Veranda Learning Solutions Limited — Capital/Financing Update 2024

Jan 12, 2024

Veranda Learning Solutions Limited

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12[th] January 2024

To To The Secretary The Manager, BSE Limited Listing Department, Phiroze Jeejeebhoy Towers, National Stock Exchange of India Dalal Street, Limited Mumbai - 400 001 Exchange Plaza, C-1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051 Scrip Code: 543514 Scrip Code: VERANDA

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 Subsidiary

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform you that Veranda XL Learning Solutions Private Limited (“VXL”), a subsidiary of our company, has entered into definitive agreements/binding term sheets for the acquisition of Tapasya Educational Institutions Private Limited (CIN: U80903TG2016PTC113156) (“Tapasya”).

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 “AnnexureA ”.

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

Thanks & Regards

For Veranda Learning Solutions Limited

M Digitally signed by M ANANTHARAMAKRISHN ANANTHARAMAKRISHNAN Date: 2024.01.12 12:51:53 AN +05'30' M Anantharamakrishnan Company Secretary & Compliance Officer M. No: ACS-7187

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contact@verandalearning.co m www.verandalearning.com

+91 44 4296 7777 34,Thirumalai Road, T.Nagar, Chennai, Tamil Nadu-600017 CIN: L74999TN2018PLC125880

Annexure-A
Particulars
a) Name of the target entity, details in brief such as size, turnover etc.;	Tapasya Educational Institutions Private Limited (“Tapasya”) Assets size: INR 51.43 Crores (FY 2022-23) Turnover: INR 27.02 Crores(FY 2022-23)
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 acquisition of shares of Tapasya 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 the Company have no interest in the said acquisition.
c) Industry to which the entity being acquired belongs;	Tapasya belongs to the education 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 XL Learning Solutions Private Limited’s (subsidiary of Veranda Learning Solutions Limited) 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. The acquisition of Tapasya is in line with and is a natural extension of the business of the acquiringentityand the VLSgroup.
e) Brief details of any governmental or regulatory approvals required for the acquisition;	Not applicable
f) Indicative time period for completion of the acquisition;	50% of the share capital of Tapasya (“First Tranche”) will be acquired on or before 31/03/2024. 1% of the share capital (“Second Tranche”) will be acquired in April 2024 and the remaining share capital (“Third Tranche”) shall be acquired on or around expiry of 4 years from the date of First Tranche acquisition.
g) Nature of consideration - whether cash consideration or share swap and details of the same;	Cash consideration
h) Cost of acquisition or the price at which the shares are acquired;	(i) INR 120.00 Crores for the First Tranche_plus_an additional consideration may be paid based on net current assets of Tapasya as of a date on or around the date of acquisition of the First Tranche; (ii) INR 2.40 Crores for the Second Tranche_plus_an additional consideration may be paid based on net current assets of Tapasya as of a date on or around the date of acquisition of the Second Tranche; and (iii) consideration payable for the Third Tranche is to be determined based on the performance of Tapasya for the period 1st January 2027 to 31stDecember 2027 with a floor price of INR 240.00 Crores_plus_an additional consideration is to be paid based on the free cash flows of Tapasya from financial year 2023-24 and up to the date on or around of acquisition of the Third Tranche.

i) Percentage of shareholding / control acquired and / or number of shares acquired;

The entire share capital of Tapasya is being acquired in three tranches as per timelines mentioned above in (f).

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);

Tapasya provides services in various areas to junior colleges, colleges and other educational institutions in Bengaluru and Hyderabad, operating either physically, digitally or by other means. Tapasya was incorporated on 28thNovember 2016 and is based in India. Last 3 (three) years turnover of business acquired: FY 2020-21: INR 11.82 Crores FY 2021-22: INR 20.80 Crores FY 2022-23: INR 27.02 Crores