Veranda Learning Solutions Limited has informed the Exchange regarding Notice of Extraordinary General Meeting to be held on August 25, 2025
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Veranda Learning Solutions has called an EGM on August 25, 2025, at 12:00 noon via video conferencing, with remote e-voting open from August 22-24, 2025. The EGM will consider three resolutions: (1) a preferential allotment of 20,16,124 equity shares at Rs. 248 per share (a premium of Rs. 238 over face value of Rs. 10), totalling about Rs. 49.99 crore, to non-promoter Jitendra Kantilal Shah; (2) approval of material related party transactions of the company; and (3) approval of material related party transactions of its subsidiaries. The shares to Jitendra Shah will be issued for consideration other than cash, in exchange for his 9,49,485 equity shares (a 12% stake) in Veranda XL Learning Solutions Private Limited (VXL), a subsidiary. The floor price was set using July 25, 2025, as the relevant date under SEBI ICDR rules, and there will be no change in management or control of the company as a result.
Shareholders will be asked to approve a stock-swap deal that adds ~20.16 lakh new shares (dilutive) to acquire an additional 12% in subsidiary VXL, plus blanket approvals for related party transactions of the company and its subsidiaries. Investors should watch the EGM outcome on August 25; dilution is modest but the related party transaction approvals are broad and merit review of the explanatory statement.