Veranda Learning Solutions Limited — M&A Activity 2023

Feb 9, 2023

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

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February 09, 2023

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

Sub: Scheme of Amalgamation between Veranda XL Learning Solutions Private Limited, (Transferee Company and Wholly owned subsidiary of the Company) and J. K. Shah Education Private Limited, (Transferor Company and Subsidiary of Veranda XL Learning Solutions Private Limited) and their respective Shareholders and Creditors (Scheme).

Dear Sir/Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please be informed that the Board of Directors at their meeting held on 9th February, 2023 inter alia have unanimously approved the scheme of amalgamation between Veranda XL Learning Solutions Private Limited, (Transferee Company and Wholly owned subsidiary of the Company) and J. K. Shah Education Private Limited, (Transferor Company and Subsidiary of Veranda XL Learning Solutions Private Limited) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act 2013.

The scheme is subject to the approvals from the respective shareholders and creditors, the National Company Law Tribunal, and other statutory and regulatory authorities, under applicable law.

The Transferee Company would issue and allot 18,98,970 (Eighteen Lakhs Ninety- Eight Thousand Nine Hundred and Seventy) equity shares of Rs. 10/- each to Mr. Jitendra Kantilal Shah, in lieu of shares held in the transferor company as on the Record Date.

As per the Scheme, the appointed date for the scheme of amalgamation shall be October 31, 2022 or such other date as may be directed or approved by the National Company Law Tribunal or any other appropriate authority.

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contact@verandalearning.com www.verandalearning.com +91 44 4296 7777

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34, Thirumalai Road, T Nagar, Chennai, Tamil Nadu 600 017 CIN: L74999TN2018PLC125880

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

The information in connection with the Proposed Transaction is being given pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with details relating to said transactions. (Enclosed as Annexure I).

Kindly take the above submission on record.

Thanking you,

For Veranda Learning Solutions Limited

M Digitally signed by M ANANTHARAMAKRISH ANANTHARA NAN Date: 2023.02.09 MAKRISHNAN 18:55:01 +05'30'

M. Anantharamakrishnan Company Secretary & Compliance Officer

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contact@verandalearning.com www.verandalearning.com +91 44 4296 7777

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34, Thirumalai Road, T Nagar, Chennai, Tamil Nadu 600 017 CIN: L74999TN2018PLC125880

Annexure – I

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S.No Particulars Remarks
a. Name of the entity(ies) forming part of Veranda XL Learning Solutions Private
the amalgamation / merger, details in Limited (“VXL”)
brief such as, size, turnover etc.;
For the Financial Year Ended March 31,
2022 total income from operations was
Rs.70.78/- Lakhs.
J. K. Shah Education Private Limited (“
J.K. Shah”)
For the Financial Year Ended March 31,
2022 total income from operations was
Rs.9402.03/- Lakhs.
Through Scheme of Amalgamation J.K.
Shah is proposed to get merged with
Veranda XL subject to the shareholders
and other requisite approvals including
approval of NCLT.
b. Whether the transaction would fall The scheme of amalgamation between
within related party transactions? If Veranda XL and J.K. Shah is a related
yes, whether the same is done at party transaction and is to be done at
“arm’s length”; arm’s length basis, based on the
Valuation & Fairness Share
Entitlement Report for the proposed
Scheme of Amalgamation.
c. Area of business of the entity(ies); Veranda XL Learning Solutions Private
Limited
The Company is engaged in the
business of providing formal and
informal education both through
franchising and self-owned centers to
train students in both India and abroad
for various educational programs
including training for all competitive
examinations.
J. K. Shah Education Private Limited
The Company is engaged in the
business of providing learning
solutions in online, offline, hybrid and
offline blended formats to students,
through professional courses such as
CA, CS, CMA etc
d. Rationale for amalgamation / merger; The business of Veranda XL Learning
(In brief) Solutions Private Limited and J. K.
Shah Education Private Limited,
complement each other, and
combination of such companies would
lead to business continuity along with
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commercial, operational and
administrative synergies which will lead
to maximize stakeholders’ value.
e. In case of cash consideration – amount or No cash consideration is involved in the
otherwise share exchange ratio; Scheme.
18,98,970 (Eighteen Lakhs Ninety-
Eight Thousand Nine Hundred and
Seventy) equity shares of Rs. 10/- each
as fully paid-up will be issued and
allotted by the transferee company to
Mr. Jitendra Kantilal Shah, in lieu of
shares held in the transferor company.
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commercial, operational and administrative synergies which will lead tomaximize stakeholders’ value.	commercial, operational and administrative synergies which will lead tomaximize stakeholders’ value.	commercial, operational and administrative synergies which will lead tomaximize stakeholders’ value.
e. In case of cash consideration – amount or otherwise share exchange ratio; No cash consideration is involved in the Scheme. 18,98,970 (Eighteen Lakhs Ninety- Eight Thousand Nine Hundred and Seventy) equity shares of Rs. 10/- each as fully paid-up will be issued and allotted by the transferee company to Mr. Jitendra Kantilal Shah, in lieu of sharesheldinthe transferorcompany.
f.	Brief details of change in shareholding pattern (if any) of listed entity	Post-merger, there will be change in shareholding pattern of Veranda XL Learning Solutions Private Limited after allotting the shares to the Shareholder, in lieu of shareholding in J.K. Shah Education Private Limited pursuant to the Scheme of Amalgamation as detailed hereunder: Upon the Scheme becoming effective, the Transferee Company shall issue and allot 18,98,970 (Eighteen Lakhs Ninety- Eight Thousand Nine Hundred and Seventy) equity shares of Rs. 10/- each as fully paid-up, to Mr. Jitendra Kantilal Shah, in lieu of shareholding in J.K. Shah Education Private Limited, as on the Record Date based on the Valuation & Fairness Share Entitlement Report for the proposed Scheme of Amalgamation of Mr. S.Sandeep, (COP No: IOVRV00611SFA) Dated: January 09, 2023. % of Shareholding of Veranda Learning Solutions Limited in Veranda XL Learning Solutions Private Limited, as on the effective date of the amalgamation will be 76% % of Shareholding of Mr. Jitendra Kantilal Shah, in Veranda XL Learning Solutions Private Limited, as on the effective date of the amalgamation will be 24%