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Veranda Learning Solutions Limited Capital/Financing Update 2024

Mar 25, 2024

59607_rns_2024-03-25_a50e6a2a-f50f-44ac-9383-66558f0f0854.pdf

Capital/Financing Update

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Veranda Learning Solutions Limited

25.03.2024

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 Regulations and 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-PoD1/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 entered into a debenture trust deed dated 24 March 2024 with Catalyst Trusteeship Limited (acting as the debenture trustee) for the proposed issuance of up to 2,500 senior, secured, redeemable and unlisted non-convertible debentures of a nominal value of INR 1,00,000 each in one or more series and/or tranches aggregating to not more than INR 25,00,00,000 (Rupees Twenty Five Crores Only) along with an additional green shoe option to issue up to 10,000 senior, secured, redeemable and unlisted non-convertible debentures of a nominal value of INR 1,00,000 each, aggregating to not more than INR 100,00,00,000 (Rupees One Hundred Crores Only) in one or more series and/or tranches, on a private placement basis, aggregating, on the whole, to not more than INR 125,00,00,000 (Rupees One Hundred and Twenty Five Crores Only).

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

Further, pursuant to regulation 30(9) of the Listing Regulations, we hereby inform you that Veranda XL Learning Solutions Private Limited (“ Veranda XL ”), a subsidiary of the Company has entered into a debenture trust deed dated 24 March 2024 with Catalyst Trusteeship Limited (acting as the debenture trustee) for the proposed issuance of up to 31,000 senior, secured, redeemable and unlisted non-convertible debentures of a nominal value of INR 1,00,000 each in one or more series and/or tranches on a private placement basis, aggregating to not more than INR 310,00,00,000 (Rupees Three Hundred and Ten Crores Only).

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 ”.

Further, pursuant to regulation 30(9) of the Listing Regulations, we hereby inform you that Veranda Race Learning Solutions Private Limited (“ Veranda Race ”), a wholly-owned subsidiary of the Company has entered into a debenture trust deed dated 24 March 2024 with Catalyst Trusteeship Limited (acting as the debenture trustee) for the proposed issuance of up to 9,000 senior, secured, redeemable, unlisted and non-convertible debentures of a nominal value of INR 1,00,000 each in one or more series and/or tranches aggregating to not more than INR 90,00,00,000 (Rupees Ninety Crores Only) along with an additional green shoe option to issue up to 2,000 senior, secured, redeemable and unlisted non-convertible debentures of a nominal value of INR 1,00,000 each, aggregating to not more than INR 20,00,00,000 (Rupees Twenty Crore Only), in one or more series and/or tranches, by Veranda Race on a private placement basis, aggregating, on the whole, to not more than INR 110,00,00,000(Rupees One Hundred and Ten Crores Only).

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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-C ”.

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 ANANTHARAMAKRISH ANANTHARAMAKRISHNAN Date: 2024.03.25 22:13:10 NAN +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

Annexure A

Annexure A
Particulars Details
a) Name(s) of the parties with whom
the agreement is entered		 Veranda Learning Solutions Limited (as the “Issuer”)
and
Catalyst Trusteeship Limited (as the “Debenture
Trustee”)
b) purpose of entering into the
agreement;		 For raising funds for the purpose of, inter alia, providing
inter-corporate loans to group companies, repayment of
existing debt andworking capitaland purposes.
c) Size of agreement For raising an amount up to Rs. 25 Crore (Twenty-Five
Crore Only) by the issuance of up to 2,500 senior,
secured, redeemable and unlisted non-convertible
debentures of a nominal value of INR 1,00,000 each in
one or more series and/or tranches along with an
additional green shoe option for raising an amount up
to Rs. 100 Crores (Rupees One Hundred Crores) by the
issuance of up to 10,000 senior, secured, redeemable
and unlisted non-convertible debentures of a nominal
value of INR 1,00,000 each in one or more series or
tranches, aggregating, overall, to not more than Rs. 125
Crores (Rupees OneHundredTwentyFive Crores)
d) shareholding, if any, in the entity
with
whom
the
agreement
is
executed;		 N.A.
e) 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;		 The agreement governs the terms and conditions of the
debentures proposed to be issued pursuant to the
debenture trust deed entered into between the Issuer
and the Debenture Trustee dated 24 March 2024
(“Debenture Trust Deed”).
The debenture trustee shall have the right to appoint a
nominee director or observer on the board of directors
of the Issuer, upon the occurrence of an event of default,
as more specifically prescribed in the Debenture Trust
Deed.
f) whether, the said parties are related
to promoter/promoter group/ group
companies in any manner. If yes,
nature of relationship;		 The Promoters hold collectively 52.70% of shareholding
in the Issuer.
g) whether the transaction would fall
within related party transactions? If
yes, whether the same is done at
“arm’s length”;		 Yes. The transaction is at an arm’s length basis.
The transaction involves creation of security by the
Issuer, subsidiaries and promoters of the Issuer and
providing of guarantees by the Issuer, subsidiaries /
step-down subsidiaries of the Issuer (as applicable) to
secure the debentures proposed to be issued by the
Issuer, the debentures proposed to be issued by
Veranda XL Learning Solutions Limited and the
debentures proposed to be issued by Veranda Race
Learning Solutions Private Limited. The details of the
proposed security and the proposed guarantees is more
particularly given in row(i) below.
h) in case of issuance of shares to the
parties, details of issue price, class of
shares issued;		 Not Applicable
Particulars Details
i) 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		 1) Details of Lenders: Funds managed and / or
arranged by BPEA Investment Managers Private
Limited (BPEA) and/or such other investors
identified by BPEA Investment Managers Private
Limited (BPEA).
2) Nature of loan: senior, secured, redeemable and
unlisted non-convertible debentures.
3) Total amount of loan: Please refer to point (c)
above.
4) Total amount outstanding: NIL as on date of this
disclosure. The debentures are proposed to be
issued within the availability period in terms of the
Debenture Trust Deed.
5) Date of execution of the loan agreement
(Debenture Trust Deed): 24 March 2024
6) Details of security: As provided below:
(a)
The Debt shall be secured by:
(i)
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 ‘Designated Escrow
Account’ and all amounts lying thereto
(each as defined in the Race 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 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);
(iii)
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
Particulars Details
(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
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 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;
(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
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 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.
(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 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, by each of the
RecentlyAcquiredTargets (otherthan
Particulars Details
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 Race 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 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 Debt will also 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 the above paragraph 6(a)
shall have the meaning ascribed to such terms in the
Debenture Trust Deed)
The aforesaid security and guarantees will be created in
accordance with the timelines stipulated under the
Debenture Trust Deed.
j). 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
k)
in
case
of
termination
or
amendment,
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;
v. reasons for termination and impact
thereof;		 Not Applicable

Annexure B

Annexure B
Particulars Details
a) Name(s) of the parties with whom
the agreement is entered		 Veranda XL Learning Solutions Private Limited (as the
“Issuer”) and Catalyst Trusteeship Limited (as the
“Debenture Trustee”)
It is hereby clarified that Veranda Learning Solutions
Limited is not a party to the debenture trust deed
entered into between the Issuer and the Debenture
Trustee dated 24 March 2024 (“VXL Debenture Trust
Deed”).
b) purpose of entering into the
agreement;		 For raising funds for the purpose of, inter alia, financing
acquisitions, providing inter-corporate loans to group
companies, repayment of existing debt, working capital
and any othersuchpurposes.
c) Size of agreement For raising an amount up to Rs. 310 Crore (Rupees
Three Hundred and Ten Crores only) by the issuance of
up to 31,000 senior, secured, redeemable and unlisted
non-convertible debentures of a nominal value of INR
1,00,000 each in one or more series and/or tranches on
a private placement basis.
d) shareholding, if any, in the entity
with
whom
the
agreement
is
executed;		 Veranda Learning Solutions Limited holds 76% of
shares in the Issuer.
e) 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;		 The agreement governs the terms and conditions of the
debentures proposed to be issued pursuant to the VXL
Debenture Trust Deed.
The debenture trustee shall have the right to appoint a
nominee director or observer on the board of directors
of the Issuer, upon the occurrence of an event of default,
as more specifically prescribed in the Debenture Trust
Deed.
f) whether, the said parties are related
to promoter/promoter group/ group
companies in any manner. If yes,
nature of relationship;		 The Issuer is a subsidiary of Veranda Learning
Solutions Limited.
g) whether the transaction would fall
within related party transactions? If
yes, whether the same is done at
“arm’s length”;		 Yes. The transaction is at an arm’s length basis.
The transaction involves creation of security by the
Issuer, Veranda Learning Solutions Limited and its
subsidiaries and the promoters of Veranda Learning
Solutions Limited, and providing of guarantees by the
Issuer, Veranda Learning Solutions Limited and its
subsidiaries / step-down subsidiaries (as applicable), to
secure the debentures proposed to be issued by the
Issuer, the debentures proposed to be issued by
Veranda Learning Solutions Limited and the debentures
proposed to be issued by Veranda Race Learning
Solutions Private Limited. The details of the proposed
security and the proposed guarantees is more
particularly given in row(i) below.
Particulars Details
h) in case of issuance of shares to the
parties, details of issue price, class of
sharesissued;		 Not Applicable
i) 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		 1) Details of Lenders: Funds managed and / or
arranged by BPEA Investment Managers Private
Limited (BPEA) and/or such other investors
identified by BPEA Investment Managers Private
Limited (BPEA).
2) Nature of loan: senior, secured, redeemable and
unlisted non-convertible debentures
3) Total amount of loan: Please refer to point (c)
above.
4) Total amount outstanding: NIL as on date of this
disclosure. The debentures are proposed to be
issued within the availability period in terms of the
VXL Debenture Trust Deed.
5) Date of execution of the loan agreement
(Debenture Trust Deed): 24 March 2024
6) Details of security: As provided below:
(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
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 ‘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 a_pari
_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
Particulars Details
(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)
a first ranking_pari 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 ranking_pari 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 a_pari
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 ranking_pari 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.
(e)
The Series III 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 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)
a first ranking_pari passu_equitable
mortgage (ona _pari passu _basiswiththe
Particulars Details
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 a_pari_
_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 the above paragraph 6(a)
shall have the meaning ascribed to such terms in the
VXL Debenture Trust Deed.)
The aforesaid security and guarantees will be created in
accordance with the timelines stipulated under the VXL
Debenture Trust Deed.
j). 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
k)
in
case
of
termination
or
amendment,
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;
v. reasons for termination and impact
thereof;		 Not Applicable

Annexure C

Annexure C
Particulars Details
a) Name(s) of the parties with whom
the agreement is entered		 Veranda Race Learning Solutions Private Limited (as the
Issuer) and Catalyst Trusteeship Limited (as the
Debenture Trustee)
It is hereby clarified that Veranda Learning Solutions
Limited is not a party to the debenture trust deed
entered into between the Issuer and the Debenture
Trustee dated 24 March 2024 (“Race Debenture Trust
Deed”).
b) purpose of entering into the
agreement;		 For raising funds for the purpose of, inter alia, providing
inter-corporate loans to group companies, repayment of
existing debt, working capital and any other such
purposes.
c) Size of agreement For raising an amount up to Rs. 90 Crore (Rupees
Ninety Crore Only) by the issuance of up to 9,000
senior,
secured,
redeemable
and
unlisted
non-
convertible debentures of a nominal value of INR
1,00,000 each in one or more series and/or tranches
along with an additional green shoe option for raising
an amount up to Rs. 20 Crores (Rupees Twenty Crores)
by the issuance of up to 2,000 senior, secured,
redeemable and unlisted non-convertible debentures of
a nominal value of INR 1,00,000 each in one or more
series or tranches, aggregating, overall, to not more
than Rs. 110 Crores (Rupees One Hundred and Ten
Crores)
d) shareholding, if any, in the entity
with
whom
the
agreement
is
executed;		 Veranda Learning Solutions Limited holds 100% of
shares in the Issuer
e) 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;		 The agreement governs the terms and conditions of the
debentures proposed to be issued pursuant to the Race
Debenture Trust Deed.
The debenture trustee shall have the right to appoint a
nominee director or observer on the board of directors
of the Issuer, upon the occurrence of an event of default,
as more specifically prescribed in the Race Debenture
TrustDeed.
f) whether, the said parties are related
to promoter/promoter group/ group
companies in any manner. If yes,
nature of relationship;		 The Issuer is a wholly owned subsidiary of Veranda
Learning Solutions Limited.
g) whether the transaction would fall
within related party transactions? If
yes, whether the same is done at
“arm’s length”;		 Yes. The transaction is at an arm’s length basis.
The transaction involves creation of security by the
Issuer, Veranda Learning Solutions Limited and its
subsidiaries and the promoters of Veranda Learning
Solutions Limited, and providing of guarantees by the
Issuer, Veranda Learning Solutions Limited and its
subsidiaries / step-down subsidiaries (as applicable), to
secure the debentures proposed to be issued by the
Issuer, the debentures proposed to be issued by
Veranda Learning Solutions Limited and the debentures
proposed to be issued by Veranda XL Learning
Particulars Details
Solutions Private Limited. The details of the proposed
security and the proposed guarantees is more
particularly given in row(i) below.
h) in case of issuance of shares to the
parties, details of issue price, class of
sharesissued;		 Not Applicable
i) 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		 1) Details of Lenders: Funds managed and / or
arranged by BPEA Investment Managers Private
Limited (BPEA) and/or such other investors
identified by BPEA Investment Managers Private
Limited (BPEA).
2) Nature of loan: senior, secured, redeemable and
unlisted non-convertible debentures
3) Total amount of loan: Please refer to point (c)
above.
4) Total amount outstanding: NIL as on date of this
disclosure. The debentures are proposed to be
issued within the availability period in terms of the
Race Debenture Trust Deed.
5) Date of execution of the loan agreement (Debenture
Trust Deed): 24 March 2024
6) Details of security: As provided below:
(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 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
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
thanthePromoters and Six Phrase) over
Particulars Details
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 with the Veranda XL Series I
Debt,VerandaXLSeriesIII Debt,Veranda
Particulars Details
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 the above paragraph 6(a)
shall have the meaning ascribed to such terms in the
Race Debenture Trust Deed)
The aforesaid security and guarantees will be created in
accordance with the timelines stipulated under the Race
Debenture Trust Deed.
j). 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
k)
in
case
of
termination
or
amendment,
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;
v. reasons for termination and impact
thereof;		 Not Applicable

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