Veranda Learning Solutions Limited — Capital/Financing Update 2022

Oct 12, 2022

Veranda Learning Solutions Limited

(formerly Veranda Learning Solutions Private Limited) (formerly Andromeda Edutech Private Limited)

12th October, 2022 To The Secretary BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

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 Code: 543514

Scrip Code: VERANDA

Dear Sir / Madam,

Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015- Acqusition by a Wholly Owned Subsidiary.

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, this is to inform you that Veranda XL Learning Solutions Private Limited (VXL), a Wholly Owned Subsidiary of the Company, has entered into definitive documents for the acquisition of equity Shares of J.K Shah Education Private Limited ("JKSHAH") (CIN: U80301MH2008PTC179166).

Accordingly, J.K Shah Education Private Limited ("JKSHAH") upon completion of the acquisition would become a Subsidiary of VXL and a Step-down Subsidiary of the Company.

The details as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015 is enclosed as "Annexure-A"

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

Thanks & Regards For Veranda Learning Solutions Limited M ANANTHARAMAKRISH Digitally signed by M ANANTHARAMAKRISHNAN Date: 2022.10.12 21:57:20

+05'30'

NAN

M Anantharamakrishnan Company Secretary & Compliance Officer M. No: ACS-7187

contact@verandalearning.co m www.verandalearning.com

+91 44 4296 7777 34,Thirumalai Road, T.Nagar, Chennai, Tamil Nadu-600017 CIN: U74999TN2018PLC125880

Annexure A

Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Particulars	Details
a) Name of the target entity, details inbrief suchas size, turnover etc.;	J.K Shah Education Private Limited ("JK SHAH")Assets size: INR 11.2 croresTotal Turnover: INR 94.0 Crores (2021-22)
b)Whethertheacquisition wouldfallwithin related partytransaction(s)andwhether the promoter/promoter group/group companies have any interest in theentity being acquired? If yes, natureofinterest and details thereof and whetherthesame is done at "arms-length";c) Industry to which the entity beingacquired belongs;	The Initial acquisition of shares of J.K Shah EducationPrivate Limited does not fall under related partytransaction as per provisions of Companies Act 2013The Promoter/Promoter Group of the Company have nointerest in the said acquisition.J.K Shah Education Private Limited is in education industryof providing diversified and integrated learning solutionsin online, offline hybrid and offline blended formats tostudents, aspirants and graduates enrolled with its coursesthrough multitude of career-defining professional coursessuch as CA, CS, CMA etc.
d) Objects and effects of acquisition(including but not limited to, disclosure ofreasons for acquisitionof target entity, ifits business is outside the main line ofbusiness of the listed entity);	VerandaXLLearningSolutionsPrivateLimited's(subsidiary of Veranda Learning Solutions Limited)main objects are to carry on the business of bothformalandinformaleducationboththroughfranchising and self-owned centers to train students inbothIndiaandabroadforvariouseducationalprogramsincludingtrainingforallcompetitiveexaminations.The acquisition of the target entity is in line and is anatural extension of the business of the acquiringentity. Veranda XL Learning Solutions Private Limited isin the business of providing CA coaching classes whichis similar to the target entity.

e) Brief details of any governmental orregulatoryapprovals required for theacquisition;	Not applicable
f) Indicative time period forcompletion of theacquisition;	1)267 Crores for 63% on or before 31/10/20222)70 Crores for 13% on or before 31/01/20233)Balance based on turnover for 12Months ended31/10/2025
g) Nature of consideration - whether cashconsideration or share swap and detailsof the same;h) Cost of acquisition or the price atwhich the shares are acquired;	Cash consideration of 337.82 crores for 76%Final closing value will be based on turnover for the periodfrom 1st November 2024 to 31st October 2025.INR 337.82 crores
i) Percentage of shareholding / controlacquiredand / or number of sharesacquired;	1)63% on or before 31/10/20222) 13% on or before 31/01/20233)Balance based on turnover for 12Months ended31/10/2025
j) Brief background about the entityacquired in terms of products/line ofbusiness acquired, date ofincorporation,history of last 3 years turnover, country inwhich the acquired entity has presenceand any other significant information (inbrief);	Founded in 1984, JK Shah Education Private Limited is aleading player offering an end-to-end platform forcommerce related coaching classes.Last 3 (three) years turnover:FY 2019-20: INR 89.7 CroresFY 2020-21: INR 80.3 CroresFY 2021-22: INR 94.0 Crores