Veranda Learning Solutions Limited — Capital/Financing Update 2024

Apr 18, 2024

Veranda Learning Solutions Limited

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18[th] April 2024

ToThe SecretaryBSE LimitedPhiroze Jeejeebhoy Towers,Dalal Street,Mumbai - 400 001Scrip Code: 543514	ToThe Manager,Listing Department,National Stock Exchange of India LimitedExchange Plaza, C-1, G Block, Bandra-KurlaComplex, Bandra (East), Mumbai – 400 051Scrip Code: VERANDA

Sub: Intimation under Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

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 XL Learning Solutions Private Limited (“Subsidiary”) (“Transferee Company”) having entered into a Business Transfer Agreement (“BTA”) dated: 18[th] April 2024 with Logic Management Training Institutes Private Limited (“Transferor Company”), for the acquisition of the Business Undertaking of the transferor on the Transfer Date to 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 as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September 2015 are enclosed as “Annexure – A”.

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

Thanking you. Yours faithfully, For Veranda Learning Solutions Limited

M Digitally signed by M ANANTHARAMAKRISH ANANTHARAMAKRISHNAN Date: 2024.04.18 11:27:25 NAN +05'30' M Anantharamakrishnan Company Secretary & Compliance Officer M. No: ACS-7187

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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

ANNEXURE-A

Particulars

Particulars
a) Name of the target entity, details inbrief such as size, turnover etc.;		Acquisition of Business from: Logic ManagementTraining Institutes Private Limited (“the TransferorCompany”).The Transferor Company has been engaged in thebusiness of providing training of students forcompetitive examinations such as CA/CMA-India/CS/CMS-USA/ACCA/BCom plusACCA/EA/CFA;Regd Off: 4th Floor, Metropolis building, Civil Lineroad, Palarivottam, Kochi - 682025Authorised capital:Rs. 5,00,000/- (Rupees Five Lakhs Only)Paid up Capital:Rs. 5,00,000/- (Rupees Five Lakhs Only)Financial SummaryFor22-23:In. Rs. LakhsRevenue fromOperations1,559.15Profit before tax130.22Profit after tax91.77
			In. Rs. Lakhs
		Revenue fromOperations	1,559.15
		Profit before tax	130.22
		Profit after tax	91.77
b) Whether the acquisition would fallwithin related party transaction(s) andwhether the promoter/promoter group/group companies have any interest in theentity being acquired? If yes, nature ofinterest and details thereof and whetherthe same is done at “arms-length”;		Pursuant to Business Transfer Agreement dated18thApril 2024 with respect to transfer of businessbetween Logic Management Training InstitutesPrivate Limited (“the Transferor Company”) andVeranda XL Learning Solutions Private Limited ( “theTransferee Company”), this business transfer is nota related party transaction. The Promoter andPromoter Group are not interested in the BusinessTransfer Agreement.
c) Industry to which the entity beingacquired belongs;		Logic Management Training Institutes PrivateLimited (“the Transferor Company”) has beenengaged in the business of providing training ofstudents for competitive examinations such asCA/CMA-India/CS/CMS-USA/ACCA/BCom plusACCA/EA/CFA;
d) Objects and effects of acquisition(including but not limited to, disclosure ofreasons for acquisition of target entity, ifits business is outside the main line ofbusiness of the listed entity);		Acquisition of Logic Training Institute PrivateLimited by way of BTA enables Veranda to expandits market reach.
e) Brief details of any governmental orregulatory approvals required for theacquisition;		NA
f) Indicative time period for completion ofthe acquisition;		The Business is acquired with effect from 1st April,2024. However, the payout of consideration isstructured in tranches, details of which are providedintheresponse to point (h) below.

Particulars
g) Nature of consideration - whether cashconsideration or share swap and details ofthe same;	The Consideration with respect to business transfershall be in the form of cash and shares, at thediscretion of the Transferee company
h) Cost of acquisition or the price at whichthe shares are acquired;	Considerationforthebusinessundertakingacquired from Transferor Company is to be paid ona deferred basis, in tranches consisting of annualinstalments of an amount equivalent to 50% of theoperational EBITDA of transferor company for thesaid year for the FY 2024-25 to FY 2028-29. The lasttranche payout will be payable in FY 2029-30equivalent of 5x the operational EBITDA of FY 2028-29. The total payout to be paid to Transferorcompany is to be made after adjusting / deductingyearly pay-outs paid to Transferor company. Thetotal Payout has a Floor of Rs. 46 Crores and amaximum Cap of Rs. 75 Crores. The Floor and Capamount would be applicable on the fulfilment ofconditionsintheBTA
i) Percentage of shareholding / controlacquired and / or number of sharesacquired;	N.A.
j) Brief background about the entityacquired in terms of products/line ofbusiness acquired, date of incorporation,history of last 3 years turnover, country inwhich the acquired entity has presenceand any other significant information (inbrief);	Logic Management Training Institutes PrivateLimited (“the Transferor Company”) incorporated on18th June 2010 and has been engaged in thebusiness of providing training of students forcompetitiveexaminationssuchasCA/CMA-India/CS/CMS-USA/ACCA/BComplusACCA/EA/CFA;Last Three Years TurnoverFY 2022-23 - 1,559.12 LakhsFY 2021-22 - 1,534.69 LakhsFY2020-21 - 750.64 Lakhs