Xelpmoc Design and Tech : Acquisition

Details required under Regulation 30 of SEBI (LODR) Regulations, 2015 read along with SEBI Circular CIR/CFD/CMD/4/2015 dated September 09, 2015

									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

experts through a consensus mechanism.

Date of Incorporation:

6thApril, 2017

Turnover of last three years:

Turnover:

Financial	Amount in
Year	Rs.
2021-22	2,39,42,846/-
	(Unaudited)
2020-21	35,03,309/-
2019-20	24,64,518/-

Country in which has presence:

India

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