with MCA circular dated September 22, 2025 permitting virtual meetings
  • All required documents including Register of Directors, Register of Contracts, and Secretarial Auditor certificates will be available for electronic inspection
  • Voting results will be declared to stock exchanges and displayed on company website

Additional Information

  • Company CIN: L74999TN2018PLC125880
  • Contact: secretarial@verandalearning.com; +91 44 4690 1007
  • Annual Report and AGM Notice available at: https://www.verandalearning.com/web/index.php/annual-reports and https://www.verandalearning.com/web/index.php/general-meeting respectively