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Veranda Learning Solutions Limited Capital/Financing Update 2025

May 17, 2025

59607_rns_2025-05-17_f7c2c380-1ac5-4554-8f2b-370151eef389.pdf

Capital/Financing Update

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Veranda Learning Solutions Limited

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May 17,2025

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 May 17,2025

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 May 14, 2025, we wish to inform you that the Board of Directors of the Company (the “Board”), at its meeting held today, i.e. May 17, 2025, commenced at 12:00 P.M. and concluded at 12:30 P.M., has inter-alia considered and approved the following matters:

  1. Seeking shareholders’ approval for the increase in the authorised share capital of the Company from INR 100 crores (One Hundred Crores) to INR 110 crores (One Hundred and Ten Crores), and the consequent alteration in the Memorandum of Association of the Company.

  2. Raising funds by way of issuance of equity shares of the Company (Equity Shares) having face value of Rs. 10/- each, for an aggregate amount not exceeding INR 500 Crores (Rupees Five Hundred Crores only) (inclusive of such premium to the market price permitted under applicable law) by way of qualified institutions placement (“QIP”) in one or more tranches, subject to such regulatory/statutory approvals as may be required and the approval of shareholders of the Company.

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 A to this letter.

  1. Constitution of QIP Committee of the Board of Directors of the Company for dealing with all matters pertaining to the proposed fund raising.

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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

  1. Issuance of equity shares to existing shareholder of BB Publication Private Limited (“BB Publication”) as consideration other than cash for acquisition of 10.59% of the equity share capital, on fully diluted basis, of BB Publication, 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, is enclosed as Annexure B for Acquisition and Annexure C for Issuance of shares to this letter.

  1. Issuance of equity shares to existing shareholders of Veranda Administrative Learning Solutions Private Limited ("VALSPL") as consideration other than cash for acquisition of 24.14 % of the equity share capital, on fully diluted basis, of VALSPL, 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, is enclosed as Annexure D for Acquisition and Annexure E for Issuance of shares to this letter.

  1. the Notice convening an Extra-Ordinary General Meeting (EGM) of the shareholders of the Company, to be held on Tuesday, June 10, 2025, seeking shareholders’ approval on the aforesaid resolutions, 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.

The aforesaid information is 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

SWAMINADHAN Digitally signed by SWAMINADHAN BALASUNDHARAM BALASUNDHARAM Date: 2025.05.17 14:54:02 +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

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Veranda Learning Solutions Limited

Annexure-A

Sr. No
Particulars		 Details
a) Type
of
securities proposed to be
issued		 Equity Shares
b) Type of issuance Qualified institutional placements (“QIP”) in
accordance with Chapter VI 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		 Upto an aggregate amount not exceeding INR
500 crores in one or more tranches at such
prices as may be permissible by applicable law.
d) in case of preferential issue, the listed
entity shall disclose the following
additional
details
to
the
stock
exchange(s):		 Not Applicable
e) in case of bonus issue the listed entity
shall disclose the following additional
details to the stock exchange(s):		 Not Applicable
f) in case of issuance of depository
receipts (ADR/GDR) or FCCB the listed
entity
shall
disclose
following
additional
details
to
the
stock
exchange(s):		 Not Applicable
g) in case of issuance of debt securities or
other non-convertible securities the
listed entity shall disclose following
additional
details
to
the
stock
exchange(s):		 Not Applicable
h) any cancellation or termination of
proposal for issuance of securities
including reasons thereof.		 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

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Annexure-B

Sr.No Particulars Details
a) Name of the target entity,
details in brief such as size,
turnover etc.;		 (i)
Name of Target: BB Publication Private
Limited (“BB Publication” or “Target”)
(ii)
Details of the Target: BB Publication is a
private limited company incorporated under
the laws of India and is in the business of
providing online coaching, and selling books
online, for professional courses in relation to
Chartered Accountant (CA) and Cost and
Management Accountant (CMA).
(iii)
Assets size of the Target: INR 30.86 Crores
(Consolidated) (FY 2023-24)
(iv)
Turnover of the Target: INR 53.94 Crores
(Consolidated) (FY 2023-24)
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 BB Publication 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
Veranda Learning Solutions Limited (“VLS”) have no
interest in the said acquisition.
c) Industry to which the entity
beingacquired belongs;		 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.
The acquisition of BB Publication is in line with, and a
natural extension of, the business of VLS and the
overallgroup.

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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

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 March
31, 2031, subject to completion of customary closing
formalities and in the manner specified below:
(i)
51% of the share capital of BB Publication
(“First Tranche”) will be acquired on or
before June 30, 2025.
(ii)
10% of the share capital (“Second Tranche”)
will be acquired on or around expiry of 4 years
from the date of First Tranche acquisition.
(iii)
18% of the share capital (“Third Tranche”)
will be acquired on or around expiry of 5 years
from the date of First Tranche acquisition.
(iv)
The
remaining
share
capital
(“Fourth
Tranche”) will be acquired on or around
expiry of 6 years from the date of First Tranche
acquisition.
g) Nature
of
consideration
-
whether cash consideration or
share swap and details of the
same;		 The consideration for the acquisition of the First
Tranche is payable by way of: (a) cash consideration;
and (b) share swap of equity shares of VLS.
The consideration for acquisition of the Second
Tranche, Third Tranche and Fourth Tranche shall be
paid by way of cash, or issuance of shares of VLS, or
a combination of both, at the discretion of VLS;
provided, however, the consideration payable by way
of issuance of shares of VLS shall not exceed 20% of
the total sale consideration payable in respect of the
relevant tranche.

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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

h) Cost of acquisition or the price
at
which
the
shares
are
acquired;		 (i) First Tranche: The consideration payable for
the acquisition of the First Tranche shall be the
aggregate of: (a) INR 126.225 Crores; and (b) an
amount equal to the net current assets of BB
Publication as of the date of acquisition of the First
Tranche (“First Closing Date”).
(ii) Second Tranche: The consideration payable
for the acquisition of the Second Tranche shall be
the aggregate of: (a) 10% of the cumulative value
of net current assets of BB Publication accrued over
the period of 4 years between First Closing Date
and the date on which Second Tranche is acquired;
and (b) the higher of: (A) an amount equal to 10%
of 7.5 times the EBITDA of BB Publication for FY
2027-28; and (B) INR 24.75 Crores.
(iii) Third Tranche: The consideration payable for
the acquisition of the Third Tranche shall be the
aggregate of: (a) 18% of the cumulative value of
net current assets of BB Publication accrued over
the period of 5 years between First Closing Date
and the date on which Third Tranche is acquired;
and (b) the higher of: (A) an amount equal to 18%
of 7.75 times the EBITDA of BB Publication for FY
2028- 29; and (B) INR 44.55 Crores.
(iv) Fourth Tranche: The consideration payable for
the acquisition of the Fourth Tranche shall be the
aggregate of: (a) 21% of the cumulative value of
net current assets of BB Publication accrued over
the period of 6 years between First Closing Date
and the date on which the Fourth Tranche is
acquired; and (b) the higher of: (A) an amount
equal
to
21%
or
such
other
percentage
shareholding held by the Founder in BB Publication
as on such date, on a fully diluted basis, of 8.25
times the EBITDA of BB Publication for FY 2029-30;
and (B) INR 51.975 Crores

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[email protected] www.verandalearning.com +91 44 4690 1007

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

Veranda Learning Solutions Limited

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i) Percentage of shareholding /
control
acquired
and
/
or
number of shares acquired		 VLS acquired 40.41% of the equity share capital of
BB Publication pursuant to the acquisition of First
Tranche Shares.
VLS will acquire 10.59% of the Equity share
capital of BB Publication in the current share
swap.
Further,
post
completion
of
the
aforesaid
acquisition, the Company will hold 51% of the
equity share capital, on fully diluted basis, of BB
Publication.
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);		 (i)
Brief Background: BB Publication is a
comprehensive online platform for providing
lectures and study materials for CA and CMA
aspirants.
(ii)
Line of business: Education industry
(iii)
Date of incorporation: November 25, 2020
(iv)
Turnover of last 3 years of BB
Publication:
FY 2021-22: INR 5.04 Crores
FY 2022-23: INR 2.79 Crores
FY 2023-24: INR 53.94 Crores (consolidated)
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-C

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		 11,85,984 fully paid-up equity shares of the
Company having a face value of Rs.10/- (Rupees
Ten Only) each at a 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 One 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 Bhanwar Lal Borana
e) Post Allotment of Securities:
Outcome of Subscription		 Not Applicable
f) Issue Price Rs. 221/- (Rupees Two Hundred and Twenty-One
Only) per equity share (Including a premium of Rs.
211/- (Rupees Two Hundred and Eleven One Only)
per equity share.
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

Veranda Learning Solutions Limited

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Annexure-D

Sr.No Particulars Details
a) Name of the target entity, details
in brief such as size, turnover
etc.;		 Veranda Administrative Learning Solutions Private
Limited (“VALSPL”)
Details of the Target:VALSPL is a private limited
company incorporated under the laws of India and
is in the business of promoting, establishing,
developing, maintaining, organizing, undertaking,
managing, operating, conducting and running all
forms of educational, tutorial, counselling or
guidance institutions or other institutions related
thereto, including day care and primary care
institutions, creche facilities, children support
centres, institutions for imparting education in all
fields. etc.,
Assets size:INR 321.25 Crores (FY 2023-24)
Turnover: INR 2.13 Crores(FY 2023-24)
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 VALSPL does not fall
under related party transaction 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
beingacquired belongs;		 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);		 To restore the status of the Target as Wholly Owned
Subsidiary (WOS) of the Company.
e) Brief details of any governmental
or regulatory approvals required
for the acquisition;		 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

Veranda Learning Solutions Limited

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f) Indicative
time
period
for
completion of the acquisition;		 VLS would be allotting its equity shares to the selling
shareholders of VALSPL subject to the statutory
approvals. The tentative timeline is before 31stJuly
2025.
g) Nature
of
consideration
-
whether cash consideration or
share swap and details of the
same;		 The nature of consideration is a share swap, and
VLS would be allotting 21,48,866 Equity shares of
Rs.10/- each at an issue price of Rs. 221 per equity
share (Including a premium of Rs. 211/- (Rupees
Two Hundred and Eleven One Only) per equity
share.
h) Cost of acquisition or the price
at which the shares are acquired;
INR 47,48,99,386
i) Percentage of shareholding /
control acquired and / or number
of shares acquired		 VLS holds 75.86 % of the total shares in the
company and post this acquisition of additional
24.14 % of the shares, VLS's total shareholding will
increase to 100%.
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:
To carry on by setting up and by acquisition in India
and anywhere else in the world, the business of
promoting, establishing, developing, maintaining,
organizing, undertaking, managing,
operating,
conducting and running all forms of educational,
tutorial, counselling or guidance institutions or
other institutions related thereto, including day care
and primary care institutions, creche facilities,
children support centres, institutions for imparting
education in all fields. etc.,
VALSPL was incorporated on 15th September 2022
and is based in India. Last 3 (three) years turnover
of Target acquired:
Date of incorporation: 15th September 2022
Turnover of last 3 years of VALSPL:
FY 2021-22: NIL
FY 2022-23: INR 0.43 Crores
FY 2023-24: INR 2.13 Crores
Country in which the acquired entity has
presence: India

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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-E

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		 21,48,866 fully paid-up equity shares of the
Company having a face value of Rs.10/- (Rupees
Ten Only) each at a 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 One 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 1. Ramana Prasad A S
2. Amrit Ramana Prasad
3. Gireesh Neyyar
4. HimaSree G H
5. Kuppusamy Ravi
6. Ravi Megala
e) Post Allotment of Securities:
Outcome of Subscription		 Not Applicable
f) Issue Price Rs. 221/- (Rupees Two Hundred and Twenty-One
Only) per equity share (Including a premium of Rs.
211/- (Rupees Two Hundred and Eleven One Only)
per equity share.
g) Number of Investors 6
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

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

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