Veranda Learning Solutions Limited — Capital/Financing Update 2024

Apr 22, 2024

Veranda Learning Solutions Limited

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22[nd] April 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

Sir / Madam ,

Sub: Clarification in relation to the intimation under Regulation 30 and 30A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) read with Schedule III of the SEBI Listing - Regulations and SEBI Circular No. SEBI/HO/CFD/CFD PoD1/P/CIR/2023/123 dated July 13, 2023 (“SEBI Circular”) in relation to the Common Escrow Agreement.

We refer to our intimation dated 17[th] April 2024 in relation to the common escrow agreement executed between: (i) VLS; (ii) Veranda XL Learning Solutions Private Limited; (iii) Veranda Race Learning Solutions Private Limited; (iv) Brain4ce Education Solutions Private Limited; (v) Veranda IAS Learning Solutions Private Limited; (vi) Veranda Management Learning Solutions Private Limited; (vii) Veranda Administrative Learning Solutions Private Limited; (viii) Six Phrase Edutech Private Limited; (ix) Phire Learning Solutions Private Limited; (x) Neyyar Education Private Limited; (xi) Neyyar Academy Private Limited; (xii) Veranda K-12 Learning Solutions Private Limited (erstwhile Educare Infrastructure Services Private Limited); (xiii) BAssure Solutions Private Limited; (xiv) Tapasya Educational Institutions Private Limited; (xv) Sreedhar CCE Learning Solutions Private Limited; (xvi) Talentely Innovative Solutions Private Limited (as the “Common Obligors” therein) and Catalyst Trusteeship Limited (in its capacity as the Common Security Trustee) and HDFC Bank Limited (in its capacity as the Account Bank) (“ Common Escrow Agreement ”), in relation to the issuance of senior, secured, redeemable, and unlisted non-convertible debentures (“ NCDs ”) issued / proposed to be issued by VLS, Veranda XL Learning Solutions Private Limited (“ Veranda XL ”) and Veranda Race Learning Solutions Private Limited (“ Veranda Race ”).

It has been brought to our notice that due to certain operational reasons, certain signatures to the Common Escrow Agreement were delayed and were affixed on 18[th] April 2024 and accordingly the common escrow agreement has been dated as 18[th] April 2024. It is hereby clarified that the date of the Common Escrow Agreement, wherever referred to in our disclosure dated 17[th] April 2024 shall be read as 18[th] April 2024.

The above information will also be available on the website of VLS at www.verandalearning.com.

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 ANANTHARAMAK ANANTHARAMAKRISHNAN Date: 2024.04.22 13:00:22 +05'30' RISHNAN M Anantharamakrishnan Company Secretary & Compliance Officer M. No: ACS-7187

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contact@verandalearning.com www.verandalearning.com

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+91 44 4296 7777

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