Veranda Learning Solutions Limited — M&A Activity 2025

Mar 28, 2025

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Veranda Learning Solutions Limited

March 28, 2025 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

Dear Sir/Madam,

Sub: Disclosure under Regulation 30 of the SEBI (LODR) Regulations, 2015 -Merger of Subsidiaries of Veranda Learning Solutions Limited (“the Company”)

Pursuant to Regulation 30 of the SEBI (LODR) Regulations, 2015 this is to inform that Merger between Sreedhar CCE Learning Solutions Private Limited, (“Transferor Company”), (Stepdown Subsidiary of the Company and wholly owned subsidiary of the Transferee Company) and Veranda Race Learning Solutions Private Limited, (“Transferee Company”) Wholly Owned Subsidiary of the Company has been approved by the Audit Committee of the Company and the Board of Directors of the Transferor and Transferee Company.

The details as required under Listing Regulations is enclosed as Annexure A.

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

Thanking you, For Veranda Learning Solutions Limited

SWAMINADHAN Digitally signed by SWAMINADHAN BALASUNDHARAM BALASUNDHARAM Date: 2025.03.28 18:24:30 +05'30'

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

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contact@verandalearning.com www.verandalearning.com

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+91 44 4690 1007

G.R. Complex First floor No.807808, Anna Salai, Nandanam, Chennai -600 035 CIN: L74999TN2018PLC125880

Veranda Learning Solutions Limited

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Annexure -A

Annexure	**-A **
Details of events thatneedsto beprovided	Information of such event(s)
Name of the entity(ies) forming part of theamalgamation/merger, details in brief suchas, size, turnover etc.;	(a) Name of the entitiesTransferor Company:Sreedhar CCE Learning Solutions PrivateLimitedTransferee Company:Veranda Race Learning Solutions PrivateLimited(b) Details of MergerMerger between Sreedhar CCE LearningSolutionsPrivateLimited,(“TransferorCompany”), (Stepdown Subsidiary of theCompany and wholly owned subsidiary of theTransferee Company) and Veranda RaceLearningSolutionsPrivateLimited,(“TransfereeCompany”)WhollyOwnedSubsidiary of the Company.(c) Turnover/Revenue for December 31,2024TransferorCompany:SreedharCCELearning Solutions Private Limited – Rs.3,093.99 (In Lakhs)TransfereeCompany:VerandaRaceLearning Solutions Private LimitedRs. 6,662.09 (In Lakhs)
Whether the transaction would fall withinrelated party transactions? If yes, whetherthe same is done at “arm’s length”	The Transferor Company is a wholly-ownedsubsidiary of the Transferee Company. Theproposed merger does not fall within thepurview of the related party transaction underSection 188 of the Companies Act, 2013 andthe same is subject to the sanction of theRegional Director, Chennai. Further, pursuantto Regulation 23(5)(b) of the SEBI (LODR)Regulations,the relatedpartytransaction

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contact@verandalearning.com www.verandalearning.com +91 44 4690 1007 G.R. Complex First floor No.807808, Anna Salai, Nandanam, Chennai -600 035 CIN: L74999TN2018PLC125880

Veranda Learning Solutions Limited

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----- Start of picture text ----- provisions are not applicable to the proposedScheme.Area of business of the entity(ies) Sreedhar CCE Learning Solutions PrivateLimitedThe Transferor Company is engaged in thebusiness of providing educational services inthe field of competitive exams training(“Business of the Transferor Company”).Veranda Race Learning Solutions PrivateLimitedThe Transferee Company is engaged in thebusiness of providing educational services inthe field of competitive exams training(“Business of the Transferor Company”).Rationale for amalgamation/ merger To rationalize and consolidate the groupstructure.In case of cash consideration – amount or The Transferor Company is a Wholly ownedotherwise share exchange ratio subsidiary of the Transferee Company, and theTransferee Company is a Wholly ownedsubsidiary of Veranda Learning SolutionsLimitedThere is no cash consideration or issue ofshares involved under the scheme of merger.Brief details of change in shareholding There would be no change in the shareholdingpattern (if any) of listed entity pattern of Veranda Learning Solutions Limitedsince no shares shall be allotted.----- End of picture text -----

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contact@verandalearning.com www.verandalearning.com

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+91 44 4690 1007

G.R. Complex First floor No.807808, Anna Salai, Nandanam, Chennai -600 035 CIN: L74999TN2018PLC125880