Veranda Learning Solutions has disclosed that its wholly-owned subsidiary, Veranda XL Learning Solutions Private Limited (VXL), has entered into a comprehensive facility agreement with RBL Bank Limited for ₹125 crores. The agreement was executed on February 25, 2026, with the company receiving intimation on February 26, 2026.

Facility Structure and Breakdown

The banking arrangement comprises multiple facility types designed to meet different operational requirements of the subsidiary. The comprehensive package includes both working capital and term financing options.

Security Arrangements

The facility agreement includes comprehensive security arrangements involving multiple entities within the group. The security structure demonstrates the company's commitment to the banking relationship through various forms of collateral.

Regulatory Compliance

The disclosure was made pursuant to Regulation 30 and 30A of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. Veranda Learning Solutions clarified that while VXL is the borrowing entity, the parent company is not directly party to the facility agreement.

Strategic Implications

The facility provides VXL with substantial financial flexibility across different operational needs, from day-to-day working capital through the overdraft facility to longer-term growth financing via term loans. The involvement of group companies as guarantors and the promoter share pledge demonstrates strong backing for the subsidiary's operations.

The arrangement with RBL Bank establishes a significant banking relationship for the education services group, potentially supporting future expansion and operational requirements of the wholly-owned subsidiary.

Veranda Learning Solutions has successfully executed key financing agreements with City Union Bank Limited for a substantial term loan facility. The education services company formalized the loan arrangement on February 24, 2026, following regulatory approvals obtained in early February.

Agreement Execution Details

The company executed two critical agreements on February 24, 2026, at 11:30 PM IST to facilitate the Rs 140 crores term loan facility. The executed agreements include the Term Loan Agreement and Deed of Hypothecation, both designed to secure the borrowing arrangement with City Union Bank Limited.

Comprehensive Security Structure

The term loan facility is backed by extensive collateral and guarantee arrangements. The security package includes substantial real estate assets owned by subsidiary companies, providing robust backing for the lending arrangement.

Collateral Security Details

The loan is secured by prime real estate properties owned by Veranda K-12 Learning Solutions Private Limited:

Guarantee and Hypothecation Framework

The security arrangement includes personal guarantees from the company's promoters - Kalpathi S Aghoram, Kalpathi S Ganesh, and Kalpathi S Suresh. Corporate guarantees have been provided by Veranda K-12 Learning Solutions Private Limited and Veranda Race Learning Solutions Private Limited.

The hypothecation covers receivables and current assets of nine group companies, including the parent company and various wholly-owned and step-down subsidiaries. Additionally, the promoters propose to create a pledge over equity shares worth Rs 50 crores, with the pledge agreement to be executed separately.

Strategic Financial Restructuring

This comprehensive financing arrangement enables Veranda Learning Solutions to redeem outstanding Non-Convertible Debentures issued by the company and its wholly-owned subsidiary, Veranda Race Learning Solutions Private Limited. The transaction represents a strategic debt restructuring initiative, optimizing the company's capital structure while maintaining compliance with regulatory requirements under SEBI Listing Regulations.