Veranda Learning Solutions Limited — Capital/Financing Update 2025

Feb 17, 2025

==> picture [161 x 37] intentionally omitted <==

Veranda Learning Solutions Limited

February 17,2025

	ToThe SecretaryBSE LimitedPhiroze Jeejeebhoy Towers,Dalal Street, FortMumbai - 400 001Scrip Code: 543514	ToThe Manager,Listing Department,National Stock Exchange of India LimitedExchange Plaza, C-1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai –400 051Scrip 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/FlP/1820/2024-25 dated February 17, 2025, and NSE Letter No. NSE/LIST/45919 dated February 17, 2025.

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 at their meeting held on February 17, 2025 has allotted 15,58,352 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 EightyTwo Only) per Equity Share for an amount aggregating to Rs.45,50,38,784/- (Rupees Forty Five Crores Fifty Lakhs Thirty Eight Thousand Seven Hundred and Eighty Four Only) by way of Preferential Issue for Consideration other than Cash. (i.e. being consideration for acquisition of 6,500 equity shares of Rs. 10/- each of Navkar Digital Institute Private Limited (“Navkar Digital”)), on preferential basis by way of private placement.

As a result, 6,500 equity shares of ₹10 each, representing 65% of the paid-up equity share capital of Navkar Digital Institute Private Limited ("Navkar Digital"), have been acquired by the Company. Consequently, Navkar Digital has become a subsidiary of Veranda Learning Solutions Limited ("VLS").

==> picture [267 x 78] intentionally omitted <==

==> picture [179 x 84] intentionally omitted <==

==> picture [161 x 37] intentionally omitted <==

Veranda Learning Solutions Limited

The details of pre and post allotment paid-up equity share capital of the Company are as follows:

Particulars	No.ofEquityShares	Amount (in Rs.)
Pre-allotment paid up share capital	7,13,82,595	71,38,25,950
Post allotment paid up share capital	7,29,40,947	72,94,09,470

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: 2025.02.17 20:46:03 +05'30'

S. Balasundharam

Company Secretary & Compliance Officer M. No: ACS-11114

==> picture [267 x 78] intentionally omitted <==

==> picture [179 x 84] intentionally omitted <==

Veranda Learning Solutions Limited

==> picture [161 x 37] intentionally omitted <==

Annexure I

Information as per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Issuance of Securities:

==> picture [431 x 451] intentionally omitted <==

----- Start of picture text ----- Sr. Particulars of Details of SecuritiesNo. Securitiesa) Type of securities Equity Sharesb) Type of issuance Preferential Issue in accordance with Chapter V of theSEBI ICDR Regulations and other applicable lawc) Total number of 15,58,352 (Fifteen Lakhs Fifty-Eight Thousand Threesecurities issued or Hundred and Fifty-Two) fully paid up equity shares of thethe total amount for Company having a face value of Rs.10/- (Rupees Tenwhich the securities Only) each at an issue price of Rs. 292/- (Rupees Twowill be issued. Hundred and Ninety-Two Only) per equity shareincluding a premium of Rs. 282/- (Rupees Two Hundredand Eighty-Two Only) per equity share, aggregating tonot exceeding Rs. 45,50,38,784/- (Rupees Forty-FiveCrores Fifty Lakhs Thirty-Eight Thousand Seven Hundredand Eighty-Four Only) (i.e. being consideration foracquisition of 6,500 equity shares of Rs. 10/- each ofNavkar Digital Institute Private Limited (“Navkar Digital”)In case of preferential issue the listed entity shall disclose the followingadditional details to the stock exchange(s):i Name of the Enclosed as Annexure IIInvestorsii. Post Allotment of 15,58,352 Equity Shares at a price of Rs. 292 /- eachsecurities - having a face value of Rs.10/- for Consideration otheroutcome of the than cash aggregating to not exceeding Rs.subscription, issue 45,50,38,784/- (Rupees Forty-Five Crores Fifty Lakhsprice / allotted Thirty-Eight Thousand Seven Hundred and Eighty-Fourprice (in case of Only)convertibles),iii. No. of Investors 04 (Four)iv. In case of Not Applicableconvertibles -intimation onconversion ofsecurities or onlapse of the tenureof the instrument;----- End of picture text -----

==> picture [267 x 78] intentionally omitted <==

==> picture [179 x 84] intentionally omitted <==

==> picture [161 x 37] intentionally omitted <==

Veranda Learning Solutions Limited

==> picture [446 x 211] intentionally omitted <==

----- Start of picture text ----- Annexure IISr. Name of Category of No. of. Maximum Amount includingNo. the Investor Equity Number of Share Premium (inAllottees shares of Equity Rs.)Navkar Shares to beDigital issued andacquired allotted1 Hiteshkumar Non- Promoter 2,000 4,79,493 14,00,11,956Indulal Shah (Individual)2 Sweta Non- Promoter 2,000 4,79,493 14,00,11,956Hiteshkumar (Individual)Shah3 Aagam Non- Promoter 500 1,19,873 3,50,02,916Hitesh Shah (Individual)4 Kokilaben Non- Promoter 2000 4,79,493 14,00,11,956Indulal Shah (Individual) Total 6,500 15,58,352 45,50,38,784----- End of picture text -----

==> picture [267 x 78] intentionally omitted <==

==> picture [179 x 84] intentionally omitted <==