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Veranda Learning Solutions Limited — Interim / Quarterly Report 2024
Feb 7, 2024
59607_rns_2024-02-07_4107df89-6d57-4f20-9582-8358bafaae56.pdf
Interim / Quarterly Report
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Veranda Learning Solutions Limited
7[th] February 2024
| BSE Limited Dept of Corporate Services, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001 Scrip Code: 543514 |
National Stock Exchange of India Limited The Listing Department, Exchange Plaza, Bandra Kurla Complex, Mumbai – 400 051 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, 7[th] February 2024 , have approved the following.
Financial Results
1. The Un-Audited Financial Results (Standalone & Consolidated) for the Quarter and Nine Months ended 31[St] December 2023
Accordingly, please find enclosed the following:
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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 and Nine Months ended 31[st] December 2023
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b) Unaudited standalone and consolidated financial results of the Company for the Quarter and Nine Months ended 31[st] December 2023.
The meeting of the Board of Directors commenced at 3.00 P.M & concluded at 4.45 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: 2024.02.07 16:46:53 RISHNAN +05'30' M. Anantharamakrishnan Company Secretary & Compliance Officer
M. No- ACS- 7187
[email protected] www.verandalearning.com
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+91 44 4296 7777
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, India
Deloitte Haskins & Sells
Tel: +91 44 6688 5000 Fax: +91 44 6688 SOSO
INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF UNAUDITED INTERIM CONSOLIDATED FINANCIAL RESULTS
TO THE BOARD OF DIRECTORS OF VERANDA LEARNING SOLUTIONS LIMITED
-
We have reviewed the accompanying Statement of Unaudited Interim 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 and nine months ended December 31, 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.
-
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.
-
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.
We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended, to the extent applicable.
- The Statement includes the results of the following entities:
Parent Company
Veranda Learning Solutions Limited
Subsidiary Companies
-
(a) Veranda Race Learning Solutions Private Limited, India (Wholly Owned Subsidiary)
-
(b) Veranda XL Learning Solutions Private Limited, India (Subsidiary)
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(c) Veranda IAS Learning Solutions Private Limited, India (Wholly Owned Subsidiary)
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(d) Brain4ce Education Solutions Private Limited, India (Wholly Owned Subsidiary)
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(e) Veranda Learning Solutions North America, Inc., State of Delaware (Wholly Owned Subsidiary)
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(f) Veranda Administrative Learning Solutions Private Limited, India (Wholly Owned Subsidiary) (g) Veranda Management Learning Solutions Private Limited, India (Wholly Owned Subsidiary)
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Deloitte Haskins & Sells
Step-down Subsidiaries
-
(h) Sreedhar CCE Learning Solutions Private Limited, India (Subsidiary of (a) above)
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(i) BAssure Solutions Private Li:-nitcd, India (Subsidiary of (f) above)
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(j) Educare Infrastructure Services Private Limited, India (Subsidiary of (f) above) (k) Neyyar Academy Private Limited, India (Subsidiary of (f) above)
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(I) Neyyar Education Private Limited, India (Subsidiary of (f) above)
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(m) Phire Learning Solutions Private Limited, India (Subsidiary of (f) above)
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(n) Six Phrase Educational Services Private Limited, India (Subsidiary of (f) above)
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(o) Talentely Innovative Solutions Private Limited (Subsidiary of (n) above)
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Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of the other auditors referred to in paragraph 6 below, 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.
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We did not review the financial results of six step down subsidiaries included in the consolidated unaudited financial results, who�e interim financial information reflects total revenues of Rs. 1,134.78 lakhs and Rs. l,[P] 94.83 lakhs for the quarter and nine months ended December 31, 2023 respectively, total net profit after tax of Rs. 110.98 lakhs and Rs. 207.52 lakhs for the quarter and nine months ended December 31, 2023 respectively and total comprehensive income of Rs. 110.98 lakhs and Rs. 207.52 lakhs for the quarter and nine months ended December 31, 2023 respectively as considered in the Statement. These interim financial information have been reviewed by other auditors whose reports have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is b.:ised solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.
Our conclusion on the Statement is not ri1odified in respect of this :natter.
For Deloitte Haskins & Sells Chartered Accountants (Firm's Registration No. 008072$) � Krishna Prnkash E
Partner (Membership No. 2Hi015) UDIN: 242160 1.5BK�PXY7836
Place: Chennai Date: February 07, 2024
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Registered Office: Old No 54, 'cw No 34. Thirumalai Pillai Road, T. Nagar, Chcnnai - 600017 Veranda Learning Solutions Limited CIN: L74999TN2018PLC125880
Tel: 044-42967777 ; E-mail: [email protected], Website: www.vcrandalearning.com
STATEMENT OF UNAUDITED INTERJM CONSOLIDATED FfNANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED OECEMBER 31, 2023
| (Rs Tn Lakhs) | ||||||||
|---|---|---|---|---|---|---|---|---|
| For | the Quarter Ended | Nine Months Ended | Year Ended | |||||
| SI. No |
Particulars |
December 31, 2023 |
September 30,December 31, 2023 2022 |
December 31, 2023 |
December 31, 2022 |
March 31, 2023 |
||
| /Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Audited) | |||
| I | Income: | |||||||
| Revenue from Operations | 9.184.33 | 9,837.23 | 4,787.80 | 25,911.75 | 11,295.07 | 16,135.67 | ||
| Other Income | 351.44 | 189.78 | 3,584.11 | 699.19 | 3,816.97 | 3,856.39 | ||
| Total Income | 9,535.77 | 10,027.01 | 8,371.91 | 26,610.94 | 15,112.04 | 19,992.06 | ||
| 2 | E:.:penses: | |||||||
| Cost of Materials Consumed | 1.98 | 3.74 | 3.76 | 6.57 | l l .74 | 12.06 | ||
| Purchase of Stock - in - trade | 149.01 | 222.71 | 120.51 | 479.37 | 313.03 | 393.31 | ||
| Changes 111 lnventories of Stock - in - trade Employee Benefits Expense Adver1iscment and Business Promotion Expenses |
21.33 2,221.88 1.062.45 |
(12.55) 2,094.51 I ,446.25 |
(31.28) 732.87 1,154.55 |
51.21 6,185.19 3,536.06 |
(52.61) 3,970.82 3,070.46 |
(66.57) 5,855.06 4,224.21 |
||
| Other Operating Expenses | 4,360.49 | 4,597.58 | 4,937.88 | 12,395.22 | 9,169.52 | 12,941.22 | ||
| Total Expenses | 7,817.14 | 8,352.24 | 6,918.29 | 22,653.62 | 16,482.96 | 23,359.29 | ||
| I | 3 4 5 |
EarningsI(Loss)beforeFinanceCosts,Tax, Depreciation and Amortisation Expense (1 - 2) Finance costs Dcprccia1ion and Amo11isa1io11 Exoense |
1,718.63 1,991.09 1,769.91 |
1,674.77 I ,030.89 616.58 |
1,453.62 195.64 1,518.25 |
3,957.32 3,866.79 4,282.01 |
(1,370.92) 4<;1,21 2,778.92 |
(3,367.23) 1,029.87 4.546.15 |
| 6 | Profit/ (Loss) I.Jcf'ore Tax (3-4- S) | (2,042.38) | 27.30 | (260.27) | (4,191.48) | (4,641.05) | (8,943.25) | |
| 7 | Tax Expenses | |||||||
| Current Tax | 103.19 | 123.37 | (88.71) | 289 71 | (88.71) | (177.33) | ||
| Dcferm! Tax | (474.30) | 56.79 | (237.48) | (724. 19) | (498.82) | (844.55) | ||
| I | Total Tax Expenses | (371.11) | 180.16 | (326.19) | (434.48) | (S87.53) | (1,021.88) | |
| 8 | P1 ofit/(Loss) after T:ix (6 - 7) | (!,671.27) | (152.86) | 6S.92 |
(3,757.00) | (4,053.52) | (7,921.37) | |
| r | 9 | Other Comprehensive lnc1Jmc/(Loss) | ||||||
| III I I I I |
(i) Items that will not l>c reclassified to Statementof Profit 01· I ,oss a) Rcn;�asurcment of defined benefit plan b) lnco,:·,e Tax relating to items that will not be reclassiticd to profit or loss in subsequent period (ii) Items that will be subsequently reclassified to profit ur loss a) Exchang� diffcrc:nceE on 1ranslation of foreign opermions |
2.8-1 (0. 73) (0.66) |
1.17 (0.30) ( I 0.64) |
1.97 0.24 (0.59) |
28.63 (741) (9.41) |
( 16.92) 3.87 0.48 |
30.21 (3. 75) (14.55) |
|
| ITotal Other Comprehensive Income / (Loss) | 1.45 | (9. 77) | 1.62 |
11.81 | (12.S7) | 11.91 | ||
| II i |
JO | Total Comprehensive Income/(Loss) for the year / period (:l + 9) I ncomc / (Loss) for th.! year / period attributable to: !Owner; of cite company It-:,111 Co111rolling interests 1 ()�her q1111prehensive Income / (loss) for the year / Iperiod attributable to: |
(1,669.82) ( l.726.37) 55. IU |
(I 62.63) (211.53) SR.67 |
67.54 I 14.90 ( 48.98) |
(3,745.19) (3.870. 77) I 13 77 |
(4,066.09) (4,004.54) (48.9R) |
I (7,909. : 6) 1 (7,921.., 7) - |
| I | j ()wi:cr, of 1hc company Non Controiling interests Total �•,mprchcnsivc Income / (Loss) for the year / |
1.45 - |
(9. 77) - |
2.25 (0.63) |
I I.RI - |
(11.94) (0.63) |
I l.91 - |
|
| period attributable to: | ||||||||
| O\'ncrs ol the company | (1,72-192) | (221.30) | 117. 15 |
(3,858.96) | (4,016.48) | (7,909.46) | ||
| Non Controlling interests | 55. I 0 | 58.67 | (49.61) | I 13.77 | (49.6 I) | - | ||
| 11 12 JJ |
!'aid up Equity share capital (Rs. 10/- Each) Othc1· i:;quit)• Earnings/ (Loss) per Equity Share (face value of Rs. l 0/- each) Basic :Rs.) D:h11ed (Rs.) S.:c accompanying notes to the financial results |
6,919.75 (2.4lJ) (2.49) |
6,919.75 (0.24) (0 24) |
6,157.21 Not Annualised 0.19 0.18 |
6,919.75 (5.94) (5.94) |
6,157.21 6,157.21 24,436.94 I (7.04), ( I 3 65)! (7.v� ...E.:.�.li |
Deloitte Haskins & Sells
Chartered Accountants ASV N Ramana Tower 52, Venkatnarayana Road T. Nagar Chennai - 600 0 l 7 Tamil Nadu, India
Tel: +91 44 6688 5000 Fax: +91 44 6688 5050
INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF UNAUDITED INTERIM STANDALONE FINANCIAL RESULTS
TO THE BOARD OF DIRECTORS OF VERANDA LEARNING SOLUTIONS LIMITED
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We have reviewed the accompanying Statement of Unaudited Interim Standalone Financial Results of Veranda Learning Solutions Limited (the "Company") for the quarter and nine months ended December 31, 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.
-
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.
-
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 (!CAI). 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.
-
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. 008072S) �
Krishna Prakash E
Partner
(Membership No. 216015) UDIN: 24216015BKCPXX2445
Place: Chennai
Date: February 07, 2024
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Registered Office: Old No 54, New No 34. Thirumalai Pillai Road, T. Nagar, Chennai - 60001Veranda Lc::irning Solutions Limited 7 CIN: LWJ99TN2018PLCl 25880 Tel: 044-42967777 v ; E-mail: anantharamakrishna:[email protected], Website: www. erandalearning.com
STATEMENT OF U 'AUDITED INTERIM STANDALONF, FINANCIAL RESULTS FOR THE QUARTER A 'D NINE MONTHS ENDED DECEMBER 31, 2023
| STATEMENT OF U 'AUDITED INTERIM STAN | DALONF, FINANCIAL RESULTS FOR THE QUARTERA'D NINE MONTHS ENDED DECEMBER 31, 2023 |
|---|---|
| (Rs In Lakhs) | |
| I SL No Particulars |
Fur the Quarter Ended For· the Nine Months Ended Dcrcmb�r JI. Scpkmber JO, De�ember JI. December 31, December JI, 2023 2023 2022 2023 2022 Vear C:nded Marc'1 JI. 2023 |
| (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) |
|
| I Income: |
|
| Revenue from Operations Orher Income Total Income |
1.383.21 489.119 1,872.70 803.08 320.37 1,123.45 569.27 3,372.79 3,942.06 2,668.74 1,004.81 3,673.55 1,222.03 3,628.19 4,850.22 1,714.09 3,791.48 5,505.57 |
| 2 Expenses: Employee Benefits Expense Advertisement and Business Promotion Expenses !--�O_r_h_er O pernd11g Expenses I Total Expt!nses Earnings/ (Loss) before Finance Costs, Tax, Depreciation and Amortisation Expense (1 - 2) |
1,096.09 177.73 3,141.23 4,415.05 310.8-t 26.67 197.15 534.66 250.J5 57.41 145.10 452.86 290.44 46.88 2,019.61 2,356.93 885.77 169.63 490.41 1,545.81 809.39 132.27 2,444.34 3,386.00 1,338.04 670.59 1,585.13 2,127.74 1,464.22 1,090.52 |
| ' 4 Finance costs I5 Dcp1·cc1ation and Amonisation Expense 455.X(, 139. l l (28.18) 725.80 217.78 317.09 ) i.l : 6U•0 20.37 3.53 102.36 14.58 IIi Profit/ (Loss) before Tax (3 - 4 - 5) 820.2 8-4 ___ 5_1! . I_I -+- - 1...,6_0_9.7_ 8-+- 1..,2_9_9.5 8 ___ 1,,_:!3 1. 86 702.31. -1 I 7 i I Tax Expenses Curren! Tax I \ 1Defcrred Tax (10�92) (1�71) 8�10 6.65 4.i/4,: -.I ( I 4. I �J ___ 6 .6..:..5 -1--___ 4.0_1-1i (14.J]) !Total Tax F.xpcnscs --------+- - --·(10.92) , ---(�.;..;, 7.:..1)�---8.IOI l f;1PrPfit/(Loss) after T.?x (6 - 7) 831.20 SU.82 1,601.68 1,313.71'T"�-1 i 9Other Co111pr�hensive lnco111e / (Loss) Items that will not be recla�sificti to i I ISrntemwt of Profit or Los� I i I i:)RemeasurementofdefinedbenefitplanI 5.o, 1 1 1.84 2.60 11.19 (1.15)1 iOUi b) laco,11e Tax relating ro items that will not be I I I rc�Jass1ficd to profit or Joss in subseque111 (1.28) (G.46) (0.68) (2.82) 0.29 l (2 :'.:i)! I ! I �� i i .. _ .......... T_o_t:ol-'O t_n_c�r=C=o=n�1p=1=·c�h=c=11s=i=ve=-• - n=c=o=n-1_e:/=(L==o-s s-::) �=-:=-=- -- _ -_3 ..:..7·-,):-=- �--=- -=-l-.;.:.3-=-8��-=- -=- -=- l=--9_2-=.:-=- -=- -=- -=-8-. _3-=_7��-=- -�-=-�-=(0.8_6-"--)t-·7_ :;-1 s-1 I 10 Total Comprehensive Income/ (Loss) for the ,14_20 I ;B4.•F> � 1,603.60 t.322.08J' 1,2 2_4.J_s _ . 7o_s.s_o_!1 J_> rio<l/year lS+9) , _ j!lPaidup Equityshare capital (Rs.10/- Each) _6,919.751 6...:.,9c....1_9.7_5-+- 6,'-1_5 7._2 1 -+-- 6,9.l9.75I 6,157.2i 6, 157.21i l I12 Other Equity - . , _J 38,3-12.33l -j 3 Earnings!(!.. oss) 1icr Equity Share (face value 1, ., Not Annualised I of Rs. 1 Of- each) ! Ba,!C (Rs.) 1.201 0.791 2.68j.- -�;;r- 2 ;5 --·""Tzo-j L__J_ Diiuted (Rs.) . . 1. I 6 0.77 . 2.57. 1.95.....!____2. _0'/.., _ __ !._iJ •3ce a<:compo:1:1ing r.mes to.the .finai1cial results |
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Veranda L,:,\rning Solutions Limited I!cgistcretl Office: Old No 54. New J'iu 34. Tl-inm1alai Pillai Road, T. Nagar, Chennai - 600017 CIN: L749ll'.JTN2018PLC1 2588 0
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Notes to the Statement of Unaudited Interim Standalone an1l Consolidated Financial Results fur the Quarter and Nine Months Ended December 3!, 2023
In cem1s of Regulation 33 of the SEBI (Listing Obligations .!nd Disclosure Requiremems) 2015, as amended, the ubovc Unaudited lnte1i111 Standalone and Consolidated Financial Results of the CoP1pa11y have been reviewed by the Audit Committee and approved by the Buard of Directors at their meeting held on February 07, 2024. The stan1tory auditors of the Company hav� issued an unmodified conclusion in respect of the limited review for the quarter and nine months ended December 31, 2023.
- 2 The Consolidated Financial results of the Company comprising of Company and its subsidiaries (together the "group") includes the results of clie following entities:
clie following entities: |
||||
|---|---|---|---|---|
| %Holding | :.1s | |||
| Company | Relationship | at December | ||
| 31,2023 | ||||
| a) Veranda Leaming Solutions Limited | Parent | - | ||
| b) Subsidiaries in the group | J | |||
| �eran_da Race Leaming Solutions Privaie Li111iccd (ii) Veranda XL Learning Solutions Private Limited (iii) Veranda !AS Leaming Solutions Private Limitecl (iv)' Brain4cc Eclucation Solutions Private Limited (v) Veranda Learning Solutions North America, Inc. |
Subsidiary Subsidiary Subsidia1y Subsidiaiy Subsidia1y |
JOO.DO¾ 76.00% 100.00% 100.00% 100.00% |
I | |
| (vi) Vera,;da Managem.::nt Learning Solutions Private Limiteo (vii) Verand,i Administrative Learning Solutions Private Limiced |
Subsidiary Subsidiary |
100.00% 100.00% |
||
| (viii) Sreedhar CCE Leaming So:mions Private Limited (from July 07, 2023) | Stc�'-down Sub�idiaiy | 100.00% |
||
| (ix) BAssure Solmions Private Limited (from July 2 l. 2023) | Step-down Subsidiary | 86.00% |
! | |
| I (x) J'Jcyyar Academy Private Limited (from July 2 l, 207.3) |
Step-down Subsidiary | 76.0:)�I., |
···- | 1 , |
| (xi) Neyyar Education Private Limited (from July 21, 2023) ! (xii) Ph ire Leamin['. Solucions Private Limited (from July 21, 7.023) tffi'ii) Si'< Phrase Edutcch Privace Limited (from July 21, 2023) v) Educ1re Infrastructure Services Privace Limited (from August 30, 2023) L(XV)Ta!cntely lnnovacive Solutions Private Lim:t:xl (from July 21, 2023) |
Step-down Subsidiary Step-down Subsidiary Step-down Sub�rdiary Step-down Subsidiary Step-down Subsidiary |
76.00% ' 99.98% -� I 98.,;o:;:-_J 76.00�'c ! ____l__J8.00%i |
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3 B:?:;ed on the ir•�n::f.lemcnt appr0ach as ddine<l in hd AS I 03 .: Operating Segments, the Chief Operating Decision Maker (CODM), eval,tatc.; the ..:ornpanys pcrforr.1ance and allocates resources based 011 .:nalysis of various performance indicators by business �egments. The G,'oup operates in 011ly enc segment. viz. Education Business.
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4 The subsidiruy companies. as scaicd at Note 2(b) (i), (iii) ,rnd (1v) above, have accumulated losses and the net worth has eroded 1s at Deccmbe,· 31, 2923. The C0m1:w1y !!as been providing financial su;:iporl 10 these entities to meet their financial obligations. as w,� when required in the form or loans. which are recoverable on demand from these subsidiaries. The Company has carried out an impainm:nl asses�menl and noted that the pre.sent va!u,: of future cash flows will exceed the net carrying value of its inves1me11ts and loans in thcst s.ibsidiJri,!S as ar December :; l, · 2023. -.vh:ch iinolvcs �i�nific-ant estimates & judgem�111s :i�,�dc: by the managcmelll. Considering that cbcsc r.ubsidiaries are in the initi:,: y(,:::·s or ,heir commercial opcra!ion and aisc considering thr:: fua,re b1..s:11e$S plans of cl·.esc comp:rnies. the managcmcn, is or ih::: opinion tiu:t 1l1c·,c a:,,n:..:·:1:; arc ,;011sicie1ed good :111'1 fully r•�coverable.
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5 Sc1t,scqueni ;0 the qu:irrer ended December 31, 2013. Vcn1nib XL Lcarni1:i,t Solutions Pr:vatc Limited. a subsidiary of che Company. has ::,nerc:1 into a d.::fnitivc qgr.::eme1:t to acquire 100% of the equity �lwr..: ,apital of Tap<:1sya [ducational Institutions Private Limited. an·edu.:atio,ial scrvicc,s cc1111pany headquartered in llldia, in three tranches L,r c,1,h considcraiion.
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. Ow�!;!be_r -�-• 2_0_2�_ar_e !C,.8_2..:..,8_3_9_.__ _ _ ___ ]
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6 Du�ing the quaner ended Dece·mber 11, 7.023, 6,51.400 s!o. : k 09tions were granted lo employees. The total outstanding stocl: optioiis ,=� =H i _ _ ______
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Veranda Lcarnit:g Solutions Limi�ed Registered Office: Old 'o 54, NC'w No 34, Thirumaiai Pill:ti Road, T. �agar, Chcnnai - 600017 CIN: L7499 1 lTN20l!WLCl25880
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Tel: 044-42967777_; E-mail: an:mtharamakri:;hn::n.m@vcrandalearnin�.com, \Vebsitc: www.ver:i'11dalea.-ni11g.con_1 ______ �
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i ·1 Board of Direcmrs 0f Veranda XL Leaming Solutions Private Limited ("Sub5idiary" or "Yuanda XL") in iis meeting dated January 17, 2023 ' has approved merger of Vcn:nda XL Leaming Solmions Privm,: Limited (Veranda XL) and J.K Shah Education Private Limitc.i (Step - Down Subsidiary). The appl:cation fe,r merger has been appro\'cd t-y 1\·,e National Company L::1w Tribunal on November 20, :wn with appointed date .is October 3 I, 2022.
During the qua11er ended Decemb�r 31, 2023, purst:anl to the scheme of merger, Veranda XL Leaming Solutions Pnvate Lim;ted h�s iss.id 18,98,970 equity shares of Rs.JO each to the shareholders of J.K Shah Education Private Limited in lieu of their shareholding in J.K Shah Education P1ivate Limited. Consequently, the shareholding of the C-imprv1y in Veranda XL Learning Solutions Private Limited has reduced to 76%.
Further, as per the Share purchase agreements dated Oc1obcr 31. 2022 and March 31, 2023, the Company has an uncondi1ion.1I obJ;g:.1tioP '.0 purchase balance 24% of the equity share capital ( 18,98,970 equity shares) vf Veranda XL Leaming Solutions Private Limit'!d within 3 years from the date of share purchase agreement i.e. October 31, 2025. /\ccordingly, the non-controlling interest (NCI) of 24%, meet� the definition ,1f financial liability a� per Ind AS 32 and has been recognized �s "deferred conside1ation obligation" by discounting the cst;mated fut�re cash nows at their present values.
- 8 D'Jring the nine months cmied December 31, 2023, Veranda Ad�1•nistr.:iti\'e Lea111i11i Solutions Private Limited (v ALSPL.) h·1s a<:q11ir•;d. as µ�rt ot the first tranche acquisition as well as primary im·cstnwm, t'.1e s!rnrcs of entities list-::d 1:-clow for cash considcratiGr. a; w?.lf as r.ons1deratio11 0thcr than cash i.e., swap of 14, 17,22.639 shares ofVALSPL.
Pursuant tc, a resolmion of the Board of Directors of the Company dated J11ly 14, 2023 a11c shareholders of the Company dated /\ui_ust 07, 2023. cite Company :,as issued and alloted 75,78,743 shares of Rs. l 0 each at Rs.187/- per share valued in accord:: 1 1cr wi:h Chapter V of SF.Bi lCDR 0;1 a private placement basis to non-promoters. Regulations and Articles of Associations of the company for a cv:isideration othr.r than ca:.h (i.e., swap of 14, ! 7)2• . 639 slm·cs of 111:: VALSPL)•
The table sets om the% shareholding of VALSPL in the foll0\'i:1g entities as at December 31, 2023 after completion of a.;�ui$;tion of t:1e tir,t ,ranche shares and pnmary investment, as the case maybe:
| The table sets om the% shareholding of VALSPL in the foll0\'i:1g ,ranche shares and pnmary investment, as the case maybe: |
'i:1g | entities as at December 31, 2 |
|---|---|---|
| Arquiree Company (i) BAssure Solutions Private Limited -----·- (ii) Edc1carc lnfrastruc1ure Services Private Limited (iii) Neyyar Academy Private Limited liv) Neyyar Education Private Limited (v) Ph ire Learning Solutions Private Limited (vi) Six Phiase Edutech Private Limited (vii) SrnartBridge Educational Services Private Limited |
·- | VALS % s!tareholding 86.00% 76.00% 76.00% 76.00% |
| 99.98% 98.00% ·- S.00% |
As �• December 3 I. 2023, for the above entities (i) to tvi), the initial accouming for busin::s5 combinations is not complete ::nJ the Grour, has recorded the provisional amounts of ide111ified asse1s a nd liitbilitit:s. The Group is in the process of carrying out the cktailec pu:·chase pric-� allocation ('PPA ') using an inc!epende111 expert and is confident o!· completing this cvaluatrn;1 during the measurenwnt period.
Cl During the nine months ended December 3 I, 2023, Srccrlhar CCE Learning Solutions Private Limited was in�orporated on July o·/, :w:n as a s1cp down subsidiary of the Company and a subsidi,,ry of Vcral)'Ja Race Learning Soiutions Private Limited. Fur:her. Sreerlhar CCE L:ar:1i:1g Solutions Private Limited has signed tlu·ee business 1ransf,�r agn:cments to acquire the businesses of: (a) Green Marker Edntech Pi"ivate Limited (CTN U&0904TG2020PTC!46298); (b) Sreedhar's CCE pan,,ership firm (PAN ACEFS6618Q): and (c) Sreedlrnr's CCE pm111ership firm (PAN ADEFS"i016F) with effect from July 14, 2023. The Company has ;iccordingly performed me purchase p1ice allC.'catil,n on a provisional basi> a, 0f December 31, 2023 in accordance with Ind AS I 03 and will 1:ompletc the exercise within a period of I year from the date of acquisition.
- IO During the nine months ended December 31, 2023. the Coa1pany h:,d made au application lo the Reserve Bank of India (RBI) for R::g;s1ration as 1 Core lnvc�unem Comp;.ny (CIC). Subseque111ly. 1hc·Company, in its corrc�pandence with the RBI also informed tiiat. it is in the pro< : e$S of rescruclllring its business ac1iv1tics. following which it would no longer meet the eligibility criteria of a CIC.
Verar.da IAS Learning Solutions Private Limited, Vcranch1 i\lanag.:ment Le:m:ing Solutions Private Limited and \lernnda Admin istr:,1,•11: I.earning Solu,ions Private Limited have satisfied the principal _businr:ss lest for being considered as Non-banking Finarwi�l C0:11pa1�y (N( ; 1·C) as per the financial statemems as at March 31, 2023. The Comp:111ies have applied lo the RBJ for waive.- fror.i regis1r:1tio•1s u5 Nl: l -'Cs, du.: tu cl1�,1gcs i:1 operations in Financial Year 2023-24 leading 10 the· cvmpani.!S not satisfying the NBFC criteria test.
1 Ct,ri,:g the quarter t,nded December 31. 2023, the RBJ has returned the appli1:·Hions (in original) and advised th•: Cr••!\ ,,:11;1.:s "' ·.11,proad, the Depar1111�1,1 of Sul_l<:Plision, Chi;,nnai Regional Office with la lest 1_i1_ia_n_e_ia_l_s_ta_ t_e1_n_e_n_ts_. --, - ----------,
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Vcrandli Lc:ar:1i11� Sol!ltions Limited Registered Office: Old No 54, New No :ir.. Tliirm•1:1lai J[>] illai noad, T. agar, Chennai - 60001 ·1 CIN: L7�999TN2018l'LC12:i8SU Tel: 0-H-42967777; E-mail: ananthar:.!111:>l-.rish:1a11.m®vcra11�:1lc:irn111g.com, Website: www.verandalcarning.rom
Ii Figures of tht previous periods, wherever necessary, have been ,.:-grouped/ reclassified to conform to the curren, periods' ;Jiesr.m;,Pon.
For and on behalf of Board of Directors Kalp:ithi S Surcsh Executive Director c•m1 C�air,nan DI : 00526480
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Place : Chennai Da!c : February 07. 2024