Veranda Learning Solutions Limited — Capital/Financing Update 2025

Jul 22, 2025

Veranda Learning Solutions Limited

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	July 22, 2025
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

Dear Sir/Madam,

Sub: Disclosure of the details of allotment in the Issue (as defined hereinafter) by Veranda Learning Solutions Limited (the “Company”) in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements), 2015, as amended (the “SEBI Listing Regulations”)

Ref: Qualified institutions placement of equity shares of face value of INR 10 each ( “Equity Shares”) by the Company under Chapter VI of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”), and Sections 23(1)(b), 42 and 62(1)(c) of the Companies Act, 2013 and the rules made thereunder, each as amended (the “Issue”)

In continuation of our earlier letters dated July 17,2025 and July 22,2025 on the captioned subject, we wish to inform you that, in respect of the Issue, the Qualified Institution Placement Committee (“Committee”) at its meeting held today, i.e., Tuesday, July 22, 2025, has inter alia , approved the allotment of 1,58,71,173 Equity Shares of face value of INR 10 each to eligible qualified institutional buyers at an issue price of INR 225.20 per Equity Share (including a premium of INR 215.20 per Equity Share), (which includes a discount of 4.95% on the floor price, as determined in terms of the SEBI ICDR Regulations), against the floor price of INR 236.92 per Equity Share, aggregating to INR 3,57,41,88,159.60 (Three Hundred Fifty-Seven Crore Forty-One Lakh Eighty-Eight Thousand One Hundred Fifty-Nine and Sixty Paise Only) pursuant to the Issue.

The Issue opened on July 17,2025 and closed on July 22,2025 and the same was intimated to you through our letters dated July 17,2025 and July 22,2025 respectively.

Pursuant to the allotment of Equity Shares in the Issue, the paid-up Equity Share capital of the Company stands increased from INR 77,73,10,980 consisting of 7,77,31,098 Equity Shares of face value INR 10 each to INR 93,60,22,710 consisting of 9,36,02,271 Equity Shares of face value INR 10 each. The shareholding pattern of the Company before and after the issue will be submitted along with listing application in the format specified in Regulation 31 of the SEBI Listing Regulations.

Further, find attached herewith the list of allottees who have been allotted more than 5% of the Equity Shares offered in the Issue, marked as Annexure 1 and press release marked as Annexure 2.

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contact@verandalearning.com www.verandalearning.com

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+91 44 4690 1007

G.R. Complex First floor No.807808, Anna Salai, Nandanam, Chennai -600 035

CIN: L74999TN2018PLC125880

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Veranda Learning Solutions Limited

The information as required under Regulation 30 of the SEBI Listing Regulations read with Schedule – III part- A to the SEBI Listing Regulations and SEBI Master circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, each as amended is as follows:

Type of securities issued and allotted (viz. equity shares, convertibles etc.)	Equity Shares
Type of Issuance (further public offering, rights issue, depository receipts (ADR/GDR), qualified institutions placement, preferential allotment etc.)	Qualified Institutions Placement
Total no. of securities issued	1,58,71,173 Equity Shares of face value INR 10 each at a price of INR 225.20 per Equity Share (including a premium of INR 215.20 per Equity Share)
Total amount for which the securities have been issued (approximately)	INR 3,57,41,88,159.60 (Three Hundred Fifty-Seven Crore Forty-One Lakh Eighty- Eight Thousand One Hundred Fifty-Nine and Sixty Paise Only)

The meeting of the Committee commenced at 9.15 P.M. and concluded at 9.45 P.M.

We request you to kindly take this on records, and the same be treated as compliance under the applicable regulations of the SEBI Listing Regulations.

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

Thanking you, For Veranda Learning Solutions Limited

Digitally signed by SWAMINADHAN SWAMINADHAN BALASUNDHARAM BALASUNDHARAM Date: 2025.07.22 23:23:48 +05'30' S Balasundharam Company Secretary & Compliance Officer M. No: ACS-11114

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contact@verandalearning.com www.verandalearning.com

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+91 44 4690 1007 G.R. Complex First floor No.807808, Anna Salai, Nandanam, Chennai -600 035 CIN: L74999TN2018PLC125880

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Veranda Learning Solutions Limited

Annexure 1

List of allottees who have been allotted more than 5% of the equity shares offered in the

issue

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SR Name of the Allottees Categor No. of Issue Percen PAN Clubbed Percentage
No. y Shares Price tage Shares (PAN Clubbed)
Allotted (%) (5 % and
above)
TRUST MUTUAL FUND –
TRUST MF FLEXI CAP FUND MF 4,44,050 225.20 2.80%
1 8,88,099 5.60%
TRUST MUTUAL FUND –
TRUST MF SMALL CAP FUND MF 4,44,049 225.20 2.80%
AUTHUM INVESTMENT AND
2 INFRASTRUCTURE LIMITED SI-NBFC 71,04,795 225.20 44.77% 71,04,795 44.77%
NECTA BLOOM VCC - REGAL
3
FUND FPI 17,76,198 225.20 11.19% 17,76,198 11.19%
4 SAINT CAPITAL FUND FPI 13,32,149 225.20 8.39% 13,32,149 8.39%
RESONANCE
5
OPPORTUNITIES FUND FPI 8,88,099 225.20 5.60% 8,88,099 5.60%
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contact@verandalearning.com www.verandalearning.com

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+91 44 4690 1007 G.R. Complex First floor No.807808, Anna Salai, Nandanam, Chennai -600 035 CIN: L74999TN2018PLC125880

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Veranda Learning Solutions Limited

Annexure 2

‑ Veranda Learning Completes First Ever QIP—₹357 Cr Raised to Reduce Debt and Fuel Growth

Chennai, July 22, 2025: Veranda Learning Solutions Limited (BSE: 543514 | NSE: VERANDA), a listed education company offering end-to-end learning solutions across the education value chain, has successfully completed its first-ever Qualified Institutional Placement (QIP) , raising ₹357.42 crores through the issuance of 1,58,71,173 equity shares of face value ₹10 each.

The QIP witnessed strong participation from notable domestic and global institutional investors including Authum Investment, Trust Mutual Fund, Resonance Opportunities Fund, Necta Bloom VCC, Saint Capital Fund , among many other long only investors. The robust demand reflects broad endorsement of Veranda’s differentiated multi-vertical education model and its longterm growth strategy. Shareholder approval for the QIP was secured at the Extraordinary General Meeting held on June 10, 2025.

Systematix Corporate Services acted as the sole Book-Running Lead Manager for the transaction.

Mr. Suresh Kalpathi , Executive Director and Chairman of Veranda Learning Solutions Limited, commented: “This QIP marks a pivotal step towards achieving financial agility and operational scale. A large portion of the proceeds will be used to deleverage our balance sheet, including repayment of the Ascertis Credit facility, significantly improving our debt profile. The remainder will be invested in strategic growth initiatives across our verticals, aimed at unlocking long-term shareholder value.”

Key Transaction Highlights:

• Total Capital Raised: ₹357.42 crore

• Shares Issued: 1,58,71,173 equity shares

• Floor Price: ₹236.92 per share

• Issue Price: ₹225.20 per share

• Shareholder Approval: Secured on June 10, 2025

Use of Proceeds:

1. Debt Reduction (Primary Focus): Approximately ₹310 crore will be allocated to repay Non-Convertible Debentures (NCDs) issued to Ascertis Credit (Formerly Barings Private Equity Asia) in March and April 2024.

2. General Corporate Purposes: Funds will also be allocated to enhance technological infrastructure, invest in content development, payment of deferred consideration obligations and improve platform scalability.

Strategic & Financial Impact:

• Improved Capital Structure: Meaningful reduction in debt load enables higher financial flexibility and strengthens the balance sheet ahead of the next growth cycle.

• Strengthened Investor Base: The QIP has helped broaden the institutional investor base, setting the stage for improved stock liquidity and market visibility.

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contact@verandalearning.com www.verandalearning.com

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+91 44 4690 1007

G.R. Complex First floor No.807808, Anna Salai, Nandanam, Chennai -600 035 CIN: L74999TN2018PLC125880

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Veranda Learning Solutions Limited

Safe Harbour:

This press release contains forward-looking statements based on the current beliefs, expectations, and assumptions of the management of Veranda Learning Solutions. Actual results may differ materially from those suggested in these statements due to various risks and uncertainties. The company undertakes no obligation to update such forward-looking statements unless required by applicable laws.

About Veranda Learning Solutions:

Founded in 2018 by the Kalpathi AGS Group, Veranda Learning Solutions Limited has emerged as a prominent publicly listed education technology company with a presence across schools, test prep, study abroad, software upskilling, and higher education. Its differentiated pedagogy, multi-modal delivery, and commitment to student outcomes have driven rapid expansion across India. Veranda’s vision is to democratize high-quality education at scale using technology, robust academic frameworks, and outcome-driven models.

For more information, visit: www.verandalearning.com

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contact@verandalearning.com www.verandalearning.com

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+91 44 4690 1007

G.R. Complex First floor No.807808, Anna Salai, Nandanam, Chennai -600 035

CIN: L74999TN2018PLC125880