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Veranda Learning Solutions Limited Capital/Financing Update 2025

Jul 28, 2025

59607_rns_2025-07-28_30443484-32fd-42d6-a358-b3403f39d43d.pdf

Capital/Financing Update

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Veranda Learning Solutions Limited

July 28,2025

BSE Limited National Stock Exchange of India Limited Dept of Corporate Services, The Listing Department, Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Dalal Street, Fort, Kurla Complex, Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 543514 Symbol: VERANDA

Dear Sir / Madam,

Sub: Outcome of Board Meeting held on July 28,2025

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

This is with reference to our letter dated July 23, 2025, we wish to inform you that the Board of Directors of the Company (the “Board”), at its meeting held today, i.e. July 28, 2025, commenced at 11:30 A.M. and concluded at 12:15 P.M., has inter-alia :

  1. Approved the acquisition of 24% equity stake held by existing shareholder in Veranda XL Learning Solutions Private Limited (“VXL”). Upon completion of this acquisition, VXL will become a Wholly owned subsidiary of the Company. The acquisition will be executed through a combination of cash consideration and a share swap.

The details in this regard, pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are enclosed as Annexure A to this letter.

  1. Approved the Issuance of equity shares to existing shareholder of Veranda XL Learning Solutions Private Limited (“VXL”) as consideration other than cash for acquisition of 12% of the equity share capital, on fully diluted basis, of VXL, on a preferential basis, in accordance with Chapter V of SEBI ICDR Regulations, Companies Act, 2013 and other applicable laws.

The details in this regard, pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are enclosed as Annexure B to this letter.

  1. Pursuant to the approval given by the Members of the Company vide Special Resolution at the 6[th ] Annual General Meeting held on September 27, 2024, approved the issuance of up to 5,000 Secured, redeemable, un-rated and unlisted Non-Convertible Debentures having a face value of INR 1,00,000 (Rupees One lakh) each, aggregating up to an amount of INR 50 crores on a Private Placement basis in one or more tranches in

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[email protected] 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

accordance with the provisions of Companies Act, 2013, the rules framed thereunder and other applicable Regulations.

The details in this regard, pursuant to Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, is enclosed as Annexure C to this letter.

  1. Approved the Notice convening an Extra-Ordinary General Meeting (EGM) of the shareholders of the Company, to be held on Monday, August 25, 2025, seeking shareholders’ approval, in compliance with the applicable laws, rules, and regulations.

The notice of the said EGM shall be submitted to Stock Exchanges in due course in compliance with the provisions of the SEBI Listing Regulations.

  1. Accorded its in-principle approval to Demerge Commerce Vertical under a scheme of arrangement as recommended by the Restructuring Committee at its meeting held on July 23, 2025, and Audit committee at its meeting held today, i.e. July 28, 2025.

  2. The scheme of arrangement will be submitted to the Board's approval in due course, subject to the approval of the Committees of the Board constituted.

  3. Approved the incorporation of a wholly owned subsidiary (“WOS”) of the Company to progress the proposed reorganisation as aforesaid. The details in respect of the said WOS, is enclosed as Annexure D to this letter.

The aforesaid information(s) are also hosted on the website of the Company viz. - https://www.verandalearning.com/web/index.php/board meetings

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

Thanks & Regards

For Veranda Learning Solutions Limited

Digitally signed by SWAMINADHAN BALASUNDHARAM SWAMINADHAN BALASUNDHARAM Date: 2025.07.28 12:28:24 +05'30' S Balasundharam Company Secretary & Compliance Officer M. No: ACS-11114

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[email protected] 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

Veranda Learning Solutions Limited

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Annexure A

Annexure A
Details to be disclosed Particulars
a) Name of the target entity,
details in brief such as size,
turnover etc.;		 i)Name of Target:Veranda XL Learning Solutions Private
Limited (“VXL”)
ii)Details of the Target:VXL is a private limited company
incorporated under the laws of India and is in the business of
providing online and offline coaching for professional courses in
relation to Chartered Accountant (CA), Company Secretary,
Cost
and
Management
Accountant
(CMA)
and
other
international Courses.
iii)Assets size of the Target: INR 57,047.47 lakhs (FY 2024-
25)
iv)Turnover of the Target: INR 12,793.36 lakhs (FY 2024-
25)
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 VXL from Mr. JK shah would fall
under Related Party Transactions (RPT).
In the event of preferential issue of shares subject to
Compliance of the SEBI ICDR Regulations, the same is not an
RPT and entire acquisition of 24%, is / will be done/ carried out
at arm’s length basis.
Nature of Interest: Mr Jitendra Kantilal Shah is a Director of
VLS
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;		 VXL is engaged in 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);		 VLS’s 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 VXL, VLS will hold 100% of equity
share capital of VXL.

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Veranda Learning Solutions Limited
Not applicable
The acquisition is expected to be completed by December 31,
2025
The consideration for the acquisition is payable by way of: (a)
share swap of equity shares of VLS; and (b) cash consideration
The consideration payable for the acquisition shall be the
aggregate of: (a) INR 50 Crores by way of share swap of equity
shares of VLS; and (b) INR 50 crores by Cash.
VLS acquired 76% of the equity share capital of VXL pursuant
to the acquisition of First Tranche Shares.
VLS will acquire 24% of the Equity share capital of VXL in the
current transaction.
Further, post completion of the aforesaid acquisition, the
Company will hold 100% of the equity share capital, on fully
diluted basis, of VXL.
Brief background:VXL is a pioneer in coaching the CA, CS,
and CMA aspirants in India, and is one of the largest test-prep
organisations in India.
Line of business: Education Industry
Date of incorporation:04/01/2019
Turnover of the last 3 years:
FY 2022-23: INR 3,035.81 lakhs
FY 2023-24: INR 10,728.95 lakhs
FY 2024-25: INR 12,793.36 lakhs
Country in which the acquired entity has presence:
India
e)
Brief
details
of
any
governmental
or
regulatory
approvals
required
for
the
acquisition;		 Not applicable
f)
Indicative
time
period
for
completion
of
the
acquisition;		 The acquisition is expected to be completed by December 31,
2025
g)
Nature
of
consideration
-
whether
cash
consideration or share swap and
details of the same;		 The consideration for the acquisition is payable by way of: (a)
share swap of equity shares of VLS; and (b) cash consideration
h) Cost of acquisition or the price
at which the shares are acquired;		 The consideration payable for the acquisition shall be the
aggregate of: (a) INR 50 Crores by way of share swap of equity
shares of VLS; and (b) INR 50 crores by Cash.
i) Percentage of shareholding /
control acquired and / or number
of shares acquired;		 VLS acquired 76% of the equity share capital of VXL pursuant
to the acquisition of First Tranche Shares.
VLS will acquire 24% of the Equity share capital of VXL in the
current transaction.
Further, post completion of the aforesaid acquisition, the
Company will hold 100% of the equity share capital, on fully
diluted basis, of VXL.
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:VXL is a pioneer in coaching the CA, CS,
and CMA aspirants in India, and is one of the largest test-prep
organisations in India.
Line of business: Education Industry
Date of incorporation:04/01/2019
Turnover of the last 3 years:
FY 2022-23: INR 3,035.81 lakhs
FY 2023-24: INR 10,728.95 lakhs
FY 2024-25: INR 12,793.36 lakhs
Country in which the acquired entity has presence:
India

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[email protected] 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 B

Sr. No Particulars Details
a) Type
of
securities proposed
to be issued		 Equity Shares
b) Type of issuance Preferential Issue in accordance with Chapter V of
the SEBI ICDR Regulations and other applicable law
c) Total
number
of
securities
proposed to be issued or the total
amount for which the securities
will be issued		 20,16,124 fully paid-up equity shares of the
Company having a face value of Rs.10/- (Rupees Ten
Only) each at a price of Rs. 248/- (Rupees Two
Hundred and Forty-Eight Only) per equity share
(Including a premium of Rs. 238/- (Rupees Two
Hundred and ThirtyEight Only) per equityshare.
in case of preferential issue, the listed entity shall disclose the following additional details
to the stock exchange(s):
d) Name of the Investors Mr. Jitendra Kantilal Shah
e) Post
Allotment
of
Securities:
Outcome of Subscription		 Not Applicable
f) Issue Price Rs. 248/- (Rupees Two Hundred and Forty-Eight
Only) per equityshare
g) Number of Investors 1
h) In case of convertibles, intimation
on conversion of securities or on
lapse
of
the
tenure
of
the
instrument		 Not Applicable
i) any cancellation or termination of
proposal for issuance of securities
including reasons thereof.		 Not Applicable

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[email protected] 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 C

Sl. No Particular Details
a) Size of the Issue Amount up to INR 50 Crores with each Non
convertible Debenture (NCD) having face value
each of Rs. 1,00,000 (One Lakh)
b) whether proposed to be listed?
If yes, name of the stock
exchange(s);		 No. The NCDs are unlisted.
c) tenure of the instrument -date
of allotment and date of
maturity;		 Tenure: Upto 1 year and 1 day
Date of allotment: As may be decided by the
Company
Date of Maturity: 1 year and 1 day from the
deemed date of allotment.
d) coupon/interest offered,
schedule of payment of
coupon/interest and
principal;		 Coupon: 0.001% p.a
Schedule of payment of coupon/interest
and principal: annually
e) charge/security, if any, created
over the assets		 A first ranking pledge over the equity shares
held by VLS in BB Publication Private Limited to
the extent of issue size.
f) special right/interest/privileges
attached to the instrument and
changes thereof		 Not Applicable
g) delay in payment of interest /
principal amount for a period of
more than three months from the
due date or default in payment of
interest / principal		 Not Applicable
h) details of any letter or comments
regarding
payment/non
-
payment of interest, principal on
due dates, or any other matter
concerning the security and /or
the
assets
along
with
its
comments thereon, if any		 Not Applicable
i) details of redemption of
preference shares indicating
the manner of redemption
(whether out of profits or out of
fresh issue) and
debentures

Not Applicable

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[email protected] www.verandalearning.com +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 D

Annexure D
Details to be disclosed Particulars
a) Name of the target entity, details in brief
such as size, turnover etc.;		 Name of the wholly owned subsidiary proposed to
be incorporated is “ J.K. Shah Commerce Education
Limited (“WOS”).
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”;		 WOS will be a related party of the Company upon
incorporation .
The promoter/promoter group/group companies of
Veranda Learning Solutions Limited (“VLS”) have no
interest in the aforesaid.
VLS will have 100% holding in J.K. Shah Commerce
Education Limited.
c) Industry to which the entity being
acquired belongs;		 Commerce Vertical
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);		 To progress the reorganisation of the Commerce
Vertical which is currently under evaluation by the
Board of the Company.
e) Brief details of any governmental or
regulatory
approvals
required
for
the
acquisition;		 None
f)
Indicative
time
period
for
completion
of
the
acquisition;		 Application for incorporation of the WOS is in the
process of being filed and will be completed once the
Ministry
of
Corporate
Affairs
approves
the
incorporation of the WOS.
g) Nature of consideration - whether cash
consideration or share swap and details of
the same;		 The Company will be paying cash consideration to
WOS towards subscription of shares of face value of
INR 10 /- each at par, not exceeding INR 10,000.
h) Cost of acquisition or the price at which
the shares are acquired;		 As mentioned above.
i) Percentage of shareholding / control
acquired and / or number of shares
acquired;		 The Company will own 100% of the issued and
subscribed share capital of the WOS at the time of
incorporation.

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[email protected] 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

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);

As mentioned above, the WOS will be newly incorporated, with main object being Commerce education business.

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[email protected] 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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