Veranda Learning Solutions Limited — Capital/Financing Update 2025

Jan 31, 2025

Veranda Learning Solutions Limited

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31[st] January 2025

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: 2025.01.31 17:29:12 +05'30' S Balasundharam Company Secretary & Compliance Officer M. No: ACS-11114

contact@verandalearning.com www.verandalearning.com

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

+91 44 4296 7777 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. Brief Particulars Remarks
No.
1. Name(s) of parties with whom the Veranda Learning Solutions Limited
agreement is entered; and Axis Trustee Services Limited
2. Purpose of entering into the Pursuant to the Amendment Acceptance
agreement 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 Not Applicable
with whom the agreement is
executed
5. Significant terms of the agreement Not Applicable
(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.
6. Whether, the said parties are Not Applicable
related to promoter/promoter
group/ group companies in any
manner. If yes, nature of
relationship;
7. Whether the transaction would fall Not Applicable
within related party transactions? If
yes, whether the same is done at
“arms length”;
8. In case of issuance of shares to the Not Applicable
parties, details of issue price, class
of shares issued
9. In case of loan agreements, details Not Applicable
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
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contact@verandalearning.com www.verandalearning.com

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+91 44 4296 7777 G.R. Complex First floor No.807808, Anna Salai, Nandanam, Chennai -600 035 CIN: L74999TN2018PLC125880

Veranda Learning Solutions Limited

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10. Any other disclosures related to such Not Applicable
agreements, viz., details of nominee
on the board of directors of the listed
entity, potential conflict of interest
arising out of such agreements, etc;
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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. January 31,2025 and 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 4296 7777 G.R. Complex First floor No.807808, Anna Salai, Nandanam, Chennai -600 035 CIN: L74999TN2018PLC125880