Veranda Learning Solutions Limited

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24[th] February 2025

To To The Secretary The Manager, BSE Limited Listing Department, Phiroze Jeejeebhoy Towers, National Stock Exchange of India Limited Dalal Street, 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 under Regulation 30 of SEBI (LODR) Regulations, 2015 – Acquisition of Shares of BB Publication Private Limited by Veranda Learning Solutions Limited.

This is in continuation to our earlier intimation dated 11 December 2024 to the Stock Exchanges, we wish to inform you that Veranda Learning Solutions Limited (“ VLS ”), has acquired 40.41% of the share capital from the existing shareholders of BB Publication Private Limited ( “BB Publication” or “ Target ”) and the consideration is being paid as per the terms agreed between VLS and the shareholders of BB Publication. Consequently, BB Publication has become an Associate Company of VLS.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and SEBI Circular No. SEBI/HO/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, are enclosed as “Annexure – A”.

Kindly take the same on record and display the same on the website of your exchange. This information is also hosted 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: 2025.02.24 18:34:18 +05'30' S Balasundharam Company Secretary & Compliance Officer M. No: ACS-11114

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	Annexure– A
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 (FY 2023- 24) (iv) Turnover of the Target: INR 53.94Crores (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 being acquired belongs;	Education industry.

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Veranda Learning Solutions Limited

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 overall group.
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 30thJune, 2025. Out of which 40.41% of the share capital is acquired for cash on 24thFebruary, 2025 by paying INR 5,500 Lakhs and the balance consideration of INR 4,501 Lakhs will be paid on or before 31stMarch, 2025 and 10.59% of the share capital will be acquired for consideration other than cash (i.e. swapping the equity shares of BB Publications with the equity shares of VLS) on or before 30thJune, 2025. Hence, time line for the acquisition of First Tranche shares is extended upto 30th

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 overall
group.

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 30thJune, 2025.
Out of which 40.41% of the
share capital is acquired for
cash on 24thFebruary, 2025 by
paying INR 5,500 Lakhs and
the balance consideration of
INR 4,501 Lakhs will be paid
on or before 31stMarch, 2025
and
10.59% of the share capital
will
be
acquired
for
consideration other than cash
(i.e.
swapping
the
equity
shares of BB Publications with
the equity shares of VLS) on or
before 30thJune, 2025.
Hence,
time
line
for
the
acquisition of First Tranche
shares is extended upto 30th

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Veranda Learning Solutions Limited

	June, 2025 between VLS and shareholders of BB Publication. (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: Paid INR 5,500 Lakhs and the balance consideration of INR 4,501 Lakhs will be paid on or before 31st March, 2025 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.
h) Cost of acquisition or the price at which the shares are acquired;	(i) First Tranche: (i) The consideration payable for the acquisition of the First Tranche shall be the aggregate of: (a) INR 126.22 Crores; and (b) an amount equal to the net current assets of BB Publication as of the date of acquisition of the First Tranche

June, 2025 between VLS and
shareholders of BB Publication.
(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:
Paid
INR
5,500 Lakhs and the balance
consideration of INR 4,501 Lakhs
will be paid on or before 31st
March, 2025 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.

h) Cost of acquisition or the price at which the
shares are acquired;

(i)
First
Tranche:
(i)
The
consideration payable for the
acquisition of the First Tranche
shall be the aggregate of: (a)
INR 126.22 Crores; and (b) an
amount
equal
to
the
net
current
assets
of
BB
Publication as of the date of
acquisition of the First Tranche

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Veranda Learning Solutions Limited

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	(“First Closing Date”).
	*The payment details for
	First Tranche is given
	below:
	VLS has paid INR 5,500 Lakhs
	and the balance consideration
	of INR 4,501 Lakhs will be paid
	on or before 31stMarch, 2025
	for the acquisition of 40.41%
	Share Capital of BB
	Publication.
	Swap of Shares on or before
	30thJune, 2025 to acquire
	10.59% of share capital of BB
	Publication for an amount
	aggregating to Rs.2,621
	Lakhs.
	An amount equal to the net
	current assets of BB
	Publication as of the date of
	acquisition of the First Tranche
	will be paid as deferred
	consideration.
(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

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Veranda Learning Solutions Limited

	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.
i) Percentage of shareholding / control acquired and / or number of shares acquired;	VLS has entered into definitive documents to acquire 100% of share capital of BB Publication, in the following manner: (i) *VLS has now acquired 40.41% shares of the First Tranche and the remaining 10.59% shares will be acquired by swap of shares on or before 30thJune, 2025 as agreed between VLS and the shareholders of BB Publication. (ii) VLS will acquire 61% of the equity share capital of BB Publication pursuant to the acquisition of the Second Tranche.

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.

i) Percentage of shareholding / control acquired
and / or number of shares acquired;

VLS
has
entered
into
definitive
documents to acquire 100% of share
capital of BB Publication, in the
following manner:
(i)
*VLS
has
now
acquired
40.41% shares of the First
Tranche and the remaining
10.59%
shares
will
be
acquired by swap of shares on
or before 30thJune, 2025 as
agreed between VLS and the
shareholders of BB Publication.
(ii)
VLS will acquire 61% of the
equity share capital of BB
Publication pursuant to the
acquisition
of
the
Second
Tranche.

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Veranda Learning Solutions Limited

	(iii) VLS will acquire the 79% of the equity share capital of BB Publication pursuant to the acquisition of the Third Tranche. (iv) VLS will acquire the 100% of the share capital of BB Publication pursuant to the acquisition of the Fourth Tranche.
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 (v) Country in which the acquired entity has presence: India

(iii)
VLS will acquire the 79% of the
equity share capital of BB
Publication pursuant to the
acquisition
of
the
Third
Tranche.
(iv)
VLS will acquire the 100% of
the
share
capital
of
BB
Publication pursuant to the
acquisition
of
the
Fourth
Tranche.

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
(v)
Country in which the
acquired entity has
presence: India

Note: (*) Changes made in the disclosure. Save as aforesaid, other information in the disclosure remain same as disclosed on 11[th] December, 2024.

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AI assistant

Veranda Learning Solutions Limited Capital/Financing Update 2025

59607_rns_2025-02-24_e31600eb-7f41-4c7e-8f6d-30c46cffd31d.pdf

24[th] February 2025

Dear Sir/Madam,

Sub: Intimation under Regulation 30 of SEBI (LODR) Regulations, 2015 – Acquisition of Shares of BB Publication Private Limited by Veranda Learning Solutions Limited.

Thanks & Regards For Veranda Learning Solutions Limited