Veranda Learning Solutions Limited — Capital/Financing Update 2022

Jul 15, 2022

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

15[th] July, 2022

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

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

Intimation under regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1.Subscription of Equity Shares of Wholly Owned Subsidiary in USA: -

The Company has remitted US Dollars 1,000 to Subscribe 100 Shares of Common Stock being 100% Share Capital of Veranda Learning Solutions North America, INC and US Dollars 1,50,000 towards additional paid in capital. The Details are enclosed as Annexure -I.

- 2. Loan provided to Wholly Owned Subsidiary in USA:

The Company has provided an unsecured loan of US Dollars 9,10,000 to Veranda Learning Solutions North America, INC (wholly owned subsidiary) as margin money for the loan to be availed by the wholly owned subsidiary for acquisition of a potential target. The details are enclosed as Annexure -II.

Request you to kindly take the same on records.

Thanking you,

For Veranda Learning Solutions Limited

Digitally signed by M M Anantharamakrishnan Anantharamakrishnan Date: 2022.07.15 12:04:20 +05'30'

M. Anantharamakrishnan Company Secretary & Compliance Officer

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contact@verandalearning.com www.verandalearning.com

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+91 44 4296 7777

34,Thirumalai Road, T.Nagar, Chennai, Tamil Nadu-600017 CIN: U74999TN2018PLC125880

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

ANNEXURE-I

Details as required to be disclosed under Regulation 30 read with SEBI Circular:-

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a) Name of the Wholly Owned Subsidiary Name: Veranda Learning Solutions North
Established details in brief such as size, America, INC.
turnover etc.;
Address: 1901, ST Antonio Street, 6th Floor,
Detroit, MI 48226.
Capital size:1,51,000 US Dollars.
Turnover: NIL (The Subsidiary Incorporated on
11 [th] May 2022).
b) Industry to which the wholly owned Education Sector
subsidiary belongs;
c) Objects and effects of Wholly Owned The Wholly Owned Subsidiary was established
Subsidiary to expand the business operation of the
Company abroad.
d) Brief details of any governmental or No Government approvals are envisaged and
regulatory approvals required for Setting the Company has filed Form ODI with Reserve
up of Wholly owned Subsidiary. Bank of India for the investment made abroad.
e) Nature of consideration - whether cash The Company has remitted money through AD
consideration or share swap and details of Banker.
the same;
f) Cost at which the Equity shares The Company has remitted US Dollars 1,000 to
subscribed.; Subscribe 100 Shares of Common Stock being
100% Share Capital of Veranda Learning
Solutions North America, INC and US Dollars
1,50,000 towards additional paid in capital as
the shares have no par value.
g) Percentage of shareholding 100%
h) Brief background about the entity To Carry on any lawful business or activity as
established in terms of products/line of permitted under the General Corporation law of
business, date of incorporation, and any the State of Delaware.
other significant information
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contact@verandalearning.com www.verandalearning.com

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+91 44 4296 7777

34,Thirumalai Road, T.Nagar, Chennai, Tamil Nadu-600017 CIN: U74999TN2018PLC125880

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

ANNEXURE-II

Details as required to be disclosed under Regulation 30 read with SEBI Circular:-

a)	Name(s) of parties with whom the agreementis entered.	Veranda Learning Solutions Limited and VerandaLearning SolutionsNorth America,INC
b)	Purpose ofenteringinto theAgreement.	Loan Agreement
c)	Shareholding, if any, in the entity with whomthe agreementis executed.	100% wholly owned Subsidiary
d)	Significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any changeincapitalstructure etc.	Veranda Learning Solutions Limited owns 100% of the Share Capital of Veranda Learning Solutions North America, INC (WOS). Hence, there are no other shareholders in the wholly owned subsidiary to provideforspecial rights.
e)	Whether, the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship.	The Promoters are the Directors in Veranda Learning Solutions Limited and Veranda Learning Solutions North America, INC is the wholly owned subsidiary ofthe Company.
f)	Whether the transaction would fall within related party transactions? If yes, whether the sameis done at“armslength”;	Yes and it falls under the arm’s length basis.
g)	In case of issuance of shares to the parties, details of issue price, class of shares issued;	Not Applicable
h)	any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of suchagreements, etc;	Not Applicable
i)	in case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s): a) name of parties to the agreement; b) nature of the agreement; c) date of execution of the agreement; d) details of amendment and impact thereof or reasons of termination and impact thereof.	Not Applicable

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contact@verandalearning.com www.verandalearning.com

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+91 44 4296 7777

34,Thirumalai Road, T.Nagar, Chennai, Tamil Nadu-600017 CIN: U74999TN2018PLC125880