EDELWEISS FINANCIAL SERVICES LIMITED Draft Shelf Prospectus
December 12, 2022
EDELWEISS FINANCIAL SERVICES LIMITED
Edelweiss Financial Services Limited (the "Company" or "Issuer") was incorporated at Mumbai on November 21, 1995 as a public limited company with the name 'Edelweiss Capital Limited' under the provisions of the Companies Act, 1956. Thereafter, a certificate of commencement of business was i ssued to our Company by the Registrar Of Companies Maharashtra, at Mumbai, ("RoC"), on January 16, 1996. Subsequently, the name of our Company was changed to 'Edelweiss Financial Services Limited' pursuant to a fresh certificate of incorporation issued by the RoC on August 1, 2011. For more information about our Company, please refe r "General Information" and "History and Main Objects" on pages 52 and 161.
Registered Office: Edelweiss House, Off C.S.T. Road, Kalina, Mumbai 400 098, Maharashtra, India; Tel.: +91 22 4009 4400;
Fax: +91 22 4086 3610; CIN: L99999MH1995PLC094641; PAN: AAACE1461E; Website: www.edelweissfin.com; Email: efslncd@edelweissfin.com Company Secretary and Compliance Officer: Mr. Tarun Khurana; Tel.: +91 22 4009 4400; Email: efslncd@edelweissfin.com
Chief Financial Officer: Ms. Ananya Suneja; Tel: +91 22 4009 4400; Email: efslncd@edelweissfin.com
PUBLIC ISSUE BY THE COMPANY OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ₹ 1,000 EACH ("NCDS" OR "DEBENTURES") FOR AN AMOUNT AGGREGATING UPTO ₹ 10,000 MILLION ("SHELF LIMIT") HEREINAFTER REFERRED TO AS THE "ISSUE". THE NCDs WILL BE ISSUED IN ONE OR MORE TRANCHES, ON TERMS AND CONDITIONS INCLUDING TRANCHE ISSUE SIZE AS SET OUT IN THE RELEVANT TRANCHE PROSPECTUS FOR ANY TRANCHE ISSUE (EACH "TRANCHE ISSUE") WHICH SHOULD BE READ TOGETHER WITH THIS DRAFT SHELF PROSPECTUS AND THE SHELF PROSPECTUS (COLLECTIVELY, THE "OFFER DOCUMENTS"). THE ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON
- CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED (THE "SEBI NCS REGULATIONS"), THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER AS AMENDED TO THE EXTENT NOTIFIED AND THE SEBI OPERATIONAL CIRCULAR. THE ISSUE IS NOT UNDERWRITTEN.
OUR PROMOTERS
- Rashesh Shah; Email: efslncd@edelweissfin.com; Tel: +91 22 4009 4400, (ii) Venkatchalam Ramaswamy; Email: efslncd @edelweissfin.com; Tel: +91 22 4009 4400, (iii) Vidya Shah; Email: efslncd@edelweissfin.com; Tel: +91 22 4009 4400, and (iv) Aparna T.C; Email: efslncd@edelweissfin.com; Tel: +91 22 4009 4400. For details of our Promoters, see "Our Promoter" on page 183.
GENERAL RISKS
For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved. Specific attention of the Investors is invited to the chapters "Risk Factors" and "Material Developments" on pages 18 and 205, before making an investment in such Issue. This Draft Shelf Prospectus has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India ("SEBI"), the Reserve Bank of India ("RBI"), any registrar of companies or any stock exchange in Indian or do they guarantee the accuracy or adequacy of this document.
COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION DATE, REDEMPTION AMOUNT & ELIGIBLE INVESTORS
For details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date, Redemption Amount & Eligible Investors of the NCDs, please refer to the section titled "Issue Related Information" on page 263.
CREDIT RATING
The NCDs proposed to be issued under the Issue have been rated "CRISIL AA-/Negative (pronounced as CRISIL double A minus rating with Negative outlook)" for an amount of ₹ 10,000 million by CRISIL vide their rating letter dated December 02, 2022 with rating rationale dated December 01, 2022 and "ACUITE AA-/ Negative (pronounced as ACUITE double A minus)" for an amount of ₹ 10,000 million by Acuité vide their rating letter dated December 07, 2022 with rating rationale dated December 07, 2022. The ratings given by the Credit Rating Agencies are valid as on the date of this Draft Shelf Prospectus and shall remain valid until the ratings are revised or withdrawn. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating agency has a right to suspend or withdraw the rating at any time on the basis of factors such as new information. These ratings are not a recommendation to buy, sell or hold securities and Investors should take their own decisions. Please refer to Annexure A and Annexure B of this Draft Shelf Prospectus for the rating letter, rationale and press release of the above rating.
LISTING
The NCDs offered through this Draft Shelf Prospectus, the Shelf Prospectus and relevant Tranche Prospectus(es) are proposed to be listed on BSE Limited ("BSE") and BSE shall be the Designated Stock Exchange. Our Company has received an 'in-principle' approval from BSE vide their letter no. [•] dated [•].
PUBLIC COMMENTS
This Draft Shelf Prospectus dated December 12, 2022 has been filed with the BSE, pursuant to the provisions of the SEBI NCS Regulations and will be open for public comments for a period of seven Working Days (i.e., until 5 p.m.) from the date of filing of this Draft Shelf Prospectus with the BSE. All comments on this Draft Shelf Prospectus are to be forwarded to the attention of the Compliance Officer of our Company. Comments may be sent through post, facsimile or e-mail. Please note that all comments by post must be received by our Company by 5:00 p.m. (IST) on the seventh Working Day from the date on which this Draft Shelf Prospectus is hosted on the website of the Stock Exchanges (i.e., until 5 p.m. on [•]). All comments received on this Draft Shelf Prospectus will be suitably addressed prior to filing of the Shelf Prospectus with the RoC.
LEAD MANAGER TO THE ISSUE | REGISTRAR TO THE ISSUE | DEBENTURE TRUSTEE TO THE ISSUE | |||||
Equirus Capital Private Limited | KFIN TECHNOLOGIES LIMITED | Beacon Trusteeship Limited* | |||||
12th Floor, C Wing, | Selenium Tower B, Plot 31-32, Gachibowli, | 4 C&D, Siddhivinayak Chambers, | |||||
Marathon Futurex, N.M. Joshi Marg, | Financial District, Nanakramguda, | Gandhi Nagar, Opp. MIG Cricket Club | |||||
Lower Parel, Mumbai 400 013 | Serilingampally, Hyderabad - 500 032, Telangana | Bandra (East), Mumbai 400 051 | |||||
Tel: +91 22 4332 0736 | Tel: +91 40 6716 2222 | Tel.: +91 22 26558759 | |||||
Fax: +91 (22) 4332 0750 | Fax: +91 40 2343 1551 | Email: compliance@beacontrustee.co.in | |||||
Email: efsl.ncd@equirus.com | Email: efsl2.ncdipo@kfintech.com | Website: www.beacontrustee.co.in | |||||
Website: www.equirus.com | Website: www.kfintech.com | Contact Person: Kaustubh Kulkarni | |||||
Contact person: Malay Shah | Contact Person: M Murali Krishna | ||||||
CREDIT RATING AGENCY | STATUTORY AUDITOR | ||||||
S. R. Batliboi & Co. LLP | |||||||
12th Floor, The Ruby | |||||||
Acuité Ratings & Research Limited | CRISIL Ratings Limited | 29 Senapati Bapat Marg | |||||
Dadar (West), | |||||||
708, Lodha Supremus, | CRISIL House, | ||||||
Mumbai 400 028 | |||||||
Lodha iThink Techno Campus, | Central Avenue, Hiranandani Business Park, | ||||||
Maharashtra, India | |||||||
Kanjurmarg (East), Mumbai 400 042 | Powai, Mumbai 400076 | ||||||
Tel: + 91 22 6819 8000 | |||||||
Tel: + 91 22 4929 4000 | Tel: + 91 22 3342 3000 | ||||||
Email: srbc@srb.in | |||||||
Email: chitra.mohan@acuite.in | Email: crisilratingdesk@crisil.com | ||||||
Contact Person: Shrawan Jalan | |||||||
Website: www.acuite.in | Website:www.crisil.com/ratings | ||||||
Contact Person: Chitra Mohan | Contact Person: Krishna Sitaraman | ||||||
ISSUE PROGRAMME** | |||||||
ISSUE OPENS ON: As specified in relevant Tranche Prospectus | ISSUE CLOSES ON: As specified in relevant Tranche Prospectus |
*Beacon Trusteeship Limited under regulation 8 of SEBI NCS Regulations has by its letter dated December 09, 2022 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Draft Shelf Prospectus, Shelf Prospectus, relevant Tranche Prospectus and in all the subsequent periodical communications sent to the holders of the NCDs issued pursuant to the Issue.
-
The Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. (Indian Standard Time) during the period indicated in the relevant Tranche Prospectus, except that the Issue may close on such earlier date or extended date (subject to a maximum period of 30 days from the date of the relevant Tranche Prospectus) as may be decided by the Board of Directors of our Company or the Debenture Fund Raising Committee, thereof, subject to relevant approvals. In the event of an early closure or extension of the Issue; our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in a daily national newspaper with wide circulation and a regional daily at the place where the registered office of the Company is situated on or before such earlier or extended date of Issue closure. Applications Forms for the Issue will be accepted only from 10:00 a.m. to 5:00 p.m. or such extended time as may be permitted by BSE, on Working Days during the Issue Period. On the Issue Closing Date, Application Forms will be accepted only between 10:00 a.m. to 3:00 p.m. and uploaded until 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5 PM on one Working Day after the Issue Closing Date. For further details please refer to the chapter titled "Issue Related Information" on page 263.
A copy of the Shelf Prospectus and the relevant Tranche Prospectuses shall be filed with the Registrar of Companies, Maharashtra at Mumbai in terms of Section 26 of Companies Act, 2013, along with the endorsed/certified copies of all requisite documents. For further details, please refer to the section titled "Material Contracts and Documents for Inspection" on page 324.
Table of Contents | |
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF | |
PRESENTATION | 13 |
FORWARD LOOKING STATEMENTS | 16 |
SECTION II - RISK FACTORS | 18 |
SECTION III - INTRODUCTION | 52 |
GENERAL INFORMATION | 52 |
CAPITAL STRUCTURE | 60 |
OBJECTS OF THE ISSUE | 69 |
STATEMENT OF POSSIBLE TAX BENEFITS | 72 |
SECTION IV - ABOUT OUR COMPANY | 87 |
INDUSTRY OVERVIEW | 87 |
OUR BUSINESS | 137 |
HISTORY AND MAIN OBJECTS | 161 |
OUR MANAGEMENT | 170 |
OUR PROMOTER | 183 |
RELATED PARTY TRANSACTIONS | 186 |
REGULATIONS AND POLICIES | 187 |
SECTION V - FINANCIAL STATEMENTS | 204 |
FINANCIAL INFORMATION | 204 |
MATERIAL DEVELOPMENTS | 205 |
FINANCIAL INDEBTEDNESS | 206 |
SECTION VI - LEGAL AND OTHER INFORMATION | 215 |
OUTSTANDING LITIGATIONS | 215 |
OTHER REGULATORY AND STATUTORY DISCLOSURES | 247 |
SECTION VII - ISSUE RELATED INFORMATION | 263 |
ISSUE STRUCTURE | 263 |
TERMS OF THE ISSUE | 268 |
ISSUE PROCEDURE | 284 |
SECTION VIII - SUMMARY OF KEY PROVISIONS OF ARTICLES OF ASSOCIATION | 314 |
SECTION IX - MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 324 |
DECLARATION | 327 |
ANNEXURE A - CRISIL RATING, RATING RATIONALE AND PRESS RELEASE | 328 |
ANNEXURE B - ACUITE RATING, RATING RATIONALE AND PRESS RELEASE | 329 |
ANNEXURE C - DEBENTURE TRUSTEE CONSENT LETTER | 330 |
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SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Shelf Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall have the meaning ascribed to such definitions and abbreviations set forth herein. References to any legislation, act, regulation, rules, guidelines, clarifications or policies shall be to such legislation, act, regulation, rules, guidelines, clarifications or policies as amended, supplemented or re-enacted from time to time until the date of this Draft Shelf Prospectus, and any reference to a statutory provision shall include any subordinate legislation notified from time to time pursuant to such provision.
The words and expressions used in this Draft Shelf Prospectus but not defined herein shall have, to the extent applicable, the same meaning ascribed to such words and expressions under the SEBI NCS Regulations, the Companies Act, 2013, the SCRA, the Depositories Act and the rules and regulations notified thereunder.
General Terms
Term | Description |
Associates | Associate would mean associates of our Company 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" | Unless the context otherwise requires, this refers to Edelweiss Financial Services Limited |
together with its Subsidiaries, Associates and Trusts for the relevant financial year/period | |
as applicable. | |
Subsidiaries | Subsidiary would mean subsidiaries of our Company as at and for the relevant financial |
year/period as applicable. | |
For the details of the subsidiaries of our Company, as on September 30, 2022, see | |
"History and Main Objects" on page 161. | |
Trusts | Trust would mean trusts of our Company as at and for the relevant financial year/period |
as applicable. | |
For the details of the trusts of our Company, as on September 30, 2022, see "History and | |
Main Objects" on page 161. | |
Company Related Terms | |
Term | Description |
Articles or Articles of | Articles of Association of our Company |
Association or AOA | |
Audit Committee | Audit committee of the Board of Directors |
Auditors or Statutory | The current statutory auditors of our Company, M/s. S. R. Batliboi & Co. LLP, Chartered |
Auditors | Accountants |
Board or Board of Directors | Board of Directors of our Company 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 Company |
Equity Shares | Equity shares of the Company of face value of ₹ 1 each |
ESOPs | Employee stock options |
H1 Fiscal 2023 | Half year ended September 30, 2022. |
H1 2023 Unaudited | The unaudited consolidated financial information of the Company for the quarter ended |
Consolidated Financial | September 30, 2022 and year to date April 1, 2022 to September 30, 2022 prepared by |
Results | our Company in the manner and format required by the SEBI Listing Regulations |
1 |
Term | Description |
H1 2023 Unaudited | The unaudited standalone financial information of the Company the quarter ended |
Standalone Financial Results | September 30, 2022 and year to date April 1, 2022 to September 30, 2022 prepared by |
our Company in the manner and format required by SEBI Listing Regulations | |
H1 2023 Unaudited | H1 2023 Unaudited Consolidated Financial Results and H1 2023 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 our Company as disclosed in this Draft Shelf Prospectus |
Personnel | and 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 our Company |
or "Memorandum of | |
Association" | |
Nomination and | Nomination and Remuneration Committee of the Board of Directors |
Remuneration Committee | |
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 | |
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." | |
Preference Shares | Preference Shares of the Company having face value of ₹5 each. |
Promoter Group | Includes such persons and entities constituting the promoter group of our Company |
pursuant to Regulation 2 (1) (pp) of the SEBI ICDR Regulations, 2018. | |
Promoters or our Promoter | The promoters of our Company are Rashesh Shah, Venkatchalam 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 | |
Reformatted Financial | Reformatted Consolidated Financial Information and Reformatted Standalone Financial |
Information | Information. |
Reformatted Consolidated | The reformatted consolidated statement of assets and liabilities as at March 31, 2022, |
Financial Information | March 31, 2021 and March 31, 2020 and the reformatted consolidated statement of profit |
and loss for the year ended 2022, 2021 and 2020 and the reformatted consolidated | |
statement of cash flows for the year ended 2022, 2021 and 2020 and the reformatted | |
consolidated statement of changes in equity for the year ended 2022, 2021 and 2020. | |
Our audited consolidated financial statements as at and for the year ended March 31, | |
2022, March 31, 2021 and March 31, 2020 form the basis of such reformatted | |
Consolidated Financial Information. | |
Reformatted Standalone | The reformatted standalone statement of assets and liabilities of our Company as at |
Financial Information | March 31, 2022, March 31, 2021 and March 31, 2020 and the reformatted standalone |
statement of profit and loss for the year ended 2022, 2021 and 2020 and the reformatted | |
standalone statement of cash flows for the year ended 2022, 2021 and 2020 and the | |
reformatted standalone statement of changes in equity for the year ended 2022, 2021 and | |
2 |
Term | Description | |
2020. | ||
Our audited standalone financial statements as at and for the year ended March 31, 2022, | ||
March 31, 2021 and March 31, 2020 form the basis of such reformatted Standalone | ||
Financial Information | ||
Registered Office | The registered office of our Company 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 | |
RoC/ Registrar of Companies | Registrar of Companies, Maharashtra at Mumbai | |
Shareholders | The holders of the Equity Shares from time to time | |
Stakeholders' Relationship | Stakeholders' Relationship Committee as constituted by the Board of Directors | |
Committee | ||
Total Borrowing(s)/ Total | Debt securities plus borrowings (other than debt securities) | |
Debt | ||
Issue Related Terms | ||
Term | Description | |
Abridged Prospectus | A memorandum containing the salient features of the Shelf Prospectus and relevant | |
Tranche Prospectus. | ||
Acknowledgement Slip/ | The slip or document issued by the Designated Intermediary to an Applicant as proof of | |
Transaction Registration | registration of the Application Form. | |
Slip/ TRS | ||
Acuité/ Acuite | Acuité Ratings & Research Limited. | |
Allotment Advice | The communication sent to the Allottees conveying the details of NCDs allotted to the | |
Allottees in accordance with the Basis of Allotment. | ||
"Allotment", "Allot" or | Unless the context otherwise requires, the allotment of NCDs to the successful Applicants | |
Allotted | 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 Shelf Prospectus, Shelf | ||
Prospectus, relevant Tranche Prospectus(es), the Abridged Prospectus and the | ||
Application Form. | ||
"Application" or "ASBA | An application (whether physical or electronic) to subscribe to the NCDs offered pursuant | |
Application" | 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 Shelf Prospectus and | ||
the relevant Tranche 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 Shelf Prospectus and the relevant Tranche | ||
Prospectus(es) | ||
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 | As will be specified in the relevant Tranche Prospectus for each Tranche Issue. | |
Basis of Allotment | The basis on which NCDs will be allotted to applicants under specified in the relevant | |
Tranche Prospectus for each Tranche Issue and which is described in "Issue Procedure - | ||
Basis of Allotment" on page 311. | ||
Bidding Centres | Centres at which the Designated Intermediaries shall accept the Application Forms, i.e., | |
3 |
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Edelweiss Financial Services Ltd. published this content on 12 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 December 2022 08:55:02 UTC.
