Veranda Learning Solutions Limited — Capital/Financing Update 2024

Dec 15, 2024

Veranda Learning Solutions Limited

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15[th] December 2024

To To The Secretary The Manager, BSE Limited Listing Department, Phiroze Jeejeebhoy Towers, National Stock Exchange of India Limited Dalal Street, Exchange Plaza, C-1, G Block, Bandra-Kurla Mumbai - 400 001 Complex, Bandra (East), Mumbai – 400 051 Scrip Code: 543514 Scrip Code: VERANDA

Dear Sir/Madam,

Sub: Disclosure under Regulations and 30(3) read with Clause 5 of Para B of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 Dated: July 13, 2023

Pursuant to Regulation 30(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) read with Clause 5 of Para B of Part A, we hereby inform you that Veranda Learning Solutions Limited (“ Company ”) has amended the debenture trust deed with Axis Trustee Services Limited (acting as the debenture trustee).

The details as required under the Listing Regulations read with SEBI Circular SEBI/HO/CFD/CFD- PoD-1/P/CIR/2023/123 Dated: July 13, 2023 are enclosed as “Annexure-A ”.

Kindly take the same on record and display the same on the website of your exchange.

This information will as well be hosted on the Company’s website at https://www.verandalearning.com/web/index.php/stock-exchange-intimations.

Thanks & Regards For Veranda Learning Solutions Limited

SWAMINADHAN Digitally signed by SWAMINADHAN BALASUNDHAR BALASUNDHARAM AM Date: 2024.12.15 14:21:44 +05'30' S Balasundharam Company Secretary & Compliance Officer M. No: ACS-11114

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contact@verandalearning.com www.verandalearning.com

808, Anna Salai, Nandanam, Chennai -600 035 CIN: L74999TN2018PLC125880

+91 44 4690 1007 G.R. Complex First floor No.807-

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Veranda Learning Solutions Limited

ANNEXURE – A

Agreements (viz. loan agreement(s) or any other agreement(s) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof:

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Sl. No.	Brief Particulars	Remarks
1.	Name(s) of parties with whom the agreement is entered;	Veranda Learning Solutions Limited and Axis Trustee Services Limited
2.	Purpose of entering into the agreement	Pursuant to the Amendment Acceptance Letters; the unlisted-Non Convertible Debenture Holders and the Company have agreed to mutually revise, inter alia, i.e interest rate and tenure in relation to the unlisted, Non-convertible Debentures together with the matters connected therewith and/or incidental thereto.
3.	Size of agreement	As the unlisted, NCDs are already issued, the same is not applicable
4.	Shareholding, if any, in the entity with whom the agreement is executed	Not Applicable
5.	Significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.	Not Applicable
6.	Whether, the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship;	Not Applicable
7.	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arms length”;	Not Applicable
8.	In case of issuance of shares to the parties, details of issue price, class of shares issued	Not Applicable
9.	In case of loan agreements, details of lender, nature of the loan, total amount of loan granted, total amount outstanding, date of execution of the loan agreement/sanction letter, details of the security provided to the lenders for such loan	Not Applicable

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contact@verandalearning.com www.verandalearning.com

+91 44 4690 1007 G.R. Complex First floor No.807-

808, Anna Salai, Nandanam, Chennai -600 035 CIN: L74999TN2018PLC125880

Veranda Learning Solutions Limited

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		Veranda Learning Solutions Limited
10.	Any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc;	Not Applicable
11.	In case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s): i. Name of parties to the agreement ; ii. Nature of the agreement; iii. Date of execution of the agreement; iv. Details of amendment and impact thereof or reasons of termination and impact thereof.	i. Veranda Learning Solutions Limited and Axis Trustee Services Limited ii. Supplemental Deed iii. December 15, 2024 iv. Pursuant to the Amendment Acceptance Letters; the unlisted- Non convertible Debenture Holders and the Company have agreed to mutually revise, inter alia, , i.e interest rate and tenure in relation to the unlisted Non convertible Debentures together with the matters connected therewith and/or incidental thereto.

contact@verandalearning.com www.verandalearning.com +91 44 4690 1007 G.R. Complex First floor No.807808, Anna Salai, Nandanam, Chennai -600 035 CIN: L74999TN2018PLC125880