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Veranda Learning Solutions Limited Interim / Quarterly Report 2024

Aug 9, 2023

59607_rns_2023-08-09_e2a4eaad-86ef-405a-a553-c651776593bb.pdf

Interim / Quarterly Report

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Veranda Learning Solutions Limited (formerly Veranda Learning Solutions Private Limited) (formerly Andromeda Edutech Private Limited)

9[th] August, 2023

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

Sir/Madam,

Sub: Intimation of Outcome of the Board Meeting of Veranda Learning Solutions Limited under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 read with Para A, Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the Board of Directors of the Company at their meeting held on Wednesday, 9[th] August 2023 , have approved the following.

Financial Results

  1. The Un-Audited Financial Results (Standalone & Consolidated) for the quarter ended 30[th] June 2023

Accordingly, please find enclosed the following:

a) Limited Review Report issued by M/s. Deloitte Haskins & Sells, in respect of Un-Audited Financial Results (Standalone & Consolidated) of the Company as prepared under the Listing Regulations for the Quarter ended 30[th] June 2023

b) Unaudited standalone and consolidated financial results of the Company for the Quarter ended 30[th] June 2023

The Board Meeting Commenced at 3:00 P.M. and ended at 04:20 P.M.

The aforesaid information is also hosted on the website of the Company viz www.verandalearning.com.

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

Thanking you, For Veranda Learning Solutions Limited

M Digitally signed by M ANANTHARAMAK ANANTHARAMAKRISHNAN Date: 2023.08.09 16:24:52 RISHNAN +05'30' M. Anantharamakrishnan Company Secretary & Compliance Officer M. No- ACS- 7187

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[email protected] www.verandalearning.com +91 44 4296 7777

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34,Thirumalai Road, T.Nagar, Chennai, Tamil Nadu-600017 CIN: L74999TN2018PLC125880

Chartered Accountants ASV N Ramana Tower 52, Venkatnarayana Road T. Nagar Chennai - 600 017 Tamil Nadu;lndia

Tel: +91 44 6688 5000 Fax: +91 44 6688 5050

Deloitte Haskins & Sells

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF UNAUDITED INTERIM CONSOLIDATED FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF VERANDA LEARNING SOLUTIONS LIMITED

  1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of Veranda Learning Solutions Limited (the "Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as the "Group") for the quarter ended June 30, 2023 (the "Statement"), being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.

  2. This Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.

  3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists of making inquiries, primarily of the Parent's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

  4. The Statement includes the results of the following entities:

Parent Company

Veranda LecJrning Solutions Limited

Wholly owned Subsidiary Companies

  • (cJ) Veranda Race Learning Solutions Private Limited, India

  • (b) Veranda XL Learning Solutions Private Limited, India

  • (c) Veranda IAS Learning Solutions Private Limited, India (d) Bra1114ce Education Solutions Private Limited, India

  • (e) Veranda Learning Solutions North America, Inc., State of Delaware

  • (f) Veranda Administrative Learning Solutions Private Limited, India

  • (g) Veranda Management Learning Solutions Private Limited, India

Step-down Subsidiary

J.K. Shah F:ducation Private Limited, India (Subsidiary of (b) above)

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Deloitte Haskins & Sells

  1. Based on our review conducted and procedures performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For DELOITTE HASKINS & SELLS Chartered Accountants (Firm's Registration No. 008072S) �. . Partner ::£ (Membership No. 216015) UDIN: 23216015BGXSCA1442

Place: Chennai Date: August 9, 2023

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Chartered Accountants ASV N Ramana Tower 52, Venkatnarayana Road T. Nagar Chennai - 600 017 Tamil Nadu, India

Deloitte Haskins & Sells

Tel: +91 44 6688 SOOD Fax: +91 44 6688 SOSO

INDEPENDENT AUDITOR'S REVIEW R.EPOR.T ON REVIEW OF UNAUDITED INTER.IM STANDALONE FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF VERANDA LEARNING SOLUTIONS LIMITED

  1. We have reviewed the accompanying Statement of Unaudited Standalone Financial Results of Veranda Learning Solutions Limited (the "Company") for the quarter ended June 30, 2023 (the "Statement"), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.

  2. This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.

  3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists of making inquiries, primarily of the Company's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A. review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

  4. Based on our review conducted as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For DELOITTE HASKINS & SELLS Chartered Accountants (Firm's Registration No. 0080725)

� Krishna Prakash E Partner (Membership No. 216015) UDIN: 23216015BGXSBZ2297

Place: Chennai Date: August 9, 2023

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Veranda Learning Solutions Limited

(formerly known as Veranda Learning Solutions Private Limited)

Registered Office: Old No 54, New No 34, Thirumalai Pillai Road. T. Nagar, Chrnnai - 600017 CIN: L74999TN2018PLCl25880

Tri: 044-42967777; E-mail: [email protected], Website: www.verandalcarning.com

STATEMENT OF UNAl[l] DITED INTERIM CONSOLIDATED FINANCIAL RESllLTS FOR THE QUARTER EN OED JlNE 30. 2023

(Rs in Lakhs) (Rs in Lakhs) (Rs in Lakhs) (Rs in Lakhs) (Rs in Lakhs)
SI.
'n		 Particulars For theQuarter Ended Year Ended
.lune 30,
2023
(Unaudited)		 March 31.
2023
Refer Note 2		 .June 30.
2022
(l
lnauditecl)		 !larch 31.
2023
(Audited)
I Income:
Revenue from Operations
Other Income		 6.890.19
157.98		 4,840.60
39.42		 2.818.80
4"6		 16.135.6 7
J.856.311
Total Income 7.048.17 4,880.02
2,863.16		 19.992.06
1 Expenses:
Cost of Materials Consumed
Purchase nt"Stock - in - trade
Changes in Inventories of Stock - in - trade
Emplovee Benelits Expense
Advertisement and Business Promotion Expenses
01her OperatingExpenses		 0.85
107.65
42.43
1.868.82
1,027.36
3.437.15		 032
80.28
_(_13 96)
1.884.24
1.153.75
3.795.03		 0 76
93.50

( 16 01)
1.3 76 89
847.03
1.899.97		 12.0<i
]9J.: i

((,(,.57;
5.855.06
4.224 21
12.941.22
Total Expenses
 6,484.26
 6,899.66 4.202.14 23.359.29
3 EaringsI(Loss)beforeFinanceCosts,Tax,Depreciationand
Amortisation Expense(I -2)
563.91		 (2,019.64)
(I.J38.98)
(3,367.23)
4
s		 Finance costs
Depreciation and Amorisation Expense
 844.81
1.895.50		 515.33
1.767.23		 173.50
613.56		 1.029.87
4.546.15
6
Profti (l.o�s) before Tax(3 - 4 - 5)		 (2,176.40) (4,302.20) (2,126.03) (8,943.25)
7
Ta� F:xpenscs
Current Tax
Dclcrred Tax
~~--~~		 63.15
(306.69)		 (88.62)
-
(345 73)
(I 19 19)		 (177.33)
(84-.55)
Total Tax F:xpenses (243.54) (434.35)
(119.19)		 (1,021.88)
I Profit /(Loss) after Tax(6 - 7) (1,932.86) (3,867.85)
(2,006.84)		 **(7,921.37) **

9		 Other Comprehensive Income / (Loss)
(il Items that will not be reclassified to Statement of Profit or Loss
a) Remeasurement of defined benefit plan
b) Income Tax relating to items 1hat will not be reclassified to profit or
loss in subsequent period
(ii) Ifems that will he subsequently reclassified to proft or loss
a)Exchan�e di!ercnc.s on translation of foreign operations		 24.62
(6.38)
1.89		 47.13
( 12.16)

(7 62)
2.: 1
(15.03)
30.21
(. 75)
_(_14.55 I

Total Other Comprehensive l11rme/(Loss) net of tax		 20.13 24.48
(9.<,5)
11.91
10 Total Comprehensive lncome/(Los�) for theperiod/year(8 + 9) ( 1.912.73)
(3,843.37)
(2,016.49)		 (7,909.46)
II Paid up EQuitv share capital(Rs. 10/- Each) 6,157.21
6,IS7.2I
5,�7i.55		 6,157.21
12 Othn Equit} 24,-06.94
13 Earings/(Loss) per Equity Share(face value of Rs. 10/- each) Nnt Annualised
Basic (Rs.)
(3.14)
Diluttd(Rs.)
(3.14)
(628)
(6 28)
(3.ti5)
(1.(i5)
(13.(,5)
(_I.(,5) _
~~-~~
Sec acwmpanymg notes to the l1nane1al results

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Veranda Learning Solutions Limited (formerly known as Veranda Learning Solutions Private Limited) Registered Office: Old No 54, New No 34, Thirumalai Pillai Road, T. Nagar, Chennai - 600017 CIN: L74999TN2018PLCl25880

·fc1: 044-42967777: E-mail: [email protected], Website: www.nrandalcarning.com

STATEMENT or l[l] NAllDITED INTERIM STANDALONE FINANCIAL RESl[1] LTS FOR THE QUARTER ENDF:D ,JUNE 30, 2023

(Rs. In Lakhs)
For theQuarter Ended
Year Ended
March 31.
!larch 31.
June 30. 2023
2023
June 30, 2022
2023
(Unandited)
Refer Note 2
(Unaudited)
(Audited)
482.45
492.06
325.94
1.714.0CJ
194.95
163.29
100.34
3. 791.48
677.40
655.35
426.28
5.505.57
324.58
286. 70
220.28
l.0%.09
85.55
4:.-6
34.58
177.T:,
148.16
697.60
238.17
3.141.23
558.29
1,029.76
493.03
4.415.05
119.11
(374.41)
(66. 75)
1-090.52
130.83
118.60
159.05
D709
20.09
36.53
7.52
51.11
(31.81)
(529.54)
(233.J2)
702.32
-
-
-
-
(1.51)
(2.6 IJ
(1.62)
4.04
(1.51)
(2.61)
(1.62)
4.04
(30.30)
(526.93)
(231.70)
698.28
4.28
11.28
(2.08)
10.13
(108)
(2.84)
0.54
(2.55)
3.20
8.44
(1.5-1)
758
(27.10)
(518.48)
(233.24)
:·os.n1;
(,.157.21
6.157.21
5,�77.55
6,1,7.'I
38,342.J3
·-
Not Annualised
�
(0.05)
(0 86)
(0.-12)
(0 05)
(0 86)
(0.42)
0		 (Rs. In Lakhs)
For theQuarter Ended
Year Ended
March 31.
!larch 31.
June 30. 2023
2023
June 30, 2022
2023
(Unandited)
Refer Note 2
(Unaudited)
(Audited)
482.45
492.06
325.94
1.714.0CJ
194.95
163.29
100.34
3. 791.48
677.40
655.35
426.28
5.505.57
324.58
286. 70
220.28
l.0%.09
85.55
4:.-6
34.58
177.T:,
148.16
697.60
238.17
3.141.23
558.29
1,029.76
493.03
4.415.05
119.11
(374.41)
(66. 75)
1-090.52
130.83
118.60
159.05
D709
20.09
36.53
7.52
51.11
(31.81)
(529.54)
(233.J2)
702.32
-
-
-
-
(1.51)
(2.6 IJ
(1.62)
4.04
(1.51)
(2.61)
(1.62)
4.04
(30.30)
(526.93)
(231.70)
698.28
4.28
11.28
(2.08)
10.13
(108)
(2.84)
0.54
(2.55)
3.20
8.44
(1.5-1)
758
(27.10)
(518.48)
(233.24)
:·os.n1;
(,.157.21
6.157.21
5,�77.55
6,1,7.'I
38,342.J3
·-
Not Annualised
�
(0.05)
(0 86)
(0.-12)
(0 05)
(0 86)
(0.42)
0		 (Rs. In Lakhs)
For theQuarter Ended
Year Ended
March 31.
!larch 31.
June 30. 2023
2023
June 30, 2022
2023
(Unandited)
Refer Note 2
(Unaudited)
(Audited)
482.45
492.06
325.94
1.714.0CJ
194.95
163.29
100.34
3. 791.48
677.40
655.35
426.28
5.505.57
324.58
286. 70
220.28
l.0%.09
85.55
4:.-6
34.58
177.T:,
148.16
697.60
238.17
3.141.23
558.29
1,029.76
493.03
4.415.05
119.11
(374.41)
(66. 75)
1-090.52
130.83
118.60
159.05
D709
20.09
36.53
7.52
51.11
(31.81)
(529.54)
(233.J2)
702.32
-
-
-
-
(1.51)
(2.6 IJ
(1.62)
4.04
(1.51)
(2.61)
(1.62)
4.04
(30.30)
(526.93)
(231.70)
698.28
4.28
11.28
(2.08)
10.13
(108)
(2.84)
0.54
(2.55)
3.20
8.44
(1.5-1)
758
(27.10)
(518.48)
(233.24)
:·os.n1;
(,.157.21
6.157.21
5,�77.55
6,1,7.'I
38,342.J3
·-
Not Annualised
�
(0.05)
(0 86)
(0.-12)
(0 05)
(0 86)
(0.42)
0		 (Rs. In Lakhs)
For theQuarter Ended
Year Ended
March 31.
!larch 31.
June 30. 2023
2023
June 30, 2022
2023
(Unandited)
Refer Note 2
(Unaudited)
(Audited)
482.45
492.06
325.94
1.714.0CJ
194.95
163.29
100.34
3. 791.48
677.40
655.35
426.28
5.505.57
324.58
286. 70
220.28
l.0%.09
85.55
4:.-6
34.58
177.T:,
148.16
697.60
238.17
3.141.23
558.29
1,029.76
493.03
4.415.05
119.11
(374.41)
(66. 75)
1-090.52
130.83
118.60
159.05
D709
20.09
36.53
7.52
51.11
(31.81)
(529.54)
(233.J2)
702.32
-
-
-
-
(1.51)
(2.6 IJ
(1.62)
4.04
(1.51)
(2.61)
(1.62)
4.04
(30.30)
(526.93)
(231.70)
698.28
4.28
11.28
(2.08)
10.13
(108)
(2.84)
0.54
(2.55)
3.20
8.44
(1.5-1)
758
(27.10)
(518.48)
(233.24)
:·os.n1;
(,.157.21
6.157.21
5,�77.55
6,1,7.'I
38,342.J3
·-
Not Annualised
�
(0.05)
(0 86)
(0.-12)
(0 05)
(0 86)
(0.42)
0
SI.
No		 Particulars
 For theQuarter Ended Year Ended
March 31.
June 30. 2023
2023		 June 30, 2022 !larch 31.
2023
(Unandited)
Refer Note 2		 (Unaudited) (Audited)
I Income:
Revenue from Operations
Other Income		 482.45
492.06
194.95
163.29		 325.94
100.34		 1.714.0CJ
3. 791.48
Total Income 677.40
655.35		 426.28 **5.505.57 **
2 Expenses:
Employee Benefits Expense
Advertisement & Business Promotion Expenses
Uther Operating Expenses		 324.58
286. 70
85.55
4:.-6
148.16
697.60		 220.28
34.58
238.17		 l.0%.09
177.T:,
3.141.23
Total Expenses 558.29
1,029.76		 493.03 4.415.05
3 Earings / (Loss) before Finance Costs, Tax, Depreciation and
Amortisation Expense(1 - 2)		 119.11
(374.41)
(66. 75)
1-090.52
4
5		 Finance costs
Depreciation and Amortisation Expense		 130.83
118.60
20.09
36.53		 159.05
7.52		 D709
51.11
6
 Profit /(Loss) before Tax(3 - 4 - 5)
 (31.81)
(529.54)		 (233.J2) 702.32
7 Ta: Expenses
Curre111 Tax
Deferred Tax
Total Tax Expcuses		 -
-
(1.51)
(2.6 IJ		 -
(1.62)		 -
4.04
(1.51)
(2.61)		 (1.62) 4.04
~~s~~ Profit/(Loss)after Tax(6 - 7) (30.30)
(526.93)		 (231.70) 698.28
9 Other Comprehcusivc lncomc/(Loss)
Items that will not be reclassifed to Statement of Profit or Loss
a) Remeasurement of defned benefit plan
b) Income 1 ax relating to items that will not be reclassified to profit
or loss in subsequentperiod		 4.28
11.28
(108)
(2.84)		 (2.08)

0.54
10.13
(2.55)
Total Other Comprehensive Income/(Loss) net of tax 3.20
8.44		 (1.5-1) 758
**IO ** Total Comprchrnsivc Incomc/(Loss) fr theperiod/year(8 + 9) (27.10)
(518.48)		 (233.24) :·os.n1;
II
l'aid up [quitv share capital(Rs. 10/- Each)		 (,.157.21
6.157.21		 5,�77.55 6,1,7.'I
12
13		 Other Equity
Earings/(Loss) per Equity Share(face value of Rs. 10/- each)		 Not Annualised
38,342.J3
·-
�

0
Basic (Rs. l
Diluted (Rs.)
 (0.05)
(0 05)
(0 86)
(0 86)
(0.-12)
(0.42)
See accompanying notes to the linam;ial results

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Veranda Learning Solution� Limited (formerly known as Veranda Learning Solutions Private Limited) Registered Office: Old No 54, New No 34, Thirumalai Pillai Road. T. Nagar. Chcnnai - 600017 CIN: L74999TN2018PLCl25880 Tel: 044-42967777 : E-mail: anantharamakrishnan.m(@,·crandalearnin .com, Website: www.verandalcarnin .com

Notes to the Statement of Unaudited Interim Standalone and Consolidated Financial Results for the Quarter Ended ,lune 30, 2023 In terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) 20 I 5. as amended, the above Unaudited lnr.erim Standalone and Consolidated Financial Results of the Company have been reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on August 9. 2023.The statutory auditors of the Company have issued an unmodified conclusion in re pect of the limited review for the quarter ended June 30. 2023.

  • 2 The figures for the quarter ended March 3 I, 2023 are the balancing figures between audited figures of the full linancial year and the published \'ear to date figures upto December 31. 2022. which were subjected to limited review.

  • 3 The Consolidated Financial results ot"the Company comprising of Company and its subsidiaries (together the "group") includes the results of the following entities:

the followingentities:
Company
a) Viranda Learing Solutions Limited		 Relationship
Parenl		 %Holding as
at .lune 30,
2023
-

b)Subsidiaries in the group
(i) Veranda Race LeamingSolutions Private Limited
 Subsidiary 100.00%
(ii)Veranda XL LearingSolutions Private Limited Subsidiarv 100.00%
(iii)Veranda IAS LeamingSolutions Private Limited Subsidiarv 100.00%
(iv) Brain4ce Education Solutions Private Limited
 Subsidiary 100.00%
(v) Veranda LearingSolutions Nonh America, Inc.
 Subsidiary 100.00%
(vi) Veranda Management LearingSolutions Private Limited
 Subsidiar) 100.00%
(vii) Vtranda Administrative LearingSolutions Private Limited
 Subsidiary 100.00%
(viii) J.K Shah Education Private Limited (Refr Note 7) Step-down
Subsidiary		 76.00%

  • 4 8ascd on the management approach as defined in Ind AS 108- Operating Segmems, the Chief operating Decision Maker (CODM). evaluates the company's perfonnance and allocates resources based on analysis of various performance indicators by business segments. The Group operates in only one segment , viz. Education Business.

  • 5 The subsidiar[y ] companies (except for (viii) above) have accumulated losses and the net worth has eroded as at June 30. 2023. The Companv has been providing financial suppot1 to these entities to meet their financial obligations. as and when required in the fonn of loans. which arc recoverable on demand from these subsidiaries. The Company has carried out an impainnent assessment and nolcd tlrnt the present value ,1f ti1turc cash nows will exceed the net carrying value of its investments and loans in these subsidiaries as at .lune 30. 2023. 11hich invoiv•.·s sig11itican1 estimates & judgements made by the management. Considering that these subsidiaries arc in the initial years ol !heir commercial operation and also considering the future business plans of these companies. the management is of the opinion that these amount� are considered good and folly recoverable.

  • 6 During the quarter ended June 30. 2023, o stock options were granted to employees. The total outstanding stock options as at .lune ;o 2023 arc 4.82.-t 19 (5.03.345 as at March 31, 2023).

  • 7 Pursuant to Share purchase agreement dated October 31, 2022 and March 31, 2023. Veranda XL Learning Solutions Private Limited (whollv owned Subsidiary of the Companv) acquired 76% total equity shares of the J.K Shah Education Private Limited (JKSEPI. ). Consequent lo this acquisition. JKSl : PL has become step-dom1 subsidiary of the Company.

  • Further. as per the aforesaid Share purchase agreements. Veranda XL Learning Sulutions Private Limited has an une0ndi1ional ,,bliga1io11 to purchase balance 24% of the equity share capital (23.45,609 equity shares) of JKSEPL within J years from the date or share purchase agreement i.e. October 31. 2025. Accordingly. the non-controlling inter.:st (NCI) of 24%, meets the definition or financial liability as per Ind AS 32 and has b<!en recognized as "deferred consideration obligation" by discounting the estimated future ca h 0o\s at 1hc1r present rnlucs with a corresponding debit to goodwill on acquisition of.lKSEPL.

  • As at June 30, 2023. the initial accounting for business combination is not complete and the Group has recorded the provisional amounts of identified assets and liabilities. The Group is in the process of carrying out the detailed purchase price allocation ("PPA') using an indcpendeut expert and is confideut of completing this evaluation during the measurement period (one year from the elate of acquisition (i.e.) October 31, 2022).

  • 8 l3oard of Dirc.:ctors of Veranda XI. Leaming Solutions Private Limited ("Subsidiary'· or "Veranda XL'') in its rnet.:ting dated .lanuarv 17. 2U23 has approved merger of Veranda XL Learning Solutions Private Limited (Veranda XL) and J.K Shah Education Private Limited (Step- Down Subsidiary). During the period ended .lune 30, 2023, application for merger has been filed by Veranda XL with National Company L.a1\ Tribunal for approval having an appointed date on October 31, 2022, which is pending as on date.

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Veranda Learning Solutions Limited

(formerly known as Veranda Learning Solutions Private Limited)

Registered Office: Old No 54, New No 34, Thirumalai Pillai Road, T. Nagar, Chcnnai - 600017

CIN: L74999TN2018PLCl25880

Tel: 044-42967777; E-mail: anantharamakrishnan.m(a)vcrandalearnin .com, Website: www.verandalcarnin .com

9 During the quarter ended June 30. 2023. Veranda Administrative Learning Solutions Private Limited (·'VALSPL"), a wholly 0\ 1 ed subsidiary or the Company, has signed definitive agreements to acquire the entire share capital or the entities listed below. in two or more tram:hcs. as well as undertake primary infusion in some of these entities, for cash consideration as well as consideration other than cash, i.e .. shares of the Company. The share swap with the shares of the Company is being achicved by way of a back[-] to-back swap of the shares of V 1\LSPL.

Subsequent to quarter ended .lune 30. 2023, VALSPL has acquired. as part of the first tranche acquisition as well as primar[y ] investment. the shares of such entities for cash consideration as well as consideration other than cash i.e., swap of 14.17.22.639 shares of V/\LSPL. As a result of this share swap, VALSPL has ceased to be a subsidiary of the Company

The table sets out the % shareholding of VALSPL in the following entities atlcr completion of acquisition of the first tranche shares and primary investment, as the case maybe:

Acquirec Company % Acquisition by
Swap Consideration
(A)		 %of
Acquisition by
Cash
Consideration
(B)		 %of
Acquisition by
Cash
Consideration
(B)		 Total %
(A)+(B)		 Number of
Shares allotted
by way of
Primary
Infusion		 \',.\LS%
shareholding
on as if
r vcrtl'd ha�is
(i) Bassure Solutions Private Limited 51.04%
34.96%
86.00%
-		 86.00%
(ii) Educare lnfrastrncture Services Private 38.99%
36.39%		 7538%
1,300
76.00°10
(iii) Neyyar AcademyPrivate Limited 68. 16% ~~-~~ 68.16% 3.267
76.00%
(iv) Ncyyar Education Private Limited
 65.01%
9.19%
74.20%
754
76.00%
(v)Phire LearingSolutions Private Limited
 74.99%
24.99%
99,98%
-		 99.98%
(vi) Six Phrase Edutech Privatt Limited
 7L05%
26.95%
98.00%		 ~~-~~ 98.00%
(vii) 'martBridgc Educational Services Private
Limited		 - - - 526
5.00%

The residual share capital of these entities shall be acquired by the Company or its subsidiaries, as the case may be. within the timelines and in the manner set 0ut under the relevant definitive agreements.

Subsequently. pursuant to a resolution of the board of directors of the Company dated July 14. 2023 and shareholders of the Company dateu August 07, 2023. the Company has proposed to issue and allot 75, 78,743 shares of Rs. IO each at Rs.187/[- ] per share valued in accordance 1, ith Chapter V nf SEBI ICDR Regulations and Articles of Associations of the company for a consideration other than cash (i.e .. swap of !4.17,22.639 shares of the VALSPL) on a private placement basis to the holders of such shares ofVALSPL. Post such issuance. VALSPL. will n:vert lo hcing. a wholly owned subsidiar[y ] of the Company.

IO Subsequent to quaner ended .[l] une JO. 2023 Srcedhar CCE Learning Solmions Private Limited was incorporated on July 7. 2023 as a step­ dm,,1 subsidiary of the Company and a subsidiar[y ] of Veranda Ract: Learning Solutions Private Limitcd. Further Srccuhar CC[ Learning Solutions Private Limited has signed three business transfer agreements to acquire the businesses of: (a) Green Marker [dutcch Pri,,at.; Limited (CIN U80904TG2020PTCl46298): (b) Sreedhar"s CCE partnership firm (PAN ACEFS6618Q): and (ci Sreedhar·s CU: pannershiµ firm (PAN ADEr-S70!6F).

11 Subs.:quent to the quarter ended June 30, 2023. the Company has made application to Rcsen'e bank of India !RBI) for Registration as Core Investment Company (CIC) under Section 45-IA of Reserve Bank of India Act. 1934 which is pending approval. Based on the professional advice obtained by the Company. the disclosure require111ents for Cl Cs are applicahlc only upon the appro·.,al of th.: application by the RBI and accordingly those have not been considered in the financial results for the quarter ended June 30. 2023.

12 Veranda IAS Learning Solutions Private Limited, Veranda Management Learning Solutions Private Limited and Veranda Administrati,·e Learning Solutions Private Limited have satisfied the principal business test for being considered as an NBFC as per the financial s1a1e111cnts as at March JI. 2023. Based on the legal advice. the entities are in the process of applying lo the RBI for waiver f[r] om registration as an NBFC

DIN 00526480

Place: Chcnnai Date : .-\ugust 9, 2023

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