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Veranda Learning Solutions Limited — Capital/Financing Update 2024
Dec 11, 2024
59607_rns_2024-12-11_7eb005d5-6309-44f3-9606-290add19a7d7.pdf
Capital/Financing Update
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Veranda Learning Solutions Limited
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| 11th December, 2024 | |
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| To The Secretary BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 Scrip Code: 543514 |
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: VERANDA |
Dear Sir / Madam ,
Sub: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations").
We refer to our earlier intimation dated 22[nd] May 2023 (the “Earlier Intimation” ) regarding the acquisition of BAssure Solutions Private Limited (BAssure) by Veranda Administrative Learning Solutions Private Limited (VALSPL) , a wholly owned subsidiary of the Company.
In continuation of the Earlier Intimation, we wish to inform you that VALSPL has completed the preferential issue and allotment of 74,94,808 equity shares on 10[th] of December 2024 with a face value of ₹10/- each, representing 5.02% of the post-issue paid-up equity share capital of VALSPL. These shares were allotted as consideration other than cash, by swapping 1,416 Equity Shares (i.e. constituting 4% Equity Share Capital of BAssure) and 5,053 Class A Optionally Convertible Redeemable Preference Shares (OCRPS) (i.e. constituting 50.53% Preference Share Capital of BAssure), to the shareholders of BAssure (the “Subsidiary Issuance” ). As a result of the subsidiary issuance, VALSPL has ceased to be a wholly owned subsidiary of Veranda Learning Solutions Limited. (“VLS”).
The details as required under the Listing Regulations read with SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated: July 13, 2023 are enclosed as “Annexure-A” for the purpose of the acquisition of Equity Shares and OCRPS and “Annexure-B” for the purpose of the allotment of Equity Shares by VALSPL.
Kindly take the same on record and display the same on the website of your exchange. This information will also be hosted on the Company’s website at www.verandalearning.com.
Thanks & Regards. For Veranda Learning Solutions Limited
SWAMINADHAN Digitally signed by SWAMINADHAN BALASUNDHAR BALASUNDHARAM AM Date: 2024.12.11 12:19:59 +05'30'
S. Balasundharam Company Secretary & Compliance Officer M. No: ACS-11114
www.verandalearning.com
044 4690 1007
G.R. Complex First floor No.807- 808, Anna Salai, Nandanam, Chennai -600 035 CIN: L74999TN2018PLC125880
Veranda Learning Solutions Limited
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Annexure A – Acquisition of Equity Shares and OCRPS by VALSPL
| Details to be disclosed | Particulars |
|---|---|
| a) Name of the target entity, details in brief such as size, turnover etc.; |
i) Name of Target: BAssure Solutions Private Limited (“BAssure”) ii) Details of the Target: BAssure is a private limited company incorporated under the laws of India and is in the business of providing delivery services with the help of modern software development tools and technologies; and services in areas such as cloud computing, SAAS product engineering, web and mobile apps, data engineering and analytics and Ui / UX cognitive agents. Assets size: INR 1.67 Crores (FY 2023-24) Turnover: INR 2.48 Crores (FY 2023-24) |
| b) Whether the acquisition would fall within related party transaction(s) and whether the promoter/promoter group/group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arms-length”; |
The second tranche acquisition of shares of BAssure does not fall under related party transactions as per provisions of the Companies Act 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The promoter/promoter group/group companies of Veranda Learning Solutions Limited (“VLS”) have no interest in the said acquisition. |
| c) Industry to which the entity being acquired belongs; |
BAssure is engaged in the IT service and IT consulting industry. |
| d) Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity); |
Veranda Administrative Learning Solutions Private Limited’s (“VALS”) (subsidiary of VLS) main objects are to carry on the business of both formal and informal education both organically and by acquisition of entities to train students in both India and abroad for various educational programs including curricular, co-curricular or extra-curricular activities and training for all competitive examinations. Pursuant to the acquisition of BAssure, VALS will hold 90% of equity share capital and 50.53% of Preference share capital of BAssure. |
www.verandalearning.com 044 4690 1007 G.R. Complex First floor No.807- 808, Anna Salai, Nandanam, Chennai -600 035 CIN: L74999TN2018PLC125880
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Veranda Learning Solutions Limited
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e) Brief details of any Not applicable
governmental or
regulatory approvals required for
the
acquisition;
f) Indicative time period for Equity shares representing 86% of the equity share capital of
completion of the BAssure were acquired on the closing date i.e. 31/08/2023
acquisition; (“First Tranche Shares”).
Equity shares representing 4% of the equity share capital of
BAssure and class A optionally convertible redeemable non-
cumulative preference shares (together referred to as
(“Second Tranche Shares”) representing 50.53% of the
preference share capital acquired on 10/12/2024.
The balance equity shares (“Residual Shares”) and class B
optionally convertible redeemable non-cumulative preference
shares (“ Preference Shares ”) together referred to as ( “ Third
Tranche Shares”) shall be acquired on 30 August 2026.
(subject to the necessary approvals as may be required)
g) Nature of consideration - (i) First Tranche Shares - The consideration for the First
whether cash Tranche Shares was paid by way of: (a) cash consideration;
consideration or share swap and and (b) issuance of shares of VALS for the purpose of being
details of the same; exchanged / swapped for equity shares of VLS (“ Share
Swap ”).
(ii) Second Tranche Shares – The consideration for the Second
Tranche Shares paid by way of Share Swap.
(iii) Third Tranche Shares – The consideration for the Third
Tranche Shares will be payable by way of Share Swap.
h) Cost of acquisition or the price (i) First Tranche Shares - INR 2,20,00,899 in cash and INR
at which the shares are acquired; 3,49,99,161 by way of Share Swap.
(ii) Second Tranche Shares - INR 7,49,48,095 Crores for the
Second Tranche Shares by way of Share Swap.
(iii) Third Tranche Shares - The consideration for the Residual
Shares shall be determined based on the valuation of BAssure
being 8 times the EBITDA of BAssure for financial year 2025-
26 and the consideration for the Preference Shares is INR
6,14,00,000; each being payable by way of Share Swap.
i) Percentage of shareholding / VALS acquired 86% of the equity share capital of BAssure
control acquired and / or number pursuant to the acquisition of the First Tranche Shares.
of shares acquired;
[email protected]
www.verandalearning.com
044 4690 1007
G.R. Complex First floor
No.807- 808, Anna Salai,
Nandanam, Chennai -600 035
CIN: L74999TN2018PLC125880
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Veranda Learning Solutions Limited
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VALS acquired 50.53% of the Preference share capital and 4%
of Equity share capital pursuant to the acquisition of the Second
Tranche Shares.
VALS will acquire 100% of the share capital of BAssure
pursuant to the acquisition of the Third Tranche Shares.
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| VALS acquired 50.53% of the Preference share capital and 4% of Equity share capital pursuant to the acquisition of the Second Tranche Shares. VALS will acquire 100% of the share capital of BAssure pursuant to the acquisition of the Third Tranche Shares. |
VALS acquired 50.53% of the Preference share capital and 4% of Equity share capital pursuant to the acquisition of the Second Tranche Shares. VALS will acquire 100% of the share capital of BAssure pursuant to the acquisition of the Third Tranche Shares. |
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| 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); |
Brief background: BAssure is in the business of providing delivery services with the help of modern software development tools and technologies. BAssure provides services in areas including cloud computing, SAAS product engineering, web and mobile apps, data engineering and analytics and Ui / UX cognitive agents. BAssure is engaged in the IT service and IT consulting industry. Date of incorporation:April 25, 2016 Turnover of last 3 years: FY 2021-22: INR 1.55 Crores FY 2022-23: INR 5.45 Crores FY 2023-24: INR 2.48 Crores Country in which the acquired entity has presence: India |
www.verandalearning.com 044 4690 1007 G.R. Complex First floor No.807- 808, Anna Salai, Nandanam, Chennai -600 035 CIN: L74999TN2018PLC125880
Veranda Learning Solutions Limited
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Annexure – B – Issuance and allotment of Equity Shares by VALSPL
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Sl. Details to be disclosed Particulars
No.
a Type of securities proposed to be Equity shares
issued
b Type of issuance Preferential allotment
c Total number of securities The total number of equity shares issued and
proposed to be issued or total allotted 74,94,808 equity shares at Rs.10 per
amount for which securities will share (at par)
be issued (approx.)
d In case of preferential issue, the listed entity shall disclose the following
additional details:
1.Names of the investors 1. Arappan Duraisamy
2. Rameshkumar Balasubramanian
3. Sanctum Trading Corporation Private
Limited
2.Post allotment of securities - Detail Description
outcome of the subscription, issue Post allotment of 74,94,808 equity
price/allotted price (in case of securities shares
convertibles), number of Outcome of the Fully subscribed
investors subscription
Issue price/allotted ₹10 per share
price
Number of 3
investors
3.In case of convertibles - Not applicable
intimation on conversion of
securities or lapse of tenure
e In case of bonus issue, the listed Not applicable
entity shall disclose the following
additional details:
f In case of issuance of depository Not applicable
receipts (ADR/GDR) or FCCB, the
listed entity shall disclose the
following additional details:
g In case of issuance of debt Not applicable
securities or other non-
convertible securities, the listed
entity shall disclose the following
additional details:
h Any cancellation or termination of Not applicable
proposal for issuance of
securities including reasons
thereof
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www.verandalearning.com 044 4690 1007 G.R. Complex First floor No.807- 808, Anna Salai, Nandanam, Chennai -600 035 CIN: L74999TN2018PLC125880