Veranda Learning Solutions Limited — Capital/Financing Update 2025

Feb 18, 2025

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Veranda Learning Solutions Limited

February 18,2025

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

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”)

Dear Sir/Madam,

This is with reference to the In-principle approval granted by your good offices vide BSE letter No. LOD/PREF/AM/FIP/1820/2024-25 dated February 17, 2025, and NSE Letter No. NSE/LIST/45919 dated February 17, 2025.

Further this is in continuation to our earlier intimation’s dated May 22, 2023 and December 11, 2024, respectively and pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform you that the allotment committee on Tuesday, February 18, 2025, has approved the allotment of 2,56,671 (Two Lakhs Fifty Six Thousand Six Hundred and Seventy-One) Equity Shares at an issue price of Rs. 292/- (Rupees Two Hundred and Ninety-Two Only) including a premium of Rs. 282/- (Rupees Two Hundred and Eighty-Two Only) per Equity Share, for an amount aggregating to Rs. 7,49,47,932/(Rupees Seven Crores Forty-Nine Lakhs Forty-Seven Thousand Nine Hundred and ThirtyTwo Only) by way of Preferential Issue for consideration other than cash (i.e. being consideration for acquisition of 74,94,808 (Seventy-Four Lakhs Ninety-Four Thousand Eight Hundred and Eight) equity shares of Rs. 10/- each of Veranda Administrative Learning Solutions Private Limited (“ VALSPL ”).

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Veranda Learning Solutions Limited

As a result of the above allotment , VALSPL has become a Wholly Owned Subsidiary of Veranda Learning Solutions Limited ("VLS").

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	7,29,40,947	72,94,09,470
Post allotment paid up share capital	7,31,97,618	73,19,76,180

The requisite details as required in terms of SEBI circular SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023, are provided at 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: 2025.02.18 19:52:41 +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 in accordance with Chapter V of the
SEBI ICDR Regulations and other applicable law
c) Total number of 2,56,671 (Two Lakhs Fifty-Six Thousand Six Hundred
securities issued or and Seventy-One) Equity Shares at an issue price of Rs.
the total amount for 292/- (Rupees Two Hundred and Ninety-Two Only)
which the securities including a premium of Rs. 282/- (Rupees Two Hundred
will be issued. and Eighty-Two Only) per Equity Share for an amount
aggregating to Rs. 7,49,47,932/- (Rupees Seven Crores
Forty-Nine Lakhs Forty-Seven Thousand Nine Hundred
and Thirty Two Only) by way of Preferential Issue for
Consideration other than Cash. (i.e. being consideration
for acquisition of 74,94,808 (Seventy-Four Lakhs Ninety
Four Thousand Eight Hundred and Eight) equity shares
of Rs. 10/- each of Veranda Administrative Learning
Solutions Private Limited (“ VALSPL ”)
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 2,56,671 (Two Lakhs Fifty-Six Thousand Six Hundred
securities - and Seventy-One) Equity Shares at an issue price of Rs.
outcome of the 292/- each having a face value of Rs.10/- for
subscription, issue Consideration other than cash aggregating to not
price / allotted exceeding Rs. 7,49,47,932/-(Rupees Seven Crores Forty-
price (in case of Nine Lakhs Forty Seven Thousand Nine Hundred and
convertibles), Thirty Two Only)
iii. No. of Investors 03 (Three)
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

Annexure II

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Sr. Name of the Category No. of. Maximum Amount including
No. Allottees of Investor Equity Number of Share Premium
shares of Equity (in Rs.)
VALSPL Shares to
acquired be issued
and allotted
1 Arappan Duraisamy Non-
Promoter
(Individual) 6,09,551 20,875 60,95,500
2 Rameshkumar Non-
Balasubramanian Promoter
(Individual) 3,60,448 12,344 36,04,448
3 Sanctum Trading Non-
Corporation Private Promoter
Limited (Body
Corporate ) 65,24,809 2,23,452 6,52,47,984
Total 74,94,808 2,56,671 7,49,47,932
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