Veranda Learning IPO Basis of Allotment

Our Company was incorporated on November 20, 2018 as 'Andromeda Edutech Private Limited', a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated November 21, 2018 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. The name of our Company was changed to 'Veranda Learning Solutions Private Limited', pursuant to a fresh certificate of incorporation dated September 10, 2020 issued by the Registrar of Companies, Chennai. Subsequently, our Company was converted into a public limited company pursuant to a resolution passed by our Shareholders at the extraordinary general meeting held on September 30, 2021 and a fresh certificate of incorporation dated October 12, 2021 was issued by the Registrar of Companies, Chennai consequent upon conversion, recording the change in the name of our Company to 'Veranda Learning Solutions Limited'. For further details in relation to the change in the name and registered office of our Company, see "History and Certain Corporate Matters" beginning on page 171 of the Prospectus dated April 4,2022 ("Prospectus").

INITIAL PUBLIC OFFERING OF 14,598,540 EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH ("EQUITY SHARES") OF VERANDA LEARNING SOLUTIONS LIMITED (THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF Rs. 137 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 127 PER EQUITY SHARE) (THE "OFFER PRICE") AGGREGATING UP TO Rs. 2,000 MILLION (RUPEES TWO THOUSAND MILLION) (THE "OFFER"). THE OFFER WOULD CONSTITUTE 26.17% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the "SCRR") read with Regulation 31 of the SEBI ICDR Regulations. The Offer was made through the Book Building Process, in compliance with Regulation 6(2) of the SEBI ICDR Regulations, wherein not less than 75% of the Net Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Portion"). Our Company, in consultation with the BRLM, allocated up to 60% of the QIB Portion to Anchor Investors, on a discretionary basis (the "Anchor Investor Portion"), of which one-third was reserved for domestic Mutual Funds, subject to valid Bids having been received from domestic Mutual Funds at or above the price at which Equity Shares were allocated to Anchor Investors. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares were added to the QIB Portion (other than Anchor Investor Portion) ("Net QIB Portion"). Further 5% of the Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids having been having been received at or above the Offer Price. Further, not more than 15% of the Net Offer was made available for allocation on a proportionate basis to Non-Institutional Bidders ("NIBs") and not more than 10% of the Net Offer was made available for allocation to Retail Individual Bidders ("RIBs"), in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. All Bidders (other than Anchor Investors) were required to mandatorily participate in this Offer through the Application Supported by Block Amount ("ASBA") process and were required to provide details of their respective bank account (including UPI ID for RIBs using UPI Mechanism) in which the Bid Amount were blocked by the SCSBs or the Sponsor Banks, as the case may be. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, specific attention is invited to "Offer Procedure" beginning on page 339 of the Prospectus.

The bidding for Anchor Investor opened and closed on March 28, 2022. The Company received 3 applications from 3 Anchor Investors for 3,412.500 Equity Shares. The Anchor investor price was finalized at Rs. 137 per Equity Share. A total of 3,412.500 shares were allocated under the Anchor Investor Portion aggregating to Rs. 467,512,500.

The Offer received 58,288 applications for 31,126,400 Equity Shares (prior to technical rejections) resulting in 2.78 times subscription. The details of the applications received in the Offer from various categories are as under:

Final Demand

A summary of the final demand as at different Bid prices is as under:

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being the BSE on April 6, 2022.

A. Allotment to Retail Individual Bidders (after technical rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Bidders, who have bid at the Cut-Off Price or at the Offer Price of Rs. 137 per Equity Share, was finalized in consultation with the BSE. This category has been subscribed to the extent of 4,402016 times. The total number of Equity Shares Allotted in Retail Portion is 1,459,854 Equity Shares to 14,598 successful Retail Individual Bidder. The category-wise details of the Basis of Allotment are as under:

Please Note: 1 additional Share shall be allotted to 54 Allottees from amongst 825 Successful Applicants from the categories 200-1400 (i. e. Excluding successful applicants from Category 100) in the ratio of 18:275

B. Allotment to Non-Institutional Bidders (After Technical Rejections)

The Basis of Allotment to the Non-Institutional Bidders, who have bid at the Offer Price of Rs. 137 per Equity Share or above, was finalized in consultation with the BSE. The Non-Institutional Portion has been subscribed to the extent of 3,814217 times. The total number of Equity Shares Allotted in this category is 2,189,781 Equity Shares to 184 successful Non-Institutional Bidders. The category-wise details of the Basis of Allotment are as under: (Sample)

C. Allotment to QIBs

Allotment to QIBs, who have Bid at the Offer Price of Rs. 137 per Equity Share or above, has been done on a proportionate basis in consultation with the BSE. This category has been subscribed to the extent of 2,131255 times of QIB Portion. As per the SEBI Regulations, Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e.. NIL Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e., 7,536,405 Equity Shares (including unsubscribed portion of QIB Mutual Funds) on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 7,536,405 Equity Shares, which were allotted to 9 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under:

Unsubscribed portion of 376,820 Equity Shares spilled over from QIB MF to Other QIB's.

D. Allotment to Anchor Investors

The Company and the Selling Shareholders, in consultation with the BRLMs, have allocated 3,412,500 Equity Shares to 3 Anchor Investors (through 3 Applications) at the Anchor Investor Offer Price of Rs. 137 per Equity Share in accordance with the SEBI Regulations. This represents 60% of the QIB Portion.

The Board of Directors of our Company on April 6, 2022 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being BSE and has allotted the Equity Shares ("Allotted") to various successful Bidders. The Allotment Advice- cum-Intimations and/ or notices will be dispatched to the address of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Offer Account have been issued on April 6, 2022 and payment to non-Syndicate brokers have been issued on April 7, 2022. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares Allotted to the successful Allottees have been uploaded on April 07, 2022 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with BSE and NSE on April 07, 2022. The Company has received listing and trading approval from BSE and NSE and the trading will commence on April 11, 2022.

All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Prospectus.

INVESTORS PLEASE NOTE

The details of the allotment made will be hosted on the website of the Registrar to the Offer, KFin Technologies Private Limited at www.kfintech.com

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the first/ sole Bidder. Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and a copy of the Acknowledgment Slip received from the Designated Intermediary at the address given below:

KFin Technologies Limited
Selenium Tower-B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad- 500 032, Telangana, India.
Tel: +91 40 6716 2222
E-mail: veranda.ipo@kfintech.com;
Investor Grievance E-mail: emward.ris@kfintech.com
Website: www.kfintech.com
Contact Person: Mr. M. Murali Krishna;
SEBI Registration No: INR000000221
	For VERANDA LEARNING SOLUTIONS LIMITED
	On behalf of the Board of Directors
	Sd/-
Place: Chennai, Tamil Nadu	M. Anantharamakrishnan
Date: April 9, 2022	Company Secretary and Compliance Officer

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF VERANDA LEARNING SOLUTIONS LIMITED.

VERANDA LEARNING SOLUTIONS LIMITED has filed the Prospectus dated April 4, 2022 with RoC. The Prospectus is available available on the websites of SEBI at www.sebi.gov.in, stock exchanges i.e., BSE at www.bseindia.com, NSE at www.nseindia.com, respectively and is also available on the website of the BRLM, i.e. Systematix Corporate Services Limited at www.systematixgroup.in. Potential investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk, see the section titled "Risk Factors" of the Prospectus. Potential investors should not rely on the DRHP filed with SEBI for making any investment decision.

The Equity Shares have not been and will not be registered under the U.S. Securities Actor any state securities laws in the United States, and unless so registered, may not be offered or sold within the United States. Accordingly, the Equity Shares are being offered and sold outside the United States in reliance on Regulation S and the applicable laws of each jurisdictions where such offers and sales are made.