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Veranda Learning Solutions Limited Capital/Financing Update 2024

Apr 18, 2024

59607_rns_2024-04-18_5058dc87-3071-4037-a6b6-d1c77c4e96aa.pdf

Capital/Financing Update

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Veranda Learning Solutions Limited

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18[th] April 2024

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

Sir / Madam ,

Sub: Intimation under Regulation 30 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.

We refer to our intimation to the stock exchanges dated 26[th ] March 2024, made under Regulations 30(3) read with Clause 5 of Para B of Part A of Schedule III and Regulation 30(9) 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 the aforementioned disclosure and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), we hereby inform you that the Allotment Committee of the Company has approved the allotment of 2500 senior, secured, redeemable, unlisted and nonconvertible debentures of a nominal value of INR 1,00,000 each aggregating to INR 25,00,00,000 (Rupees Twenty Five Crore Only) (“ NCDs ”) to the investors at its Meeting held on 18[th] April 2024.

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 ”.

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[email protected] www.verandalearning.com

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+91 44 4296 7777 34, Thirumalai Road, T.Nagar, Chennai, Tamil Nadu-600017 CIN: L74999TN2018PLC125880

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Veranda Learning Solutions Limited

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

Thanks & Regards For Veranda Learning Solutions Limited

M Digitally signed by M ANANTHARAMAKRISHNA ANANTHARAMAKRISHNAN N Date: 2024.04.18 20:47:25 +05'30'

M Anantharamakrishnan Company Secretary & Compliance Officer M. No: ACS-7187

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[email protected] www.verandalearning.com

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+91 44 4296 7777

34, Thirumalai Road, T.Nagar, Chennai, Tamil Nadu-600017 CIN: L74999TN2018PLC125880

Veranda Learning Solutions Limited

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18[th] April 2024

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

Sir / Madam ,

Sub: Intimation under Regulation 30(9) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 Dated: July 13, 2023.

We refer to our intimation to the stock exchanges dated 26[th] March 2024, made under Regulations 30(3) read with Clause 5 of Para B of Part A of Schedule III and Regulation 30(9) 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 the aforementioned disclosure and pursuant to Regulation 30(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), we hereby inform you that the board of directors of Veranda XL Learning Solutions Private Limited (“ Veranda XL ”), a subsidiary of the Company have approved the allotment of 16500 senior, secured, redeemable, unlisted and non-convertible debentures of a nominal value of INR 1,00,000 each aggregating to INR 165,00,00,000/- (Rupees One Hundred and Sixty Five Crores Only) (“ Second, Third and Fourth Tranches NCDs ”) to the investors identified by the board of directors of Veranda XL at its meeting held on 18[th] April 2024.

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[email protected] www.verandalearning.com

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+91 44 4296 7777

34, Thirumalai Road, T.Nagar, Chennai, Tamil Nadu-600017 CIN: L74999TN2018PLC125880

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Veranda Learning Solutions Limited

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-B ”.

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

Thanks & Regards For Veranda Learning Solutions Limited

M Digitally signed by M ANANTHARAMAKRIS ANANTHARA HNAN MAKRISHNAN Date: 2024.04.18 20:47:44 +05'30'

M Anantharamakrishnan Company Secretary & Compliance Officer M. No: ACS-7187

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[email protected] www.verandalearning.com

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+91 44 4296 7777

34, Thirumalai Road, T.Nagar, Chennai, Tamil Nadu-600017 CIN: L74999TN2018PLC125880

Veranda Learning Solutions Limited

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18[th] April 2024

18th April 2024 18th April 2024
To
The Secretary
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai - 400 001
Scrip Code: 543514		 To
The Manager,
Listing Department,
National Stock Exchange of India
Limited
Exchange Plaza, C-1, G Block,
Bandra-Kurla Complex, Bandra
(East), Mumbai – 400 051
Scrip Code: VERANDA
Sir /
Sub:		 Madam,
Intimation under Regulation 30(9) 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.

We refer to our intimation to the stock exchanges dated 26[th] March 2024, made under Regulations 30(3) read with Clause 5 of Para B of Part A of Schedule III and Regulation 30(9) 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 the aforementioned disclosure and pursuant to Regulation 30(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), we hereby inform you that the board of directors of Veranda Race Learning Solutions Private Limited (“ Veranda Race ”), a subsidiary of the Company have approved the allotment of 9000 senior, secured, redeemable, unlisted and nonconvertible debentures of a nominal value of INR 1,00,000 each aggregating to INR 90,00,00,000 (Rupees Ninety Crores Only) (“ NCDs ”) to the investors identified by the board of directors of Veranda Race at its meeting held on 18[th] April 2024.

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-C ”.

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[email protected] www.verandalearning.com

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+91 44 4296 7777 34, Thirumalai Road, T.Nagar, Chennai, Tamil Nadu-600017 CIN: L74999TN2018PLC125880

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Veranda Learning Solutions Limited

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

Thanks & Regards For Veranda Learning Solutions Limited

M Digitally signed by M ANANTHARAMAKRISHNA ANANTHARAM N Date: 2024.04.18 20:47:59 AKRISHNAN +05'30'

M Anantharamakrishnan Company Secretary & Compliance Officer M. No: ACS-7187

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[email protected] www.verandalearning.com

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==> picture [10 x 10] intentionally omitted <==

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+91 44 4296 7777

34, Thirumalai Road, T.Nagar, Chennai, Tamil Nadu-600017 CIN: L74999TN2018PLC125880

ANNEXURE – A

S.
No.		 Particulars Terms of Debentures
1. Issuer Veranda Learning Solutions Limited (“VLS”)
2. Type of
securities
proposed to be
issued		 Senior, secured, redeemable and unlisted non-convertible debentures
3. Type of issuance Private Placement
4. Total number of
securities
proposed to be
issued or the
total amount for
which the
securities will be
issued		 2500 senior, secured, redeemable and unlisted non-convertible
debentures having face value of Rs. 1,00,000 each, for an aggregate
amount of Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only)
5. Size of the Issue Rs. 25,00,00,000/- (Rupees Twenty -Five Crores Only)
6. whether
proposed to be
listed? If yes,
name of the
stock
exchange(s);		 NCDs are not proposed to be listed.
7. Tenure of the
instrument -date
of allotment and
date of maturity;		 Up to 5 (five) years from the Deemed Date of Allotment. The Final
Redemption Date being 1 February 2029.
8. coupon/interest
offered, schedule
of payment of
coupon/interest
and principal.		 (a) 9.75% per annum on and from the Deemed Date of Allotment of the
Veranda XL Series I Debentures until the expiry of 24 months from the
Deemed Date of Allotment of the Veranda XL Series I Debentures
compounded monthly and payable quarterly.
(b) 11% per annum after the expiry of 24 Months from the Deemed Date
of Allotment of the Veranda XL Series I Debentures until the Final
Settlement Date compounded monthly and payable quarterly.
For Schedule of payment of coupon / interest and principal please refer
Schedule 1 hereto.
9. charge/security,
if any, created
over the assets		 (i)
The Debt shall be secured by:
(a) a first ranking_pari passu_charge (on a_pari passu_basis with
the Race Debt and the Veranda XL Debt), by way of
hypothecation, by each of the Issuer, Race, Veranda XL,
Edureka, Veranda Management, Veranda Administrative and
Sreedhar over their respective Hypothecated Assets (other
than (i) the DSRA, DSRA Required Balance and the
Designated Escrow Account and all amounts lying thereto;
(ii) the ‘DSRA’, the ‘DSRA Required Balance’ and the
‘Designated Escrow Account’ and all amounts lying thereto
(each as defined in the Veranda XL Debenture Trust Deed);
and (iii) the ‘DSRA’, the ‘DSRA Required Balance’ and the
‘DesignatedEscrow Account’and allamountslying thereto

1 | 5

S.
No.		 Particulars Terms of Debentures
(each as defined in the Race Debenture Trust Deed)), in
accordance with the terms of the Deed of Hypothecation 1;
(b) a first ranking exclusive pledge (on a_pari passu_basis with
the Race Debt and the Veranda XL Debt) by each Promoter
over the VLSL Pledged Shares, in accordance with the terms
of the Pledge Agreement (VLSL);
(c) a first ranking exclusive pledge (on a_pari passu_basis with
the Race Debt and the Veranda XL Debt) by each Pledgor
(other than the Promoters and Six Phrase) over the
Underlying Entities Pledged Shares, in accordance with the
terms of the Pledge Agreement (Underlying Entities); and
(d) any other Security as may be required by the Debenture
Trustee from time to time.
(ii)
The Debt shall be secured by a first ranking exclusive charge, by
way of hypothecation, by the Issuer over the DSRA, DSRA
Required Balance and the Designated Escrow Account and all
amounts lying thereto.
(iii)
The Debt shall be additionally secured (on a_pari passu_basis) by:
(a) a first ranking_pari passu_charge (on a_pari passu_basis with
the Veranda XL Series I Debt, Veranda XL Series IV Debt and
the Race Debt), by way of hypothecation, by (A) each of the
Recently Acquired Targets (other than Smartbridge) over their
respective Hypothecated Assets, in accordance with the
terms of the Deed of Hypothecation 1; and (B) Smartbridge
over the Hypothecated Assets 2, in accordance with the Deed
of Hypothecation 2;
(b) a first ranking_pari passu_equitable mortgage (on a_pari passu_
basis with the Veranda XL Series I Debt, Veranda XL Series
IV Debt and the Race Debt) by Educare over the Mortgaged
Assets, in accordance with the terms of the Mortgage
Documents;
(c) a first ranking exclusive pledge (on a_pari passu_basis with
the Veranda XL Series I Debt, Veranda XL Series IV Debt and
the Race Debt)by Six Phrase over the Talentely Pledged
Shares, in accordance with the terms of the Pledge Agreement
(Underlying Entities); and
(d) any other Security as may be required by the Debenture
Trustee from time to time.
(iv)
The Debt shall be additionally secured (on a_pari passu_basis) by
a first ranking_pari passu_charge (on a_pari passu_basis with the
Veranda XL Series II Debt, Veranda XL Series IV Debt and the
Race Debt), by way of hypothecation, by Tapasya over its
Hypothecated Assets, in accordance with the terms of the Deed of
Hypothecation 1.
(v)
The Debt shall be additionally secured (on a_pari passu_basis) by:
(a) a first ranking_pari passu_charge (on a_pari passu_basis with
the Veranda XL Series I Debt, Veranda XL Series III Debt,
Veranda XL Series IV Debt and the Race Debt), by way of
hypothecation,byeach of the RecentlyAcquired Targets

2 | 5

S.
No.		 Particulars Terms of Debentures
(other than Smartbridge) over their respective Hypothecated
Assets, in accordance with the terms of the Deed of
Hypothecation 1;
(b) a first ranking_pari passu_equitable mortgage (on a_pari passu_
basis with the Veranda XL Series I Debt, Veranda XL Series
III Debt, Veranda XL Series IV Debt and the Race Debt) by
Educare over the Mortgaged Assets, in accordance with the
terms of the Mortgage Documents;
(c) a first ranking exclusive pledge (on a_pari passu_basis with
the Veranda XL Series I Debt, Veranda XL Series III Debt,
Veranda XL Series IV Debt and the Race Debt) by Six Phrase
over the Talentely Pledged Shares, in accordance with the
terms of the Pledge Agreement (Underlying Entities); and
(d) any other Security as may be required by the Debenture
Trustee from time to time.
(vi)
The Debt will also be guaranteed by each Corporate Guarantor.
(vii) The Debt will also have the benefit of Demand Promissory Note
and a Letter of Continuity for each Tranche in each Series of the
Debentures.
(The capitalised terms used in this Row 9 shall have the meaning
ascribed to such terms in the debenture trust deed dated 25 March
2024 entered into between VLS and Catalyst Trusteeship Limited (acting
in its capacity as the Debenture Trustee)) (“Debenture Trust Deed”)
The aforesaid security and guarantees has been created / will be created
in accordance with the timelines stipulated under the Debenture Trust
Deed.
10. Special right /
interest /
privileges
attached to the
instrument and
changes thereof		 Not Applicable
11. Delay in
payment of
interest /
principal amount
for a period of
more than three
months from the
due date or
default in
payment of
interest /
principal		 In case of default in payment of interest / principal amount, default
interest at the rate of 2% per annum over and above the coupon on the
outstanding facility amount from the date of occurrence of an event of
default till the date of remedy of such event.
12. details of any
letter or
comments
regarding
payment/non -
payment of		 Not Applicable

3 | 5

S.
No.		 Particulars Terms of Debentures
interest,
principal on due
dates, or any
other matter
concerning the
security and /or
the assets along
with its
comments
thereon, if any
13. details of
redemption of
preference
shares indicating
the manner of
redemption
(whether out of
profits or out of
fresh issue) and
debentures		 Not Applicable

4 | 5

Schedule 1

Sr No Date Principal
Repayment
(in Rs.)		 Interest
Payout
(in Rs.)		 Red. Prem.
Payout
(in Rs.)		 Total Payout
(in Rs.)
1 01-May-24 - 8,65,779 - 8,65,779
2 01-Aug-24 - 61,77,234 - 61,77,234
3 01-Nov-24 - 61,77,234 - 61,77,234
4 01-Feb-25 - 61,82,982 - 61,82,982
5 01-May-25 - 59,90,676 - 59,90,676
6 01-Aug-25 1,50,00,000 61,94,296 13,44,481 2,25,38,777
7 01-Nov-25 1,50,00,000 58,22,638 16,41,899 2,24,64,538
8 01-Feb-26 1,50,00,000 54,50,980 19,51,493 2,24,02,474
9 01-May-26 1,56,25,000 51,61,988 23,37,896 2,31,24,884
10 01-Aug-26 1,56,25,000 52,99,286 26,34,863 2,35,59,150
11 01-Nov-26 1,56,25,000 48,62,052 29,43,969 2,34,31,020
12 01-Feb-27 1,56,25,000 44,24,817 32,65,708 2,33,15,525
13 01-May-27 1,75,00,000 38,56,367 40,20,212 2,53,76,579
14 01-Aug-27 1,75,00,000 34,97,879 44,10,110 2,54,07,989
15 01-Nov-27 1,75,00,000 30,08,176 48,15,945 2,53,24,121
16 01-Feb-28 1,75,00,000 25,16,133 52,37,971 2,52,54,104
17 01-May-28 1,75,00,000 19,78,794 56,66,720 2,51,45,514
18 01-Aug-28 1,75,00,000 15,34,823 61,22,645 2,51,57,468
19 01-Nov-28 1,75,00,000 10,46,470 65,97,154 2,51,43,624
20 01-Feb-29 2,00,00,000 5,58,637 81,04,534 2,86,63,171

5 | 5

ANNEXURE – B

S.
No.		 Particulars Terms of Debentures
1. Issuer Veranda XL Learning Solutions Private Limited (“Veranda XL”)
2. Type of
securities
proposed to be
issued		 Senior, secured, redeemable and unlisted non-convertible debentures
3. Type of issuance Private Placement
4. Total number of
securities
proposed to be
issued or the
total amount for
which the
securities will be
issued		 16,500 senior, secured, redeemable and unlisted non-convertible
debentures having face value of Rs. 1,00,000 each, for an aggregate
amount of Rs. 165,00,00,000/- (Rupees One Hundred and Sixty-Five
Crores Only) (“Second, Third and Fourth Tranches NCDs”).
5. Size of the Issue Rs. 165,00,00,000/- (Rupees One Hundred and Sixty -Five Crores Only)
6. whether
proposed to be
listed? If yes,
name of the
stock
exchange(s);		 The Second, Third and Fourth Tranche NCDs are not proposed to be
listed.
7. Tenure of the
instrument -date
of allotment and
date of maturity;		 Up to 5 (five) years from the Deemed Date of Allotment. The Final
Redemption Date being 1 February 2029.
8. coupon/interest
offered, schedule
of payment of
coupon/interest
and principal.		 (a) 9.75% per annum on and from the Deemed Date of Allotment of the
First Tranche NCDs until the expiry of 24 months from the Deemed Date
of Allotment of the First Tranche NCDs compounded monthly and
payable quarterly;
(b) 11% per annum after the expiry of 24 Months from the Deemed Date
of Allotment of the First Tranche NCDs until the Final Settlement Date
compounded monthly and payable quarterly.
For Schedule of payment of coupon / interest and principal please refer
Schedule 1 hereto.
9. charge/security
, if any, created
over the assets		 (a)
The Debt shall be secured by:
(i)
a first rankingpari passu charge (on apari passu
basis with the VLSL Debt and the Race Debt), by way
of hypothecation, by each of the Issuer, VLSL, Race,
Edureka,
Veranda
Management,
Veranda
Administrative and Sreedhar over their respective
Hypothecated Assets (other than (i) the DSRA, DSRA
Required Balance and the Designated Escrow Account
and all amounts lying thereto; (ii) the ‘DSRA’, the
‘DSRA Required Balance’ and the ‘Designated Escrow
Account’ and all amounts lying thereto (each as
defined in the Race Debenture Trust Deed); and (iii)
the ‘DSRA’, the ‘DSRA Required Balance’ and the

1 | 7

S.
No.		 Particulars Terms of Debentures
‘Designated Escrow Account’ and all amounts lying
thereto (each as defined in the VLSL Debenture Trust
Deed)), in accordance with the terms of the Deed of
Hypothecation 1;
(ii)
a first ranking exclusive pledge (on a_pari passu_basis
with the VLSL Debt and the Race Debt) by each
Promoter
over
the
VLSL
Pledged
Shares,
in
accordance with the terms of the Pledge Agreement
(VLSL);
(iii)
a first ranking exclusive pledge (on apari passu basis
with the VLSL Debt and the Race Debt) by each
Pledgor (other than the Promoters and Six Phrase)
over the Underlying Entities Pledged Shares, in
accordance with the terms of the Pledge Agreement
(Underlying Entities); and
(iv)
any other Security as may be required by the
Debenture Trustee from time to time.
(b)
The Debt shall be secured by a first ranking exclusive charge,
by way of hypothecation, by the Issuer over the DSRA, DSRA
Required Balance and the Designated Escrow Account and all
amounts lying thereto.
(c)
The Series I Debt and Series IV Debt shall be additionally
secured (on a_pari passu_basis) by:
(i)
first rankingpari passu charge (on a_pari passu_basis
with the VLSL Debt and the Race Debt), by way of
hypothecation, by (A) each of the Recently Acquired
Targets (other than Smartbridge) over their respective
Hypothecated Assets, in accordance with the terms of
the Deed of Hypothecation 1; and (B) Smartbridge
over the Hypothecated Assets 2, in accordance with
the Deed of Hypothecation 2;
(ii)
a first rankingpari passu equitable mortgage (on a
_pari passu_basis with the VLSL Debt and the Race
Debt) by Educare over the Mortgaged Assets, in
accordance
with
the
terms
of
the
Mortgage
Documents;
(iii)
a first ranking exclusive pledge (on apari passu basis
with the VLSL Debt and the Race Debt) by Six Phrase
over the Talentely Pledged Shares, in accordance with
the terms of the Pledge Agreement (Underlying
Entities); and
(iv)
any other Security as may be required by the
Debenture Trustee from time to time.
(d)
The Series II Debt and Series IV Debt shall be additionally
secured (on a_pari passu_basis) by a first rankingpari passu
charge (on a_pari passu_basis with the VLSL Debt and the
Race Debt), by way of hypothecation, by Tapasya over its
Hypothecated Assets, in accordance with the terms of the
Deed of Hypothecation 1.

2 | 7

S.
No.		 Particulars Terms of Debentures
(e)
The Series III Debt shall be additionally secured (on apari
_passu_basis) by:
(i)
a first rankingpari passu charge (on apari passu
basis with the Series I Debt, Series IV Debt, VLSL Debt
and the Race Debt), by way of hypothecation, by each
of the Recently Acquired Targets (other than
Smartbridge) over their respective Hypothecated
Assets, in accordance with the terms of the Deed of
Hypothecation 1;
(ii)
first rankingpari passu equitable mortgage (on apari
_passu_basis with the VLSL Debt and the Race Debt) by
Educare over the Mortgaged Assets, in accordance
with the terms of the Mortgage Documents;
(iii)
a first ranking exclusive pledge (on apari passu basis
with the Series I Debt, Series IV Debt, VLSL Debt and
the Race Debt) by Six Phrase over the Talentely
Pledged Shares, in accordance with the terms of the
Pledge Agreement (Underlying Entities); and
(iv)
any other Security as may be required by the
Debenture Trustee from time to time.
(f)
The Series I Debt will be guaranteed by each Corporate
Guarantor (other than Tapasya).
(g)
The Series II Debt will be guaranteed by each Corporate
Guarantor (other than the Recently Acquired Targets).
(h)
The Series III Debt will be guaranteed by each Corporate
Guarantor (other than Tapasya and Smartbridge).
(i)
The Series IV Debt will be guaranteed by each Corporate
Guarantor.
(j)
The Debt will also have the benefit of Demand Promissory
Note and a Letter of Continuity for each Tranche in each
Series of the Debentures.
(The capitalised terms used in this row 9 shall have the meaning
ascribed to such terms in the debenture trust deed dated 25 March
2024 entered into between Veranda XL and Catalyst Trusteeship
Limited (in its capacity as the debenture trustee) (“VXL Debenture
Trust Deed”)
The aforesaid security and guarantees have been / will be created
in accordance with the timelines stipulated under the VXL
Debenture Trust Deed.
10. Special right /
interest /
privileges
attached to the
instrument and
changes thereof		 Not Applicable
11. Delay in
payment of
interest /		 In case of default in payment of interest / principal amount, default
interest at the rate of 2% per annum over and above the coupon on

3 | 7

S.
No.		 Particulars Terms of Debentures
principal
amount for a
period of more
than three
months from
the due date or
default in
payment of
interest /
principal		 the outstanding facility amount from the date of occurrence of an
event of default till the date of remedy of such event.
12. details of any
letter or
comments
regarding
payment/non -
payment of
interest,
principal on due
dates, or any
other matter
concerning the
security and /or
the assets along
with its
comments
thereon, if any		 Not Applicable
13. details of
redemption of
preference
shares indicating
the manner of
redemption
(whether out of
profits or out of
fresh issue) and
debentures		 Not Applicable

4 | 7

Schedule 1 – Series II

Sr No Date Principal
Repayment
(in Rs.)		 Interest
Payout
(in Rs.)		 Red. Prem.
Payout
(in Rs.)		 Total Payout
(in Rs.)
1 01-May-24 - 49,17,623 - 49,17,623
2 01-Aug-24 - 3,50,86,688 - 3,50,86,688
3 01-Nov-24 - 3,50,86,688 - 3,50,86,688
4 01-Feb-25 - 3,51,19,340 - 3,51,19,340
5 01-May-25 - 3,40,27,038 - 3,40,27,038
6 01-Aug-25 8,52,00,000 3,51,83,601 76,36,652 12,80,20,253
7 01-Nov-25 8,52,00,000 3,30,72,585 93,25,989 12,75,98,574
8 01-Feb-26 8,52,00,000 3,09,61,569 1,10,84,481 12,72,46,050
9 01-May-26 8,87,50,000 2,93,20,092 1,32,79,249 13,13,49,341
10 01-Aug-26 8,87,50,000 3,00,99,947 1,49,66,024 13,38,15,970
11 01-Nov-26 8,87,50,000 2,76,16,453 1,67,21,742 13,30,88,195
12 01-Feb-27 8,87,50,000 2,51,32,959 1,85,49,223 13,24,32,182
13 01-May-27 9,94,00,000 2,19,04,164 2,28,34,803 14,41,38,966
14 01-Aug-27 9,94,00,000 1,98,67,952 2,50,49,425 14,43,17,377
15 01-Nov-27 9,94,00,000 1,70,86,438 2,73,54,567 14,38,41,005
16 01-Feb-28 9,94,00,000 1,42,91,635 2,97,51,678 14,34,43,313
17 01-May-28 9,94,00,000 1,12,39,549 3,21,86,968 14,28,26,517
18 01-Aug-28 9,94,00,000 87,17,794 3,47,76,623 14,28,94,417
19 01-Nov-28 9,94,00,000 59,43,951 3,74,71,832 14,28,15,783
20 01-Feb-29 11,36,00,000 31,73,060 4,60,33,752 16,28,06,812

5 | 7

Schedule 1 – Series III

Sr No Date Principal
Repayment
(in Rs.)		 Interest
Payout
(in Rs.)		 Red. Prem.
Payout
(in Rs.)		 Total Payout
(in Rs.)
1 01-May-24 - 3,80,943 - 3,80,943
2 01-Aug-24 - 27,17,983 - 27,17,983
3 01-Nov-24 - 27,17,983 - 27,17,983
4 01-Feb-25 - 27,20,512 - 27,20,512
5 01-May-25 - 26,35,897 - 26,35,897
6 01-Aug-25 66,00,000 27,25,490 5,91,572 99,17,062
7 01-Nov-25 66,00,000 25,61,961 7,22,436 98,84,397
8 01-Feb-26 66,00,000 23,98,431 8,58,657 98,57,088
9 01-May-26 68,75,000 22,71,275 10,28,674 1,01,74,949
10 01-Aug-26 68,75,000 23,31,686 11,59,340 1,03,66,026
11 01-Nov-26 68,75,000 21,39,303 12,95,346 1,03,09,649
12 01-Feb-27 68,75,000 19,46,919 14,36,912 1,02,58,831
13 01-May-27 77,00,000 16,96,801 17,68,893 1,11,65,695
14 01-Aug-27 77,00,000 15,39,067 19,40,448 1,11,79,515
15 01-Nov-27 77,00,000 13,23,597 21,19,016 1,11,42,613
16 01-Feb-28 77,00,000 11,07,099 23,04,707 1,11,11,806
17 01-May-28 77,00,000 8,70,669 24,93,357 1,10,64,026
18 01-Aug-28 77,00,000 6,75,322 26,93,964 1,10,69,286
19 01-Nov-28 77,00,000 4,60,447 29,02,748 1,10,63,194
20 01-Feb-29 88,00,000 2,45,800 35,65,995 1,26,11,795

6 | 7

Schedule 1 – Series IV

Sr No Date Principal
Repayment
(in Rs.)		 Interest
Payout
(in Rs.)		 Red. Prem.
Payout
(in Rs.)		 Total Payout
(in Rs.)
1 01-May-24 - 4,15,574 - 4,15,574
2 01-Aug-24 - 29,65,072 - 29,65,072
3 01-Nov-24 - 29,65,072 - 29,65,072
4 01-Feb-25 - 29,67,832 - 29,67,832
5 01-May-25 - 28,75,524 - 28,75,524
6 01-Aug-25 72,00,000 29,73,262 6,45,351 1,08,18,613
7 01-Nov-25 72,00,000 27,94,866 7,88,112 1,07,82,978
8 01-Feb-26 72,00,000 26,16,471 9,36,717 1,07,53,187
9 01-May-26 75,00,000 24,77,754 11,22,190 1,10,99,944
10 01-Aug-26 75,00,000 25,43,657 12,64,734 1,13,08,392
11 01-Nov-26 75,00,000 23,33,785 14,13,105 1,12,46,890
12 01-Feb-27 75,00,000 21,23,912 15,67,540 1,11,91,452
13 01-May-27 84,00,000 18,51,056 19,29,702 1,21,80,758
14 01-Aug-27 84,00,000 16,78,982 21,16,853 1,21,95,835
15 01-Nov-27 84,00,000 14,43,924 23,11,654 1,21,55,578
16 01-Feb-28 84,00,000 12,07,744 25,14,226 1,21,21,970
17 01-May-28 84,00,000 9,49,821 27,20,025 1,20,69,847
18 01-Aug-28 84,00,000 7,36,715 29,38,870 1,20,75,585
19 01-Nov-28 84,00,000 5,02,306 31,66,634 1,20,68,939
20 01-Feb-29 96,00,000 2,68,146 38,90,176 1,37,58,322

7 | 7

ANNEXURE – C

S.
No.		 Particulars Terms of Debentures
1. Issuer Veranda Race Learning Solutions Private Limited (“Veranda Race”)
2. Type of
securities
proposed to be
issued		 Senior, secured, redeemable and unlisted non-convertible debentures
3. Type of issuance Private Placement
4. Total number of
securities
proposed to be
issued or the
total amount for
which the
securities will be
issued		 9000 senior, secured, redeemable and unlisted non-convertible
debentures having face value of Rs. 1,00,000 each, for an aggregate
amount of Rs. 90,00,00,000/- (Rupees Ninety Crores Only)
5. Size of the Issue Rs. 90,00,00,000/- (Rupees Ninety Crores Only)
6. whether
proposed to be
listed? If yes,
name of the
stock
exchange(s);		 NCDs are not proposed to be listed.
7. Tenure of the
instrument -date
of allotment and
date of maturity;		 Up to 5 (five) years from the Deemed Date of Allotment. The Final
Redemption Date being 1 February 2029.
8. coupon/interest
offered, schedule
of payment of
coupon/interest
and principal.		 (a) 9.75% per annum on and from the Deemed Date of Allotment of the
Veranda XL Series I Debentures until the expiry of 24 months from the
Deemed Date of Allotment of the Veranda XL Series I Debentures
compounded monthly and payable quarterly.
(b) 11% per annum after the expiry of 24 Months from the Deemed Date
of Allotment of the Veranda XL Series I Debentures until the Final
Settlement Date compounded monthly and payable quarterly.
For Schedule of payment of coupon / interest and principal please refer
Schedule 1 hereto.
9. charge/security,
if any, created
over the assets		 (a)
The Debt shall be secured by:
(i)
a first ranking_pari passu_charge (on a_pari passu_basis
with the VLSL Debt and the Veranda XL Debt), by way of
hypothecation, by each of the Issuer, VLSL, Veranda XL,
Edureka, Veranda Management, Veranda Administrative
and Sreedhar over their respective Hypothecated Assets
(other than (i) the DSRA, DSRA Required Balance and the
Designated Escrow Account and all amounts lying
thereto; (ii) the ‘DSRA’, the ‘DSRA Required Balance’ and
the ‘Designated Escrow Account’ and all amounts lying
thereto (each as defined in the Veranda XL Debenture
Trust Deed); and (iii) the ‘DSRA’, the ‘DSRA Required
Balance’ and the ‘Designated Escrow Account’ and all
amounts lyingthereto(each as defined in the VLSL

1 | 5

S.
No.		 Particulars Terms of Debentures
Debenture Trust Deed)), in accordance with the terms of
the Deed of Hypothecation 1;
(ii)
a first ranking exclusive pledge (on a_pari passu_basis with
the VLSL Debt and the Veranda XL Debt) by each
Promoter over the VLSL Pledged Shares, in accordance
with the terms of the Pledge Agreement (VLSL);
(iii)
a first ranking exclusive pledge (on a_pari passu_basis with
the VLSL Debt and the Veranda XL Debt) by each Pledgor
(other than the Promoters and Six Phrase) over the
Underlying Entities Pledged Shares, in accordance with
the terms of the Pledge Agreement (Underlying Entities);
and
(iv)
any other Security as may be required by the Debenture
Trustee from time to time.
(b)
The Debt shall be secured by a first ranking exclusive charge, by
way of hypothecation, by the Issuer over the DSRA, DSRA
Required Balance and the Designated Escrow Account and all
amounts lying thereto.
(c)
The Debt shall be additionally secured (on a_pari passu_basis) by:
(i)
a first ranking_pari passu_charge (on a_pari passu_basis
with the Veranda XL Series I Debt, Veranda XL Series IV
Debt and the VLSL Debt), by way of hypothecation, by (A)
each of the Recently Acquired Targets (other than
Smartbridge) over their respective Hypothecated Assets,
in
accordance
with
the
terms
of
the
Deed
of
Hypothecation
1;
and
(B)
Smartbridge
over
the
Hypothecated Assets 2, in accordance with the Deed of
Hypothecation 2;
(ii)
a first ranking_pari passu_equitable mortgage (on a_pari_
_passu_basis with the Veranda XL Series I Debt, Veranda
XL Series IV Debt and the VLSL Debt) by Educare over
the Mortgaged Assets, in accordance with the terms of the
Mortgage Documents;
(iii)
a first ranking exclusive pledge (on a_pari passu_basis with
the Veranda XL Series I Debt, Veranda XL Series IV Debt
and the VLSL Debt) by Six Phrase over the Talentely
Pledged Shares, in accordance with the terms of the
Pledge Agreement (Underlying Entities); and
(iv)
any other Security as may be required by the Debenture
Trustee from time to time.
(d)
The Debt shall be additionally secured (on a_pari passu_basis) by
a first ranking_pari passu_charge (on a_pari passu_basis with the
Veranda XL Series II Debt, Veranda XL Series IV Debt and the
VLSL Debt), by way of hypothecation, by Tapasya over its
Hypothecated Assets, in accordance with the terms of the Deed
of Hypothecation 1.
(e)
The Debt shall be additionally secured (on a_pari passu_basis) by:
(i)
a first ranking_pari passu_charge (on a_pari passu_basis
withtheVerandaXLSeriesI Debt,VerandaXLSeriesIII

2 | 5

S.
No.		 Particulars Terms of Debentures
Debt, Veranda XL Series IV Debt and the VLSL Debt), by
way of hypothecation, by each of the Recently Acquired
Targets (other than Smartbridge) over their respective
Hypothecated Assets, in accordance with the terms of the
Deed of Hypothecation 1;
(ii)
a first ranking_pari passu_equitable mortgage (on a_pari_
_passu_basis with the Veranda XL Series I Debt, Veranda
XL Series III Debt, Veranda XL Series IV Debt and the
VLSL Debt) by Educare over the Mortgaged Assets, in
accordance with the terms of the Mortgage Documents;
(iii)
a first ranking exclusive pledge (on a_pari passu_basis with
the Veranda XL Series I Debt, Veranda XL Series III Debt,
Veranda XL Series IV Debt and the VLSL Debt) by Six
Phrase over the Talentely Pledged Shares, in accordance
with the terms of the Pledge Agreement (Underlying
Entities); and
(iv)
any other Security as may be required by the Debenture
Trustee from time to time.
(f)
The Debt will be guaranteed by each Corporate Guarantor
(g)
The Debt will also have the benefit of Demand Promissory Note
and a Letter of Continuity for each Tranche in each Series of the
Debentures.
(The capitalised terms used in this row 9 shall have the meaning
ascribed to such terms in the debenture trust deed dated 25thMarch
2024 entered into between Veranda Race and Catalyst Trusteeship
Limited (in its capacity as the Debenture Trustee)) (“Race Debenture
Trust Deed”)
The aforesaid security and guarantees have been / will be created in
accordance with the timelines stipulated under the Race Debenture
Trust Deed.
10. Special right /
interest /
privileges
attached to the
instrument and
changes thereof		 Not Applicable
11. Delay in
payment of
interest /
principal amount
for a period of
more than three
months from the
due date or
default in
payment of
interest /
principal		 In case of default in payment of interest / principal amount, default
interest at the rate of 2% per annum over and above the coupon on the
outstanding facility amount from the date of occurrence of an event of
default till the date of remedy of such event.
12. details of any
letteror		 Not Applicable

3 | 5

S.
No.		 Particulars Terms of Debentures
comments
regarding
payment/non -
payment of
interest,
principal on due
dates, or any
other matter
concerning the
security and /or
the assets along
with its
comments
thereon, if any
13. details of
redemption of
preference
shares indicating
the manner of
redemption
(whether out of
profits or out of
fresh issue) and
debentures		 Not Applicable

4 | 5

Schedule 1

Sr No Date Principal
Repayment
(in Rs.)		 Interest
Payout
(in Rs.)		 Red. Prem.
Payout
(in Rs.)		 Total Payout
(in Rs.)
1 01-May-24 - 31,16,803 - 31,16,803
2 01-Aug-24 - 2,22,38,042 - 2,22,38,042
3 01-Nov-24 - 2,22,38,042 - 2,22,38,042
4 01-Feb-25 - 2,22,58,737 - 2,22,58,737
5 01-May-25 - 2,15,66,433 - 2,15,66,433
6 01-Aug-25 5,40,00,000 2,22,99,466 48,40,131 8,11,39,597
7 01-Nov-25 5,40,00,000 2,09,61,498 59,10,838 8,08,72,336
8 01-Feb-26 5,40,00,000 1,96,23,530 70,25,375 8,06,48,905
9 01-May-26 5,62,50,000 1,85,83,157 84,16,425 8,32,49,582
10 01-Aug-26 5,62,50,000 1,90,77,431 94,85,508 8,48,12,939
11 01-Nov-26 5,62,50,000 1,75,03,386 1,05,98,287 8,43,51,673
12 01-Feb-27 5,62,50,000 1,59,29,340 1,17,56,550 8,39,35,890
13 01-May-27 6,30,00,000 1,38,82,921 1,44,72,762 9,13,55,683
14 01-Aug-27 6,30,00,000 1,25,92,364 1,58,76,396 9,14,68,760
15 01-Nov-27 6,30,00,000 1,08,29,433 1,73,37,401 9,11,66,834
16 01-Feb-28 6,30,00,000 90,58,079 1,88,56,697 9,09,14,776
17 01-May-28 6,30,00,000 71,23,658 2,04,00,191 9,05,23,849
18 01-Aug-28 6,30,00,000 55,25,363 2,20,41,522 9,05,66,884
19 01-Nov-28 6,30,00,000 37,67,293 2,37,49,753 9,05,17,045
20 01-Feb-29 7,20,00,000 20,11,094 2,91,76,321 10,31,87,416

5 | 5

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