Veranda Learning Solutions Limited — Capital/Financing Update 2023

Feb 1, 2023

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

February 01, 2023

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 the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

This disclosure is pursuant to Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to Veranda Race Learning Solutions Private Limited (“the Wholly-owned Subsidiary”) (“Transferee Company”) having entered into a Business Transfer Agreement (“BTA”) dated: January 31, 2023 with Chennai Race Coaching Institute Private Limited (“Transferor Company”), for the acquisition of the Business of the transferor on the Transfer Date, as a going concern and the Transferee shall have deemed to accept, purchase, assume and acquire, as a going concern from the Transferor, all of the Transferor’s rights, title and interest in and to the Business as defined in the BTA.

The details required under regulation 30 of SEBI (LODR) Regulations, 2015 read with SEBI circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, is enclosed herewith as Annexure -1.

We request you to take the same on record.

Thanking you

For Veranda Learning Solutions Limited

M Digitally signed by M ANANTHARAMAKRISHN ANANTHARA AN Date: 2023.02.01 MAKRISHNAN 18:12:09 +05'30'

M. Anantharamakrishnan Company Secretary & Compliance Officer

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contact@verandalearning.com www.verandalearning.com +91 44 4296 7777

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34, Thirumalai Road, T Nagar, Chennai, Tamil Nadu 600 017 CIN: L74999TN2018PLC125880

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Particulars Details
a) Name of the target entity, Acquisition of Business from:
details in brief such as size,
turnover etc.;
Chennai Race Coaching Institute Private Limited
(“the Transferor Company”).
The Transferor Company has been engaged in the
business of operating online and offline government
and banking test prep courses.
Regd Off: No.1, South Usman Road T. Nagar,
Chennai – 600 017
Authorised capital:
Rs. 2,00,00,000/- (Rupees Two Crores Only)
Paid up Capital:
Rs.1,91,00,000/- (One Crore Ninety-One Lakhs
Only).
Financial Summary For 21-22:
In. Rs. Hundreds
Revenue from 17,42,069.69
operation
Profit before tax (4,39,586.04)
Profit after tax (4,32,784.60)
b) Whether the acquisition (i.e Pursuant to Clause 2 of Business Transfer
Business Transfer Agreement) Agreement dated January 31, 2023 with respect to
would fall within related party transfer of business between Chennai Race
transaction(s) and whether the
Coaching Institute Private Limited (“the Transferor
promoter/ promoter group/ group
Company”) and Veranda Race Learning Solutions
companies have any interest in the
entity being acquired? If yes, nature Private Limited ( “the Transferee Company”), this
of interest and details thereof and business transfer is not a related party transaction.
whether the same is done at “arms- The Promoter and Promoter Group are not interested
length”; in the Business Transfer Agreement.
c) Industry to which the transferor Chennai Race Coaching Institute Private Limited
entity being transferred belongs; (the Transferor Company) has been engaged in the
business of operating online and offline
government and banking test prep courses.
d) Objects and effects of acquisition Acquisition of Chennai Race Business by way of
(i.e. BTA) (including but not limited BTA enables Veranda Race to expand its market
to, disclosure of reasons for reach. It helps Veranda Race establish nodal
acquisition of target entity, if its centre and helps improve margin.
business is outside the main line of
businessinessess of the listedf the listedthe listedhe listede listed listedsted entity);ntity);tity);ity);ty);
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d) Objects and effects of acquisition Acquisition of Chennai Race Business by way of (i.e. BTA) (including but not limited BTA enables Veranda Race to expand its market to, disclosure of reasons for reach. It helps Veranda Race establish nodal acquisition of target entity, if its centre and helps improve margin. business is outside the main line of businessinessess of the listedf the listedthe listedhe listede listed listedsted entity);ntity);tity);ity);ty); e) Brief details of any governmentalN.A. or regulatory approvals required for the acquisition (BTA);

f) Indicative time period for completion of the acquisition; The Business is acquired with effect from 1st February, 2023. However, the payout of consideration is structured in tranches upto September2024.	f) Indicative time period for completion of the acquisition; The Business is acquired with effect from 1st February, 2023. However, the payout of consideration is structured in tranches upto September2024.
g) Nature of consideration - whether cash consideration or share swap and details of the same; The Consideration with respect to business transfer shall be in the form of cash.
h) Cost of acquisition or the price at which the shares are acquired; The total consideration amount will be Rs. 11,75,00,000/- (Eleven Crores seventy-five lakhs rupees only) payable in the tranches
i) Percentage of shareholding / control acquired and / or number of shares acquired; N.A.
j) Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief);	N.A.