Veranda Learning Solutions Limited — Capital/Financing Update 2025

Jul 3, 2025

July 03, 2025

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Veranda Learning Solutions Limited

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

Dear Sir/Madam,

Sub: Intimation of Allotment of Equity Shares pursuant to the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “SEBI ICDR Regulations”) and applicable provisions of the Companies Act, 2013 and the rules made thereunder (the “Preferential Issue”)

Ref: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI Listing Regulations”)

This is with reference to the In-principle approval granted by your good offices vide BSE letter No. LOD/PREF/AM/FlP/425/2025-26 dated July 01,2025, and NSE Letter No. NSE/LIST/48681 dated July 01,2025.

Further to our earlier intimation dated May 17, 2025, and pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Allotment Committee of the Company, at its meeting held today i.e. July 03, 2025, has approved the allotment of 11,85,984 (Eleven Lakh Eighty-Five Thousand Nine Hundred Eighty-Four) fully paid up equity shares of the Company having a face value of Rs.10/- (Rupees Ten Only) each at an issue price of Rs. 221/- (Rupees Two Hundred and Twenty-One Only) per equity share including a premium of Rs. 211/- (Rupees Two Hundred and Eleven Only) per equity share, for an amount aggregating to Rs. 26,21,02,464 /- (Rupees Twenty-Six Crore Twenty-One Lakh Two Thousand Four Hundred Sixty-Four only) by way of Preferential Issue for consideration other than cash (i.e.) being consideration for acquisition of 1,059 (One Thousand Fifty-Nine) equity shares of Rs. 10/- each of BB Publication Private Limited (“ BB Publication ”).

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Veranda Learning Solutions Limited

As a result of the above allotment, the Company now holds 51% of the fully diluted equity share capital of BB Publication.

The details of pre and post allotment paid-up equity share capital of the Company are as follows:

Particulars	No. of Equity Shares	Amount (in Rs.)
Pre-allotment paid up share capital	7,65,45,114	76,54,51,140
Post allotment paid up share capital	7,77,31,098	77,73,10,980

The Equity Shares allotted shall be locked in as per the applicable provisions of Chapter V of the SEBI ICDR Regulations.

The requisite details as required in terms of SEBI circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are provided as Annexure I.

Kindly take the same on record and display the same on the website of your exchange. This information will also be available on the Company's website at https://www.verandalearning.com/web/index.php/stock-exchange-intimations

Thanks & Regards For Veranda Learning Solutions Limited

SWAMINADHAN Digitally signed by SWAMINADHAN BALASUNDHARAM BALASUNDHARAM Date: 2025.07.03 20:14:18 +05'30'

S. Balasundharam Company Secretary & Compliance Officer M. No: ACS-11114

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Veranda Learning Solutions Limited

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Annexure I

Information as per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Issuance of Securities:

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Sr. Particulars of Details of Securities
No. Securities
a) Type of securities Equity Shares
b) Type of issuance Preferential Issue for consideration other than cash in
accordance with Chapter V of the SEBI ICDR Regulations
and other applicable law
c) Total number of 11,85,984 (Eleven Lakh Eighty-Five Thousand Nine
securities issued or Hundred Eighty-Four) fully paid-up equity shares of the
the total amount for Company having a face value of Rs.10/- (Rupees Ten
which the securities Only) each at an issue price of Rs. 221/- (Rupees Two
will be issued. Hundred and Twenty-One Only) per equity share
including a premium of Rs. 211/- (Rupees Two Hundred
and Eleven Only) per equity share, for an amount
aggregating to Rs. 26,21,02,464 /- (Rupees Twenty-Six
Crore Twenty-One Lakh Two Thousand Four Hundred
Sixty-Four only) by way of Preferential Issue for
consideration other than cash (i.e.) being consideration
for acquisition of 1,059 (One Thousand Fifty-Nine) equity
shares of Rs. 10/- each of BB Publication Private Limited
(“ BB Publication ”).
In case of preferential issue the listed entity shall disclose the following
additional details to the stock exchange(s):
i Name of the Enclosed as Annexure II
Investors
ii. Post Allotment of 11,85,984 (Eleven Lakh Eighty-Five Thousand Nine
securities - Hundred Eighty-Four) fully paid-up equity shares of the
outcome of the Company having a face value of Rs.10/- (Rupees Ten
subscription, issue Only) each at an issue price of Rs. 221/- (Rupees Two
price / allotted Hundred and Twenty-One Only) per equity share
price (in case of including a premium of Rs. 211/- (Rupees Two Hundred
convertibles) and Eleven Only) per equity share for an amount
aggregating to Rs. 26,21,02,464 /- (Rupees Twenty-Six
Crore Twenty-One Lakh Two Thousand Four Hundred
-
Sixty Four only)
iii. No. of Investors 01 (One)
iv. In case of Not Applicable
convertibles -
intimation on
conversion of
securities or on
lapse of the tenure
of the instrument;
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Veranda Learning Solutions Limited

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Annexure II

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Sr. Name of the Category of No. of Amount (in Rs.) (Other
No. Allottees the Allottees Equity than Cash)
Shares
allotted
1. Bhanwar Lal Borana Non -Promoter 11,85,984 26,21,02,464
(Individual)
Total 11,85,984 26,21,02,464
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