Acquisition

Annexure -1

Sr. No.

Particulars

Details

1.

Name of the target entity, details in

ACCELERATED

LEARNING

EDUTECH

brief such as size, turnover etc.;

PRIVATE LIMITED (ALEPL/SOAL) is a private

limited Company incorporated under the

provisions of Companies Act, 2013 having its

registered office in Mumbai, Maharashtra, India

Capital Detail:

Authorized Share Capital:

Rs.5,03,80,000/- (15,38,000 Equity Shares of

face value of Rs.10/- each and 7,00,000 CCPS

of face value of Rs.50/- each per share)

Paid Up Share Capital:

Rs.3,89,81,400/- (11,34,900 Equity Shares of

face value of Rs.10/- each and 5,52,648 CCPS

of face value of Rs.50/- each per share)

Turnover:

Rs.2,39,42,846

(Unaudited

Financials as on March 31, 2022)

2.

Whether the acquisition would fall

ALEPL/SOAL is not a related party viz-a-vis the

within

related party transaction(s)

Company

i.e.

Xelpmoc

Design

And

Tech

and

whether

the

promoter/

Limited ("Xelpmoc").

promoter group/

group companies

have any interest in the entity being

The transaction will be done at "Arm's Length".

acquired? If yes, nature of interest

and details thereof and whether the

same is done at "arms length";

3.

Industry to which the entity being

Edutech

acquired belongs;

4.

Objects and effects of acquisition

Our Company is going to provide advisory

(including but not limited to,

services to ALEPL/SOAL

and looking

at

the

disclosure of reasons for acquisition

concept

and

future

prospect

of

the

of target entity,

if its

business is

ALEPL/SOAL

and

further, on

request

of

outside the main line of business of

promoters of ALEPL/SOAL to have participation

the listed entity);

in the ownership of the ALEPL/SOAL. The

Board of the directors of the Company has

decided to subscribe Compulsory Convertible

Preference Shares (CCPS) of ALEPL/SOAL.

5.

Brief details of any governmental or

No governmental or prior regulatory approvals

regulatory approvals

required for

the acquisition;

are required for the acquisition.

6.

Indicative

time

period

for

Transaction is expected to be completed by

completion of the acquisition;

end of March, 2025.

7.

Nature of consideration - whether

Cash Consideration: Rs.1,45,12,500/- against

cash consideration or share swap

67,500 CCPS of face value of Rs.50/- each at

and details of the same;

an issue price of Rs.215/- per share including

premium of Rs.165/- per share

Advisory subscription shares: 2,47,500 CCPS

of an issue price of Rs.215/- per share

aggregating to Rs. Rs.5,32,12,500/- against the

advisory services of equaling amount by the

Company to ALEPL/SOAL.

8.

Cost of acquisition or the price at

Total cost of acquisition as stated above is

which the shares are acquired;

Rs.6,77,25,000/- i.e. 3,15,000 CCPS at an

issue price of Rs.215/- per share.

9.

Percentage

of

shareholding

/

After the proposed acquisition, the Company is

control acquired and / or number of

going to hold 3,15,000 CCPS of ALEPL/SOAL.

shares acquired.

Considering the current shareholding pattern

and conversion/exercise of existing 2,49,200

ESOP into shares of the Company, upon

acquisition our shareholding will be 13.99% of

total paid-up share capital on fully diluted basis.

10.

Brief background about the entity

Background about the company:

acquired in terms of products/line of

business

acquired,

date

of

School of Accelerated Learning (SOAL) is an

incorporation, history of last 3 years

upskilling start up that designs and runs cohort

turnover, country in which the

based courses which help students kickstart

acquired entity has presence and

their careers in Engineering & Design

any other significant information (in

irrespective of their background or privilege. It

brief);

offers these programs via a unique Income

Share Agreement model where a student only

pays SOAL once they get a job. SOAL aims to

be the leader in alternative education and help

students build employable skills without

creating a massive financial burden on them.

Product /line of Business:

SOAL's learning platform - DELTA helps

learners learn employable skills by building a

slew of industry relevant products and projects.

DELTA is deep integrated with modern

platforms like Zoom, Discord, GitHub etc to

help deliver a cutting edge learning experience

to its learners. It is also working on a protocol

design to create, assess and record

decentralized skill credentials. The protocol will

help learners prove their skills to organizations

by having their skills validated by industry

Financial

Amount in

Year

Rs.

2021-22

2,39,42,846/-

(Unaudited)

2020-21

35,03,309/-

2019-20

24,64,518/-