Veranda Learning Solutions Limited has successfully acquired the remaining 24% stake in Veranda XL Learning Solutions Private Limited (VXL), making it a wholly-owned subsidiary. This strategic move, completed on September 10, marks a significant milestone in Veranda Learning's expansion strategy.

Acquisition Details

The acquisition was executed through a combination of share swap and cash consideration:

Share Swap (12% Stake)

• Veranda Learning issued 20,16,124 new equity shares
• Issue price: ₹248.00 per share (face value ₹10.00, premium ₹238.00)
• Total value: ₹49.99 crore
• In exchange for 9,49,485 equity shares of VXL (12% of VXL's equity)

Cash Consideration (12% Stake)

• Acquired 9,49,485 equity shares of VXL
• Representing the remaining 12% of VXL's equity capital

Impact on Veranda Learning's Share Capital

The share swap has resulted in changes to Veranda Learning's paid-up equity share capital:

Strategic Implications

This acquisition gives Veranda Learning complete ownership and control over Veranda XL Learning's operations. The move is likely to streamline decision-making processes and potentially lead to improved operational efficiencies within the group.

Regulatory Compliance

The company has adhered to all necessary regulatory requirements:

• Obtained in-principle approvals from BSE and NSE
• Complied with SEBI Listing Regulations and ICDR Regulations
• The newly allotted shares will be subject to a lock-in period as per SEBI ICDR Regulations

Investor Information

The preferential issue was made to Mr. Jitendra Kantilal Shah, the sole investor in this transaction.

This strategic acquisition underscores Veranda Learning's commitment to strengthening its position in the education sector. Shareholders and market observers will likely be keen to see how this full ownership of VXL translates into value creation for Veranda Learning in the coming quarters.

Veranda Learning Solutions Limited promoters have made a significant commitment to maintain a substantial ownership stake in the company, according to a recent regulatory filing.

Promoters' Pledge

The promoters of Veranda Learning Solutions - Kalpathi Subramanyam Aghoram, Kalpathi Subramanian Suresh, and Kalpathi Subramaniam Ganesh - have agreed to maintain ownership of at least 34.05% of the company's share capital. This agreement follows an amendment to debenture trust deeds and constitutes an encumbrance over 3,18,71,573 shares.

Previous Pledge

Prior to this agreement, the promoters had pledged 64,65,516 shares, representing 6.77% on a fully diluted basis. This pledge was related to non-convertible debentures issued by Veranda Learning Solutions Limited and Veranda Race Learning Solutions Private Limited.

Debenture Trust Deed Details

The encumbrance is part of the terms of debenture trust deeds with Catalyst Trusteeship Limited acting as the debenture trustee. This arrangement serves as common security for the non-convertible debentures issued by both Veranda Learning Solutions Limited and Veranda Race Learning Solutions Private Limited.

Regulatory Compliance

The disclosure of this encumbrance was made in compliance with Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The company has duly informed the stock exchanges - BSE Limited and National Stock Exchange of India Limited - about this development.

Impact on Shareholding

The new agreement significantly increases the promoters' committed stake in the company. The table below illustrates the change in encumbered shares:

This substantial increase in the promoters' committed stake could be seen as a strong signal of their confidence in the company's future prospects.

Veranda Learning Solutions Limited, a key player in the education technology sector, continues to demonstrate its commitment to transparency and regulatory compliance through these disclosures. The company's shares are listed on both the BSE and NSE, making this information crucial for investors and market participants.