Edelweiss Financial Services : Draft Prospectus (Draft filed with SE)

Table of Contents

SECTION I - GENERAL

1

DEFINITIONS AND ABBREVIATIONS

1

CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF

PRESENTATION

13

FORWARD LOOKING STATEMENTS

16

SECTION II - RISK FACTORS

17

SECTION III - INTRODUCTION

49

GENERAL INFORMATION

49

CAPITAL STRUCTURE

59

OBJECTS OF THE ISSUE

74

STATEMENT OF POSSIBLE TAX BENEFITS

77

SECTION IV - ABOUT OUR COMPANY

93

INDUSTRY OVERVIEW

93

OUR BUSINESS

113

HISTORY AND MAIN OBJECTS

135

OUR MANAGEMENT

138

OUR PROMOTER

151

RELATED PARTY TRANSACTIONS

154

REGULATIONS AND POLICIES

155

SECTION V - FINANCIAL STATEMENTS

172

FINANCIAL INFORMATION

172

MATERIAL DEVELOPMENTS

173

FINANCIAL INDEBTEDNESS

174

SECTION VI - LEGAL AND OTHER INFORMATION

188

OUTSTANDING LITIGATIONS

188

OTHER REGULATORY AND STATUTORY DISCLOSURES

215

SECTION VII - ISSUE RELATED INFORMATION

232

ISSUE STRUCTURE

232

TERMS OF THE ISSUE

238

ISSUE PROCEDURE

255

SECTION VIII - SUMMARY OF KEY PROVISIONS OF ARTICLES OF ASSOCIATION

289

SECTION IX - MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

299

DECLARATION

301

ANNEXURE A - CRISIL RATING, RATING RATIONALE AND PRESS RELEASE

302

ANNEXURE B - ICRA RATING, REVALIDATION LETTER, RATING RATIONALE AND

315

PRESS RELEASE

ANNEXURE C - DEBENTURE TRUSTEE CONSENT LETTER

327

Term

Description

Associates

Associates of the Issuer as at and for the relevant financial year/period as applicable.

"EFSL" or "Company" or

Edelweiss Financial Services Limited, a public limited company incorporated under the

"the Issuer"

Companies Act, 1956, and having its Registered Office at Edelweiss House, Off C.S.T.

Road, Kalina, Mumbai 400 098, Maharashtra, India.

"we" or "us" or "our"

Edelweiss Financial Services Limited together with its Subsidiaries, Associates and

Trusts for the relevant financial year/period as applicable.

Subsidiaries

Subsidiaries of the Issuer as at and for the relevant financial year/period as applicable.

For the details of the subsidiaries of the Issuer, as on the date of this Draft Prospectus,

see "History and Main Objects" on page 135.

Trusts

Trusts of the Issuer as at and for the relevant financial year/period as applicable.

For the details of the trusts of the Issuer, on the date of this Draft Prospectus, see "History

and Main Objects" on page 135.

Term

Description

2021 Audited Consolidated

The annual consolidated balance sheet as at March 31, 2021 and the annual consolidated

Ind AS Financial Statement

statement of profit and loss for the year ended 2021 and the annual consolidated

statement of cash flows for the year ended 2021 and the annual consolidated statement

of changes in equity for the year ended 2021 of the Issuer prepared in accordance with

accounting principles generally accepted in India, including the Indian Accounting

Standards (Ind AS) specified under section 133 of the Companies Act, 2013 read with

the Companies (Indian Accounting Standards) Rules, 2015, as amended.

2022 Audited Consolidated

The annual consolidated balance sheet as at March 31, 2022 and the annual consolidated

Ind AS Financial Statement

statement of profit and loss for the year ended 2022 and the annual consolidated

statement of cash flows for the year ended 2022 and the annual consolidated statement

of changes in equity for the year ended 2022 of the Issuer prepared in accordance with

accounting principles generally accepted in India, including the Indian Accounting

Standards (Ind AS) specified under section 133 of the Companies Act, 2013 read with

the Companies (Indian Accounting Standards) Rules, 2015, as amended.

2023 Audited Consolidated

The annual consolidated balance sheet as at March 31, 2023 and the annual consolidated

Ind AS Financial Statement

statement of profit and loss for the year ended 2023 and the annual consolidated

statement of cash flows for the year ended 2023 and the annual consolidated statement

of changes in equity for the year ended 2023 of the Issuer prepared in accordance with

accounting principles generally accepted in India, including the Indian Accounting

Standards (Ind AS) specified under section 133 of the Companies Act, 2013 read with

the Companies (Indian Accounting Standards) Rules, 2015, as amended.

2021 Audited Standalone

The annual standalone balance sheet as at March 31, 2021 and the annual standalone

Ind AS Financial Statement

statement of profit and loss for the year ended 2021 and the annual standalone statement

of cash flows for the year ended 2021 and the annual standalone statement of changes in

equity for the year ended 2021 of the Issuer prepared in accordance with accounting

principles generally accepted in India, including the Indian Accounting Standards (Ind

AS) specified under section 133 of the Companies Act, 2013 read with the Companies

1

Term

Description

(Indian Accounting Standards) Rules, 2015, as amended.

2022

Audited

Standalone

The annual standalone balance sheet as at March 31, 2022 and the annual standalone

Ind AS Financial Statement

statement of profit and loss for the year ended 2022 and the annual standalone statement

of cash flows for the year ended 2022 and the annual standalone statement of changes in

equity for the year ended 2022 of the Issuer prepared in accordance with accounting

principles generally accepted in India, including the Indian Accounting Standards (Ind

AS) specified under section 133 of the Companies Act, 2013 read with the Companies

(Indian Accounting Standards) Rules, 2015, as amended.

2023

Audited

Standalone

The annual standalone balance sheet as at March 31, 2023 and the annual standalone

Ind AS Financial Statement

statement of profit and loss for the year ended 2023 and the annual standalone statement

of cash flows for the year ended 2023 and the annual standalone statement of changes in

equity for the year ended 2023 of the Issuer prepared in accordance with accounting

principles generally accepted in India, including the Indian Accounting Standards (Ind

AS) specified under section 133 of the Companies Act, 2013 read with the Companies

(Indian Accounting Standards) Rules, 2015, as amended.

Adjusted Networth

Networth along with Equity attributable to non-controlling interest.

Annual

Financial

Annual Consolidated Financial Statements and Annual Standalone Financial

Statements

Statements.

Annual

Consolidated

2021 Audited Consolidated Ind AS Financial Statement, 2022 Audited Consolidated Ind

Financial Statements

AS Financial Statement and 2023 Audited Consolidated Ind AS Financial Statement.

Annual

Standalone

2021 Audited Standalone Ind AS Financial Statement, 2022 Audited Standalone Ind AS

Financial Statements

Financial Statement and 2023 Audited Standalone Ind AS Financial Statement.

Articles

or

Articles

of

Articles of Association of the Issuer.

Association or AOA

Audit Committee

Audit committee of the Board of Directors.

Auditors

or

Statutory

The current statutory auditors of the Issuer, Nangia & Co. LLP, Chartered Accountants.

Auditors

Board or Board of Directors

Board of Directors of the Issuer or any duly constituted committee thereof.

or our Board or our Board

of Directors

Corporate

Social

Corporate Social Responsibility Committee of the Board of Directors.

Responsibility Committee

Committee

A committee constituted by the Board, from time to time.

Debenture Fund Raising

Debenture Fund Raising Committee as constituted by the Board of Directors.

Committee

Directors

Directors of the Issuer.

Equity Shares

Equity shares of the Issuer of face value of ₹ 1 each.

ESOPs

Employee stock options.

Executive Director

Executive director(s) of the Issuer, as disclosed under "Our Management" on page 138.

HY Fiscal 2024

The financial period from April 1, 2023 to September 30, 2023

HY

2024

Unaudited

The unaudited consolidated financial information of the Issuer as at and for the half year

Consolidated

Financial

period ended September 30, 2023 in the manner and format required by the SEBI Listing

Results

Regulations.

HY

2024

Unaudited

The unaudited standalone financial information of the of the Issuer as at and for the half

Standalone

Financial

year period ended September 30, 2023 in the manner and format required by SEBI

Results

Listing Regulations.

HY

2024

Unaudited

HY 2024 Unaudited Consolidated Financial Results and HY 2024 Unaudited Standalone

Financial Results

Financial Results.

Independent Director(s)

The independent director(s) on our Board, in terms of Section 2(47) and Section 149(6)

of the Companies Act, 2013 and SEBI Listing Regulations.

KMP

/

Key

Managerial

Key managerial personnel of the Issuer as disclosed in this Draft Prospectus and

Personnel

appointed in accordance with Key Managerial Personnel, as defined under Section 2(51)

of the Companies Act, 2013.

LAP

Loan against property.

"MoA" or "Memorandum"

Memorandum of Association of the Issuer.

or

"Memorandum

of

Association"

Networth

As defined in Section 2(57) of the Companies Act, 2013, as follows:

"Networth means the aggregate value of the paid-up share capital and all reserves

created out of the profits, securities premium account and debit or credit balance of

2

Term

Description

profit and loss account, after deducting the aggregate value of the accumulated losses,

deferred expenditure and miscellaneous expenditure not written off, as per the audited

balance sheet but does not include reserves created out of revaluation of assets, write

back of depreciation and amalgamation."

Nomination

and

Nomination and Remuneration Committee of the Board of Directors.

Remuneration Committee

Non-Executive Director

Non-executive director(s) of the Issuer, as disclosed under "Our Management",

beginning on page 138.

Preference Shares

Preference Shares of the Issuer having face value of ₹5 each.

Promoter Group

Includes such persons and entities constituting the promoter group of the Issuer

pursuant to Regulation 2 (1) (pp) of the SEBI ICDR Regulations.

Promoters or our Promoter

Rashesh Chandrakant Shah, Venkatchalam A Ramaswamy, Vidya Shah and Aparna

T.C.

Public Issue 1

Public issue of secured redeemable non-convertible debentures of face value ₹1,000 each

aggregating to ₹2,000 million pursuant to the prospectus dated December 17, 2020.

Public Issue 2

Public issue of secured redeemable non-convertible debentures of face value ₹1,000

each aggregating to ₹4,000 million pursuant to the prospectus dated March 26, 2021.

Public Issue 3

Public issue of secured redeemable non-convertible debentures of face value ₹1,000

each aggregating to ₹ 4,000 million pursuant to the prospectus dated August 9, 2021.

Public Issue 4

Public issue of secured redeemable non-convertible debentures of face value ₹1,000 each

aggregating to ₹ 5,000 million pursuant to the tranche I prospectus dated November 29,

2021.

Public Issue 5

Public issue of secured redeemable non-convertible debentures of face value ₹1,000

each aggregating to ₹ 4,000 million pursuant to the tranche II prospectus dated

September 26, 2022.

Public Issue 6

Public issue of secured redeemable non-convertible debentures of face value ₹1,000

each aggregating to ₹ 4,000 million pursuant to the tranche I prospectus dated December

27, 2022.

Public Issue 7

Public issue of secured redeemable non-convertible debentures of face value ₹1,000

each aggregating to ₹ 4,000 million pursuant to the tranche II prospectus dated March

31, 2023.

Public Issue 8

Public issue of secured redeemable non-convertible debentures of face value of ₹ 1,000

each aggregating to ₹ 3,000 million pursuant to the tranche III prospectus dated June 28,

2023.

Public Issue 9

Public issue of secured redeemable non-convertible debentures of face value of ₹ 1,000

each aggregating to ₹ 2,000 million pursuant to the prospectus dated September 22,

2023.

Registered Office

The registered office of the Issuer is situated at Edelweiss House, Off C.S.T. Road,

Kalina, Mumbai 400 098, Maharashtra, India.

Risk Committee

Risk Committee of the Board of Directors.

Senior Management

The officers and personnel of the Issuer who are members of its core management team,

excluding the Board of Directors, and shall also comprise all the members of the

management one level below the chief executive officer or managing director or whole

time director or manager (including chief executive officer and manager, in case they

are not part of the Board of Directors) and shall specifically include the functional heads,

by whatever name called and the company secretary and the chief financial officer.

Stakeholders'

Relationship

Stakeholders' Relationship Committee as constituted by the Board of Directors.

Committee

Total Borrowing(s) / Total

Debt securities, borrowings (other than debt securities), deposits and subordinated

Debt

liabilities.

Issue Related Terms

Term

Description

Abridged Prospectus

A memorandum containing the salient features of the Prospectus.

Acknowledgement

Slip/

The slip or document issued by the Designated Intermediary to an Applicant as proof

Transaction

Registration

of registration of the Application Form.

Slip/ TRS

Allotment Advice

The communication sent to the Allottees conveying the details of NCDs allotted to the

Allottees in accordance with the Basis of Allotment.

3

Term

Description

"Allotment",

"Allot" or

Unless the context otherwise requires, the allotment of NCDs to the successful

Allotted

Applicants pursuant to the Issue.

Allottee(s)

The successful Applicant to whom the NCDs are Allotted either in full or part, pursuant

to the Issue.

"Applicant" or "Investor"

Any person who applies for issuance and Allotment of NCDs through ASBA process

or through UPI Mechanism pursuant to the terms of this Draft Prospectus and the

Prospectus, the Abridged Prospectus and the Application Form.

"Application"

or

"ASBA

An application (whether physical or electronic) to subscribe to the NCDs offered

Application"

pursuant to the Issue by submission of a valid Application Form and authorising an

SCSB to block the Application Amount in the ASBA Account or to block the

Application Amount using the UPI Mechanism, where the Bid Amount will be blocked

upon acceptance of UPI Mandate Request by retail investors for an Application Amount

of upto ₹ 500,000 which will be considered as the application for Allotment in terms of

the Prospectus.

Application Amount

The aggregate value of the NCDs applied for, as indicated in the Application Form for

the Issue.

Application Form / ASBA

Form in terms of which an Applicant shall make an offer to subscribe to NCDs through

Form

the ASBA process or through the UPI Mechanism and which will be considered as the

Application for Allotment of NCDs in terms of the Prospectus.

ASBA Account

An account maintained with a SCSB and specified in the Application Form which will

be blocked by such SCSB to the extent of the Application Amount mentioned in the

Application Form by an Applicant and will include a bank account of a retail individual

investor linked with UPI, for retail individual investors submitting application value

upto ₹ 500,000.

Banker(s) to the Issue

Collectively Public Issue Account Bank, Refund Bank and Sponsor Bank.

Base Issue Size

₹ 1,250 million

Basis of Allotment

The basis on which NCDs will be allotted to successful applicants as specified under

the Issue and which is described in "Issue Procedure - Basis of Allotment" on page 286.

Bidding Centres

Centres at which the Designated Intermediaries shall accept the Application Forms, i.e.,

Designated Branches of SCSB, Specified Locations for Members of the Syndicate,

Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and

Designated CDP Locations for CDPs.

Broker Centres

Broker centres notified by the Stock Exchange where Applicants can submit the ASBA

Forms (including ASBA Forms under UPI in case of UPI Investors) to a Registered

Broker. The details of such Broker Centres, along with the names and contact details of

the Trading Members are available on the websites of the Stock Exchange at:

www.bseindia.com.

CAAPL

CARE Analytics & Advisory Private Limited.

CAAPL Research Report

Industry report titled "Industry Report on Financial Services Sector" dated December

13, 2023, prepared by CAAPL.

Category I

(Institutional

• Public financial institutions, scheduled commercial banks, Indian multilateral and

Investors)

bilateral development financial institutions which are authorised to invest in the

NCDs;

• Provident funds and pension funds each with a minimum corpus of ₹250 million,

superannuation funds and gratuity funds, which are authorised to invest in the NCDs;

• Alternative Investment Funds, subject to investment conditions applicable to them

under the Securities and Exchange Board of India (Alternative Investment Funds)

Regulations, 2012;

• Resident Venture Capital Funds registered with SEBI;

• Insurance companies registered with the IRDAI;

• State industrial development corporations;

• Insurance funds set up and managed by the army, navy, or air force of the Union of

India;

• Insurance funds set up and managed by the Department of Posts, the Union of India;

• systemically important non-banking financial companies;

• National Investment Fund set up by resolution no. F.No. 2/3/2005-DDII dated

November 23, 2005 of the Government of India published in the Gazette of India; and

• Mutual funds registered with SEBI.

Category

II

(Non

• Companies within the meaning of Section 2(20) of the Companies Act, 2013;

4

Term

Description

Institutional Investors)

statutory bodies/ corporations and societies registered under the applicable laws in

India and authorised to invest in the NCDs;

• Co-operative banks and regional rural banks;

• Trusts including public/private charitable/religious trusts which are authorised to

invest in the NCDs;

• Scientific and/or industrial research organisations, which are authorised to invest in

the NCDs;

• Partnership

firms

in

the

name

of

the

partners;

Limited liability partnerships formed and registered under the provisions of the

Limited Liability Partnership Act, 2008 (No. 6 of 2009).

• Association of Persons; and

• Any other incorporated and/ or unincorporated body of persons.

Category

III (High Net

Resident Indian individuals or Hindu Undivided Families through the Karta applying

Worth Individual Investors)

for an amount aggregating to above ₹ 10,00,000 across all options of NCDs in the Issue.

Category

IV

(Retail

Resident Indian individuals or Hindu Undivided Families through the Karta applying

Individual Investors)

for an amount aggregating up to and including ₹ 10,00,000 across all options of NCDs

in the Issue and shall include Retail Individual Investors, who have submitted bid for

an amount not more than ₹ 500,000 in any of the bidding options in the Issue (including

HUFs applying through their Karta and does not include NRIs) though UPI Mechanism.

CIBIL

TransUnion CIBIL Limited.

Client ID

Client identification number maintained with one of the Depositories in relation to the

demat account.

Consortium Agreement

[•]

Consortium Members

[•]

"Collecting

Depository

A depository participant as defined under the Depositories Act, 1996, registered with

Participant" or "CDP"

SEBI and who is eligible to procure Applications in the Issue, at the Designated CDP

Locations in terms of the SEBI NCS Master Circular.

Credit Rating Agency(s)

CRISIL and ICRA

Debentures / NCDs

Secured Redeemable Non-Convertible Debentures of face value of ₹ 1,000 each.

Debenture Holder(s)/ NCD

The holders of the NCDs whose name appears in the database of the Depository and/or

Holder(s)

the register of NCD Holders (if any) maintained by the Issuer if required under

applicable law.

Debenture Trust Deed

The trust deed to be entered between the Debenture Trustee and the Issuer which shall

be executed in relation to the NCDs within the time limit prescribed by applicable

statutory and/or regulatory requirements, including creation of appropriate security, in

favour of the Debenture Trustee for the NCD Holders on the assets adequate to ensure

at least 100% security cover for the NCDs and the interest due thereon issued pursuant

to the Issue. The contents of the Debenture Trust Deed shall be as prescribed by SEBI

or any other applicable statutory/regulatory body from time to time.

Debenture Trustee/ Trustee

Trustees for the NCD holders, in this case being Beacon Trusteeship Limited.

Debenture

Trustee

Agreement dated December 12, 2023 entered into between the Debenture Trustee and

Agreement

the Issuer wherein the appointment of the Debenture Trustee, is agreed as between the

Issuer and the Debenture Trustee.

Deemed Date of Allotment

The date on which the Board/or the Debenture Fund Raising Committee approves the

Allotment of NCDs or such date as may be determined by the Board of Directors/or the

Debenture Fund Raising Committee and notified to the Designated Stock Exchange.

All

benefits relating to the NCDs including interest on NCDs shall be available to the

Debenture Holders from the Deemed Date of Allotment.

Demographic Details

The demographic details of the Applicants such as their respective addresses, email,

PAN, investor status, MICR Code and bank account detail.

Designated Branches

Such branches of the SCSBs which shall collect the Application Forms, a list of which

is

available

on

the

website

of

the

SEBI

at:

https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmI

d=34 or at such other websites as may be prescribed by SEBI from time to time.

Designated CDP Locations

Such locations of the CDPs where Applicants can submit the ASBA Forms, a list of

which, along with names and contact details of the Collecting Depository Participants

eligible to accept ASBA Forms are available on the website of the Stock Exchange at

www.bseindia.com.

Designated Date

The date on which the funds blocked by the SCSBs are transferred from the ASBA

Accounts to the Public Issue Account and/or the Refund Account, as appropriate, after

finalization of the Basis of Allotment, in terms of the

Prospectus following which

the NCDs will be Allotted in the Issue.

Term

Description

Designated Intermediaries

Collectively, the Lead Managers, the Consortium Members, Trading Members, agents,

SCSBs, Registered Brokers, CDPs and RTAs, who are authorized to collect Application

Forms from the Applicants in the Issue.

Designated RTA Locations

Such locations of the CRTAs where Applicants can submit the ASBA Forms to CRTAs,

a list of which, along with names and contact details of the CRTAs eligible to accept

ASBA Forms are available on the website of the Stock Exchange.

Designated

Stock

The designated stock exchange for the Issue, being BSE Limited.

Exchange

Direct Online Application

An online interface enabling direct applications through UPI by an app based/web

interface, by investors to a public issue of debt securities with an online payment

facility.

Draft Prospectus

The Draft Prospectus dated December 18, 2023 to be filed with the Designated Stock

Exchange for receiving public comments and with, SEBI in accordance with the

provisions of the Companies Act, 2013 and the SEBI NCS Regulations.

Interest / Coupon Payment

As specified in the Prospectus.

Date

Issue

Public issue by the Issuer of secured redeemable non-convertible debentures of face

value of 1,000 each for an amount up to ₹ 1,250 million ("Base Issue Size") with a

green shoe option of up to 1,250 million, cumulatively aggregating up to 2,500 million

("Issue Limit"). The NCDs will be issued up to the Issue Limit, on terms and conditions

as set out in the Prospectus, which should be read together with this Draft Prospectus

(collectively the "Offer Documents").

Issue Agreement

The Issue Agreement dated December 12, 2023, entered between the Issuer and the

Lead Managers.

Issue Closing Date

As specified in the Prospectus.

Issue Opening Date

As specified in the Prospectus.

Issue Period

The period between the Issue Opening Date and the Issue Closing Date inclusive of

both days, during which prospective Applicants can submit their Application Forms.

Lead Managers

Collectively, Trust Investment Advisors Private Limited ("TIAPL") and Nuvama

Wealth Management Limited ("NWML").

Nuvama Wealth Management Limited is deemed to be our associate as per the

Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as

amended ("Merchant Bankers Regulations"). Further, in compliance with the

provisions of Regulation 21A and explanation to Regulation 21A of the Merchant

Bankers Regulations, Nuvama Wealth Management Limited would be involved only in

marketing of the Issue and as per Regulation 25 (3) of SEBI NCS Regulations and shall

not issue a due diligence certificate, in relation to the issue of the NCDs.

Market Lot

1 (One) NCD.

Members of the Syndicate

Members of the Syndicate includes Lead Managers and Syndicate Member(s).

Mobile App(s)

The mobile applications listed on the website of Stock Exchange as may be updated from

time to time, which may be used by RIBs to submit Bids using the UPI Mechanism.

OCB

or

Overseas

A company, partnership, society or other corporate body owned directly or indirectly

Corporate Body

to the extent of at least 60% (sixty percent) by NRIs including overseas trusts, in which

not less than 60% (sixty percent) of beneficial interest is irrevocably held by NRIs

directly or indirectly and which was in existence on October 3, 2003 and immediately

before such date had taken benefits under the general permission granted to OCBs under

the FEMA. OCBs are not permitted to invest in the Issue.

Offer Documents

This Draft Prospectus, the Prospectus and Abridged Prospectus read with any notices,

corrigenda, addenda thereto, the Debenture Trust Deed and other documents, if

applicable, and various other documents/ agreements/ undertakings, entered or to be

entered by the Issuer with Lead Managers, Public Issue Account and Sponsor Bank

Agreement, Consortium Agreement and/or other intermediaries for the purpose of the

Issue including but not limited to the Debenture Trust Deed, the Debenture Trustee

Agreement, the Tripartite Agreements, the Registrar Agreement, the Agreement with

the Lead Managers, Securities Pledge Agreement, executed or to be executed by the

Issuer, as the case may be. For further details see the chapter titled "Material Contracts

and Documents for Inspection" on page 299.

Pledged Securities

Includes (i) eligible securities detailed in the Debenture Trust Deed and Securities

Pledge Agreement; and (ii) any additional security that the Issuer may pledge in favour

of theDebenture Trustee at its sole discretion for securing the Debentures.

Prospectus

The Prospectus that shall be filed by the Issuer with the SEBI, BSE and the RoC in

6

Term

Description

accordance with the provisions of the Companies Act, 2013 and the SEBI NCS

Regulations.

Public Issue Account

A bank account to be opened with the Public Issue Account and Sponsor Bank to

receive money from the ASBA Accounts on the Designated Date

Public Issue

Account

and

Agreement to be entered into amongst the Issuer, the Registrar to the Issue, the Public

Sponsor Bank Agreement

Issue Account Bank, the Refund Bank and the Sponsor Bank and the Lead Managers

for the appointment of the Sponsor Bank in accordance with the SEBI NCS Master

Circular for collection of the Application Amounts from ASBA Accounts and where

applicable, refunds from the amounts collected from the Applicants on the terms and

conditions thereof.

Public Issue Account Bank

As specified in the Prospectus.

Record Date

The record date for payment of interest in connection with the NCDs or repayment of

principal in connection therewith shall be 15 (fifteen) days or such other day prior to

the date on which interest is due and payable, and/or the date of redemption or such

other date under the Prospectus as may be determined by the Issuer in accordance with

the applicable law. Provided that trading in the NCDs shall remain suspended between

the aforementioned Record Date in connection with redemption of NCDs and the date

of redemption or as prescribed by the Stock Exchange, as the case may be.

In case Record Date falls on a day when Stock Exchange are having a trading holiday,

the immediate subsequent trading day will be deemed as the Record Date.

Recovery Expense Fund

An amount which has been deposited by the Issuer with the Designated Stock

Exchange, equal to 0.01% of the issue size, subject to a maximum of deposit of

₹25,00,000 at the time of making the application for listing of NCDs.

Redemption Amount

As specified in the Prospectus.

"Redemption

Date"

or

The date on which the Issuer is liable to redeem the NCDs in full.

"Maturity Date"

Refund Account

Account to be opened with the Refund Bank from which refunds, if any, of the whole

or any part of the Application Amount.

Refund Bank

As specified in the Prospectus.

Register of NCD holders

The register of NCD holders maintained by the Depositories in case of NCDs held in

dematerialized form, and/or the register of NCD holders maintained by the Registrar.

Registrar Agreement

Agreement dated December 12, 2023, entered into between the Issuer and the Registrar

under the terms of which the Registrar has agreed to act as the Registrar to the Issue.

Registered Brokers

Stock brokers registered with SEBI under the Securities and Exchange Board of India

(Stock Brokers) Regulation, 1992 and the stock exchanges having nationwide

terminals, other than the Members of the Syndicate and eligible to procure Applications

from Applicants.

Registrar to the Issue or

KFIN Technologies Limited (formerly known as Kfin Technologies Private Limited)

Registrar

Resident Individual

An individual who is a person resident in India as defined in the FEMA.

"Registrar

and

Share

Registrar and share transfer agents registered with SEBI and eligible to procure

Transfer

Agents"

or

Application in the Issue.

"RTAs"

Security

The principal amount of the NCDs to be issued in terms of the Prospectus and this Draft

Prospectus together with all interest due and payable on the NCDs, thereof shall be

secured by way of an exclusive and/or pari passu charge in favor of the Debenture

Trustee on the assets of the entities permissible under applicable law and/or the Issuer

including loans and advances, receivables, investments, stock in trade, current & other

assets and/or immovable property / fixed assets held by the entities permissible under

applicable law and/or the Issuer, created in favour of the Debenture Trustee, and/or over

the Pledged Securities in favour of the Debenture Trustee for the benefit of the

Debenture holders, except those specifically and exclusively charged in favour of

certain existing charge holders as specifically set out in and fully described in the

Debenture Trust Deed and/or Securities Pledge Agreement, such that a security cover

of atleast 100% of the outstanding principal amounts of the NCDs and interest thereon

is maintained at all time until the Maturity Date. We undertake that the assets on which

the charge is proposed to be created are free from any encumbrances. For further details

on date of creation of security/likely date of creation of security, minimum security

cover etc., please refer to the "Terms of the Issue - Security" on page 239.

"Self-Certified Syndicate

The banks registered with SEBI, offering services in relation to ASBA, a list of which

Banks" or "SCSBs"

7

Term

Description

is available on the website of SEBI at:

http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes

and updated from time to time and at such other websites as may be prescribed by SEBI

from time to time.

Series/Option

Collectively the Series of NCDs being offered to the Applicants as stated in the section

titled "Issue Related Information" beginning on page 232.

"Specified

Cities"

or

Bidding centres where the Members of the Syndicate shall accept Application Forms

"Specified Locations"

from Applicants, a list of which is available on the website of the SEBI

athttps://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes

and updated from time to time and at such other websites as may be prescribed by SEBI

from time to time.

Securities

Pledge

The pledge agreement to be entered inter alia between the Debenture Trustee, the

Agreement

Issuer, and pledgor which shall be executed in relation to the NCDs within the time

limit prescribed by applicable statutory and/or regulatory requirements for creation of

security, in favour of the Debenture Trustee for the NCD Holders to ensure 100%

security cover for the NCDs and the interest due thereon issued pursuant to the Issue.

Sponsor Bank

A Banker to the Issue, registered with SEBI, which is appointed by the Issuer to act as

a conduit between the Stock Exchanges and NPCI in order to push the mandate collect

requests and / or payment instructions of the retail individual investors into the UPI for

retail individual investors applying through the app/web interface of the Stock

Exchange(s) with a facility to block funds through UPI Mechanism for application

value upto ₹ 500,000 and carry out any other responsibilities in terms of the UPI

Mechanism Circular and as specified in this Draft Prospectus.

Stock Exchange

BSE

Syndicate ASBA

Applications through the Syndicate or the Designated Intermediaries.

Syndicate

ASBA

ASBA Applications through the Lead Managers, Consortium Members, the Trading

Application Locations

Members of the Stock Exchange or the Designated Intermediaries.

Syndicate Bidding Centres

Syndicate Bidding Centres established for acceptance of Application Forms.

Syndicate SCSB Branches

In relation to ASBA Applications submitted to a Member of the Syndicate, such

branches of the SCSBs at the Syndicate ASBA Application Locations named by the

SCSBs to receive deposits of the Application Forms from the members of the Syndicate,

and

a

list

of

which

is

available

on

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised

Intermediaries

or at

such other website as may be prescribed by SEBI from time to time.

Tenor

The tenor of the NCDs as specified in the Prospectus.

Trading Members

Intermediaries registered with a Consortium Member or a sub-broker under the SEBI

(Stock Brokers) Regulations, 1992 and/or with the Stock Exchange under the applicable

byelaws, rules, regulations, guidelines, circulars issued by Stock Exchange from time

to time and duly registered with the Stock Exchange for collection and electronic upload

of Application Forms on the electronic application platform provided by Stock

Exchange.

Tripartite Agreements

Tripartite Agreement dated December 17, 2020, entered into between the Issuer, the

Registrar to the Issue and NSDL and Tripartite Agreement dated December 8, 2020

entered into between the Issuer, the Registrar to the Issue and CDSL for offering

demat option to the NCD Holders.

"UPI"

or

"UPI

Unified Payments Interface mechanism in accordance with SEBI NCS Master Circular

Mechanism"

to block funds for application value up to ₹ 500,000 submitted through intermediaries,

namely the Registered Stockbrokers, Consortium Members, Registrar and Transfer

Agent and Depository Participants.

UPI ID

Identification created on the UPI for single-window mobile payment system developed

by the National Payments Corporation of India.

"UPI Mandate Request" or

A request initiated by the Sponsor Bank on the Retail Individual Investor to authorise

"Mandate Request"

blocking of funds in the relevant ASBA Account through the UPI mobile app/web

interface (using UPI Mechanism) equivalent to the bid amount and subsequent debit of

funds in case of allotment.

Wilful Defaulter(s)

As defined under Regulation 2 of the Securities and Exchange Board of India (Issue of

Capital and Disclosure Requirements) Regulations, 2018.

Working Days

All days excluding Sundays or a holiday of commercial banks in Mumbai, except with

reference to Issue Period, where Working Days shall mean all days, excluding

Saturdays, Sundays and bank holidays in Mumbai. Furthermore, for the purpose of post