IMPORTANT: You must read the following disclaimer before continuing.

PLEASE READ THIS NOTICE CAREFULLY AND AGREE WITH THE TERMS AND CONDITIONS OF THIS DISCLAIMER BEFORE CONTINUING. IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBSITE. PLEASE NOTE THAT THE DISCLAIMER SET OUT BELOW MAY BE ALTERED OR UPDATED. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE WEBSITE. BY ACCESSING THIS INFORMATION ON THIS WEBSITE, YOU AGREE TO THE TERMS AND CONDITIONS BELOW, INCLUDING ANY MODIFICATIONS THAT MAY BE MADE TO THEM FROM TIME TO TIME.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED OUTSIDE INDIA AND ARE INTENDED FOR DISTRIBUTION TO, AND USE BY, RESIDENTS OF INDIA ONLY.

THE PLACEMENT DOCUMENT DATED [?], 2025 (THE "PLACEMENT DOCUMENT") ISSUED BY VERANDA LEARNING SOLUTIONS LIMITED (THE "COMPANY") AND FILED WITH BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (TOGETHER, THE "STOCK EXCHANGES") IS BEING MADE AVAILABLE ON THIS WEBSITE BY THE COMPANY SOLELY TO COMPLY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED ("SEBI ICDR REGULATIONS"), AND THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER, EACH AS AMENDED ("COMPANIES ACT"). MAKING THE PLACEMENT DOCUMENT AVAILABLE ON THIS WEBSITE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY EQUITY SHARES OF THE COMPANY ("EQUITY SHARES") IN THE PROPOSED QUALIFIED INSTITUTIONAL PLACEMENT ("ISSUE") IN ANY JURISDICTION.

THE ISSUE, AND THE DISTRIBUTION OF THE PLACEMENT DOCUMENT, IS BEING MADE TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED UNDER THE SEBI ICDR REGULATIONS ("QIBs") WHO ARE NOT RESTRICTED FROM PARTICIPATING IN THE ISSUE UNDER THE APPLICABLE LAWS, INCLUDING THE SEBI ICDR REGULATIONS AND WHO ARE ELIGIBLE TO INVEST IN THIS ISSUE ("ELIGIBLE QIBs") IN RELIANCE UPON CHAPTER VI OF THE SEBI ICDR REGULATIONS AND SECTIONS 42 AND 62, AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT. UNLESS A SERIALLY NUMBERED PLACEMENT DOCUMENT ACCOMPANIED BY AN APPLICATION FORM IS ADDRESSED TO A SPECIFIC QIB INVITING SUCH QIB TO MAKE A BID THROUGH SUCH APPLICATION FORM, NO OFFER AND/OR INVITATION OF AN OFFER TO PURCHASE EQUITY SHARES IN THE ISSUE SHALL BE DEEMED TO HAVE BEEN MADE.

THE PLACEMENT DOCUMENT HAS NOT BEEN AND WILL NOT BE FILED AS A PROSPECTUS OR A STATEMENT IN LIEU OF A PROSPECTUS WITH ANY REGISTRAR OF COMPANIES IN INDIA UNDER THE COMPANIES ACT.

THE PLACEMENT DOCUMENT HAS NOT BEEN REVIEWED AND APPROVED BY ANY REGULATORY AUTHORITY IN INDIA OR ABROAD, INCLUDING THE SECURITIES AND EXCHANGE BOARD OF INDIA, THE RESERVE BANK OF INDIA, ANY REGISTRAR OF COMPANIES IN INDIA OR ANY STOCK EXCHANGE IN INDIA.

THE EQUITY SHARES OFFERED IN THE ISSUE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE EQUITY SHARES OFFERED IN THE ISSUE ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND IN RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT.

NONE OF THE COMPANY AND THE BOOK RUNNING LEAD MANAGER (AS DEFINED IN THE PLACEMENT DOCUMENT) ACCEPTS ANY LIABILITY WHATSOEVER, DIRECT OR INDIRECT, THAT MAY ARISE FROM THE USE OF THE INFORMATION CONTAINED IN THE PLACEMENT DOCUMENT. ACCESS TO THE PLACEMENT DOCUMENT DOES NOT CONSTITUTE A RECOMMENDATION BY THE COMPANY, ITS AFFILIATES, THE BOOK RUNNING LEAD MANAGER OR ANY OTHER PARTY TO SUBSCRIBE TO OR BUY THE EQUITY SHARES.

THE INFORMATION IN THE PLACEMENT DOCUMENT IS AS OF THE DATE THEREOF AND NONE OF THE COMPANY, ITS DIRECTORS, OR THE BOOK RUNNING LEAD MANAGER ARE UNDER ANY OBLIGATION TO UPDATE OR REVISE THE PLACEMENT DOCUMENT TO REFLECT CIRCUMSTANCES ARISING AFTER THE DATE THEREOF.

THE PLACEMENT DOCUMENT MAY NOT BE DELIVERED, FORWARDED OR DISTRIBUTED, ELECTRONICALLY OR OTHERWISE, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DELIVERY, DISTRIBUTION OR REPRODUCTION OF THE PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DISCLAIMER MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS.

YOU ARE ACCESSING THIS WEBSITE AT YOUR OWN RISK AND IT IS YOUR RESPONSIBILITY TO TAKE PRECAUTIONS TO ENSURE THAT IT IS FREE FROM VIRUSES AND OTHER ITEMS OF A DESTRUCTIVE NATURE. NONE OF THE COMPANY. THE BOOK RUNNING LEAD MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSS OR DAMAGE THAT YOU INCUR IN THE EVENT OF ANY FAILURE OR DISRUPTION OF THIS WEBSITE, OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THIS WEBSITE OR THE DATA CONTAINED THEREIN AVAILABLE TO YOU, OR FROM ANY OTHER CAUSE RELATING TO YOUR ACCESS TO, INABILITY TO ACCESS, OR USE OF THE WEBSITE OR THESE MATERIALS. IT IS YOUR RESPONSIBILITY TO TAKE PRECAUTIONS TO ENSURE THAT IT IS FREE FROM VIRUSES AND OTHER ITEMS OF A DESTRUCTIVE NATURE.

If you are not in India, please exit this webpage.

Confirmation of your acceptance of the terms and conditions

By clicking on the "I Confirm" button below you represent to the Company and the Book Running Lead Manager that:

IMPORTANT: You must read the following disclaimer before continuing.

PLEASE READ THIS NOTICE CAREFULLY AND AGREE WITH THE TERMS AND CONDITIONS OF THIS DISCLAIMER BEFORE CONTINUING. IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBSITE. PLEASE NOTE THAT THE DISCLAIMER SET OUT BELOW MAY BE ALTERED OR UPDATED. YOU SHOULD READ IT IN FULL EACH TIME YOU VISIT THE WEBSITE. BY ACCESSING THIS INFORMATION ON THIS WEBSITE, YOU AGREE TO THE TERMS AND CONDITIONS BELOW, INCLUDING ANY MODIFICATIONS THAT MAY BE MADE TO THEM FROM TIME TO TIME.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED OUTSIDE INDIA AND ARE INTENDED FOR DISTRIBUTION TO, AND USE BY, RESIDENTS OF INDIA ONLY.

THE PRELIMINARY PLACEMENT DOCUMENT DATED JULY 17, 2025 (THE "PRELIMINARY PLACEMENT DOCUMENT") ISSUED BY VERANDA LEARNING SOLUTIONS LIMITED (THE “COMPANY”) AND FILED WITH BSE LIMITED AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (TOGETHER, THE “STOCK EXCHANGES”) IS BEING MADE AVAILABLE ON THIS WEBSITE BY THE COMPANY SOLELY TO COMPLY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”), AND THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER, EACH AS AMENDED (“COMPANIES ACT”). MAKING THE PRELIMINARY PLACEMENT DOCUMENT AVAILABLE ON THIS WEBSITE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY EQUITY SHARES OF THE COMPANY ("EQUITY SHARES") IN THE PROPOSED QUALIFIED INSTITUTIONAL PLACEMENT (“ISSUE”) IN ANY JURISDICTION.

THE ISSUE, AND THE DISTRIBUTION OF THE PRELIMINARY PLACEMENT DOCUMENT, IS BEING MADE TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED UNDER THE SEBI ICDR REGULATIONS (“QIBs”) WHO ARE NOT RESTRICTED FROM PARTICIPATING IN THE ISSUE UNDER THE APPLICABLE LAWS, INCLUDING THE SEBI ICDR REGULATIONS AND WHO ARE ELIGIBLE TO INVEST IN THIS ISSUE (“ELIGIBLE QIBs”) IN RELIANCE UPON CHAPTER VI OF THE SEBI ICDR REGULATIONS AND SECTIONS 42 AND 62, AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 , READ WITH RULE 14 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014, AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES FRAMED THEREUNDER, EACH AS AMENDED (TOGETHER, THE “COMPANIES ACT”). UNLESS A SERIALLY NUMBERED PRELIMINARY PLACEMENT DOCUMENT ACCOMPANIED BY AN APPLICATION FORM IS ADDRESSED TO A SPECIFIC QIB INVITING SUCH QIB TO MAKE A BID THROUGH SUCH APPLICATION FORM, NO OFFER AND/OR INVITATION OF AN OFFER TO PURCHASE EQUITY SHARES IN THE ISSUE SHALL BE DEEMED TO HAVE BEEN MADE.

THE PRELIMINARY PLACEMENT DOCUMENT HAS NOT BEEN AND WILL NOT BE FILED AS A PROSPECTUS OR A STATEMENT IN LIEU OF A PROSPECTUS WITH ANY REGISTRAR OF COMPANIES IN INDIA UNDER THE COMPANIES ACT. THE PRELIMINARY PLACEMENT DOCUMENT SHALL BE FILED AS A PRIVATE PLACEMENT OFFER LETTER WITH THE STOCK EXCHANGES.

THE PRELIMINARY PLACEMENT DOCUMENT HAS NOT BEEN REVIEWED AND APPROVED BY ANY REGULATORY AUTHORITY IN INDIA OR ABROAD, INCLUDING THE SECURITIES AND EXCHANGE BOARD OF INDIA, THE RESERVE BANK OF INDIA, ANY REGISTRAR OF COMPANIES IN INDIA OR ANY STOCK EXCHANGE IN INDIA.

THE EQUITY SHARES OFFERED IN THE ISSUE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE EQUITY SHARES OFFERED IN THE ISSUE ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN “OFFSHORE TRANSACTIONS” AS DEFINED IN AND IN RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT.

NONE OF THE COMPANY, THE BOOK RUNNING LEAD MANAGER (AS DEFINED IN THE PRELIMINARY PLACEMENT DOCUMENT) OR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY WHATSOEVER, DIRECT OR INDIRECT, THAT MAY ARISE FROM THE USE OF THE INFORMATION CONTAINED IN THE PRELIMINARY PLACEMENT DOCUMENT. ACCESS TO THE PRELIMINARY PLACEMENT DOCUMENT DOES NOT CONSTITUTE A RECOMMENDATION BY THE COMPANY, THE BOOK RUNNING LEAD MANAGER OR ANY OTHER PARTY TO SUBSCRIBE TO OR BUY THE EQUITY SHARES.

THE INFORMATION IN THE PRELIMINARY PLACEMENT DOCUMENT IS AS OF THE DATE THEREOF AND NONE OF THE COMPANY, ITS DIRECTORS, OR THE BOOK RUNNING LEAD MANAGER ARE UNDER ANY OBLIGATION TO UPDATE OR REVISE THE PRELIMINARY PLACEMENT DOCUMENT TO REFLECT CIRCUMSTANCES ARISING AFTER THE DATE THEREOF.

THE PRELIMINARY PLACEMENT DOCUMENT MAY NOT BE DELIVERED, FORWARDED OR DISTRIBUTED, ELECTRONICALLY OR OTHERWISE, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DELIVERY, DISTRIBUTION OR REPRODUCTION OF THE PRELIMINARY PLACEMENT DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DISCLAIMER MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS. 

YOU ARE ACCESSING THIS WEBSITE AT YOUR OWN RISK AND IT IS YOUR RESPONSIBILITY TO TAKE PRECAUTIONS TO ENSURE THAT IT IS FREE FROM VIRUSES AND OTHER ITEMS OF A DESTRUCTIVE NATURE. NONE OF THE COMPANY. THE BOOK RUNNING LEAD MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSS OR DAMAGE THAT YOU INCUR IN THE EVENT OF ANY FAILURE OR DISRUPTION OF THIS WEBSITE, OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THIS WEBSITE OR THE DATA CONTAINED THEREIN AVAILABLE TO YOU, OR FROM ANY OTHER CAUSE RELATING TO YOUR ACCESS TO, INABILITY TO ACCESS, OR USE OF THE WEBSITE OR THESE MATERIALS. IT IS YOUR RESPONSIBILITY TO TAKE PRECAUTIONS TO ENSURE THAT IT IS FREE FROM VIRUSES AND OTHER ITEMS OF A DESTRUCTIVE NATURE.

If you are not in India, please exit this webpage.

Confirmation of your acceptance of the terms and conditions

By clicking on the "I Confirm" button below you represent to the Company and the Book Running Lead Manager that: