Letter of Offer
Dated March 29, 2025
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FUSION FINANCE LIMITED
(Formerly, Fusion Micro Finance Limited)
Our Company was originally incorporated as 'Ambience Fincap Private Limited' on September 5, 1994 at New Delhi, India as a private limited company under the Companies Act, 1956, and was granted a certificate of incorporation by Registrar of Companies, Delhi and Haryana at New Delhi ("RoC"). On January 9, 2003, the RBI granted a certificate of registration bearing registration no. B-14.02857 to our Company, for the registration of our Company as a non-deposit accepting non-banking financial company under Section 45IA of the Reserve Bank of India Act, 1934. Subsequently, the name of our Company was changed to 'Fusion Micro Finance Private Limited' and a fresh certificate of incorporation, dated April 19, 2010 was issued by the RoC to describe the business of the Company, post which the RBI granted a certificate of registration dated May 19, 2010 reflecting the change of name. Our Company was granted an 'NBFC - Microfinance Institution' status by the RBI with effect from January 28, 2014 and a modified certificate of registration bearing registration no. B-14.02857 was issued by the RBI to this effect. The name of our Company was further changed to Fusion Micro Finance Limited upon conversion to a public limited company and a fresh certificate of incorporation was issued by the RoC on July 20, 2021, post which a fresh certificate of registration as an NBFC (not accepting public deposits) dated October 1, 2021, was issued by the RBI reflecting the change in name of our Company. Thereafter, in order to provide diverse range of financial products to our clients, the name of our Company was changed to our present name, Fusion Finance Limited and a fresh certificate of incorporation was issued by the RoC on July 9, 2024, post which a fresh certificate of registration as an NBFC (not accepting public deposits) dated August 30, 2024, was issued by the RBI reflecting the change in name of our Company. For details in relation to the change in name of our Company and the address of our registered office, see "General Information" beginning on page 65.
Registered Office: H-1, C Block, Community Centre, Naraina Vihar, New Delhi, 110028, India |
Corporate Office: Plot No. 86, Institutional Sector 32, Gurugram, Haryana 122001, India |
Tel: +91- 011-46646600/ +91-124-6910500| Contact Person: Deepak Madaan, Company Secretary and Chief Compliance
Officer |
E-mail: investor.relations@fusionfin.com | Website: www.fusionfin.com |
Corporate Identity Number: L65100DL1994PLC061287
PROMOTERS OF OUR COMPANY: DEVESH SACHDEV, CREATION INVESTMENTS FUSION, LLC,
CREATION INVESTMENTS FUSION II, LLC, AND HONEY ROSE INVESTMENT LTD
FOR PRIVATE CIRCULATION TO ELIGIBLE EQUITY SHAREHOLDERS OF FUSION FINANCE LIMITED
(FORMERLY, FUSION MICRO FINANCE LIMITED) (THE "COMPANY" OR THE "ISSUER") ONLY
ISSUE OF UP TO 6,10,58,392 PARTLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹10 EACH OF OUR COMPANY (THE "RIGHTS EQUITY SHARES") FOR CASH AT A PRICE OF ₹131 PER RIGHTS EQUITY SHARE (INCLUDING A PREMIUM OF ₹121 PER RIGHTS EQUITY SHARE) ("ISSUE PRICE") AGGREGATING UP TO ₹799.86 CRORE* ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF FIFTY FIVE RIGHTS EQUITY SHARE FOR EVERY NINETY ONE FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON APRIL 4, 2025 ("RECORD DATE") (THE "ISSUE"). FOR FURTHER DETAILS, SEE "TERMS OF THE ISSUE" BEGINNING ON PAGE 253.
*Assuming full subscription in the Issue, Allotment and receipt of all Call Monies with respect to the Rights Equity Shares. Subject to finalisation of Basis of Allotment. For further details on Payment Schedule, see "Terms of the Issue - Payment Terms" beginning on page 274.
PAYMENT SCHEDULE FOR THE RIGHTS EQUITY SHARES
Due Date | Amount payable per Rights Equity Share** | ||||
Face Value (₹) | Premium (₹) | Total (₹) | |||
On Application | 5.00 | 60.50 | 65.50 | ||
One or more subsequent Call(s), with | 5.00 | 60.50 | 65.50 | ||
terms and conditions such as the | |||||
number of Calls and the timing and | |||||
quantum of each Call as may be | |||||
decided by our Board/ Rights Issue | |||||
Committee from time to time to be | |||||
completed on or prior to March 31, | |||||
2027, or such other extended | |||||
timelines | |||||
Total (₹) | 10.00 | 121.00 | 131.00 |
*For further details on Payment Schedule, see "Terms of the Issue - Payment Terms" on page 274.
WILFUL DEFAULTERS OR FRAUDULENT BORROWERS
Neither our Company nor our Promoters or any of our Directors have been or are identified as Wilful Defaulters or Fraudulent Borrowers.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The securities being offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Specific attention of investors is invited to the section "Risk Factors" beginning on page 22.
COMPANY'S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The existing Equity Shares of our Company are listed on BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE", and together with BSE, the "Stock Exchanges"). Our Company has received "in-principle" approvals from NSE and BSE for listing the Rights Equity Shares through their letters dated January 23, 2025, and January 2, 2025, respectively. Our Company will also make applications to NSE and BSE to obtain trading approvals for the Rights Entitlements as required under the SEBI ICDR Master Circular (as defined hereinafter). For the purposes of the Issue, the Designated Stock Exchange is BSE.
LEAD MANAGER TO THE ISSUE | REGISTRAR TO THE ISSUE |
IIFL Capital Services Limited (Formerly known as IIFL | MUFG Intime India Private Limited (formerly Link Intime |
Securities Limited) | India Private Limited) |
24th Floor, One Lodha Place | C-101, 1st Floor, 247 Park |
Senapati Bapat Marg, Lower Parel (West) | LBS Marg, Vikhroli (West) |
Mumbai 400 013 | Mumbai 400 083 |
Maharashtra, India | Maharashtra, India |
Tel: +91 22 4646 4728 | Tel: +91 81081 14949 |
E-mail: fusion.rights@iiflcap.com | E-mail: fusionfinance.rights@linkintime.co.in |
Website: www.iiflcap.com | Website: www.in.mpms.mufg.com |
Investor grievance ID: ig.ib@iiflcap.com | Investor grievance ID: fusionfinance.rights@linkintime.co.in |
Contact person: Nishita Mody / Dhruv Bhagwat | Contact person: Shanti Gopalkrishnan |
SEBI Registration No.: INM000010940 | SEBI Registration No.: INR000004058 |
ISSUE PROGRAMME
ISSUE OPENS ON | LAST DATE FOR ON MARKET | ISSUE CLOSES ON** |
RENUNCIATION* | ||
TUESDAY, APRIL 15, 2025 | MONDAY, APRIL 21, 2025 | FRIDAY, APRIL 25, 2025 |
- Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat accounts of the Renouncees on or prior to the Issue Closing Date.
- Our Board or the Rights Issue Committee will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.
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TABLE OF CONTENTS | |
SECTION I - GENERAL | 1 |
DEFINITIONS AND ABBREVIATIONS | 1 |
NOTICE TO INVESTORS | 12 |
PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION | 15 |
FORWARD LOOKING STATEMENTS | 17 |
SUMMARY OF THIS LETTER OF OFFER | 19 |
SECTION II: RISK FACTORS | 22 |
SECTION III: INTRODUCTION | 63 |
THE ISSUE | 63 |
GENERAL INFORMATION | 65 |
CAPITAL STRUCTURE | 70 |
OBJECTS OF THE ISSUE | 74 |
STATEMENT OF SPECIAL TAX BENEFITS | 78 |
SECTION IV: ABOUT OUR COMPANY | 84 |
INDUSTRY OVERVIEW | 84 |
OUR BUSINESS | 89 |
OUR MANAGEMENT | 112 |
SECTION V: FINANCIAL INFORMATION | 116 |
FINANCIAL STATEMENTS | 116 |
OTHER FINANCIAL INFORMATION | 212 |
ACCOUNTING RATIOS | 213 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF | |
OPERATIONS | 215 |
SECTION VI: LEGAL AND OTHER INFORMATION | 241 |
OUTSTANDING LITIGATION AND DEFAULTS | 241 |
GOVERNMENT AND OTHER APPROVALS | 244 |
MATERIAL DEVELOPMENTS | 245 |
OTHER REGULATORY AND STATUTORY DISCLOSURES | 246 |
SECTION VII: ISSUE INFORMATION | 253 |
TERMS OF THE ISSUE | 253 |
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES | 279 |
RESTRICTIONS ON PURCHASES AND RESALES | 280 |
SECTION VIII: OTHER INFORMATION | 289 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 289 |
DECLARATION | 291 |
SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates, or implies or unless otherwise specified, shall have the meaning as provided below.
References to any legislation, act, regulation, rule, guideline, clarification or policy shall be to such legislation, act, regulation, rule, guideline or policy as amended, supplemented or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the SEBI ICDR Regulations, the SEBI Listing Regulations, the Companies Act, the SCRA, the Depositories Act, and the rules and regulations made thereunder.
The following list of capitalised terms used in this Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive. However, terms used in the sections entitled "Summary of this Letter of Offer", "Risk Factors", "Financial Statements", "Our Business", "Statement of Special Tax Benefits", "Outstanding Litigations and Defaults", "Terms of the Issue" on pages 19, 22, 116, 89, 78, 241and 253 respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections/ chapters.
General Terms
Term | Description |
"Company", "our Company", "the | Fusion Finance Limited (Formerly, Fusion Micro Finance Limited), a public limited company, |
Company", "the Issuer" or "we", | incorporated under the Companies Act, 1956, and having its registered office at H-1, C Block, |
"our" or "us" | Community Centre, Naraina Vihar, New Delhi, 110028, India, and corporate office at Plot No. 86, |
Institutional Sector 32, Gurugram, Haryana 122001, India. | |
Company Related Terms
Term | Description |
"Articles of Association" or "Articles" | Articles of association of our Company, as amended from time to time |
Audited Financial Statements FY 24 | The audited financial statements of our Company for the Financial Year 2024, comprising of the |
Balance Sheet as at March 31, 2024, and the Statement of Profit and Loss (including Other | |
Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for | |
the year ended on that date, and notes to the financial statements, including a summary of material | |
accounting policies and other explanatory information, which have been prepared in accordance | |
with the with the accounting principles generally accepted in India, including Indian Accounting | |
Standards (Ind AS) specified under Section 133 of the Companies Act. | |
Audit Committee | Audit committee of our Board of Directors |
"Auditors" or "Statutory Auditors" | The statutory auditors of our Company, being M/s Deloitte Haskins & Sells, Chartered Accountants |
"Board of Directors" or "Board" or | The board of directors of our Company. For details, see "Our Management - Board of Directors" |
"our Board" | on page 112 |
"Chief Executive Officer" or "CEO" | The chief executive officer of our Company, Sanjay Garyali. For details, see "Our Management - |
Board of Directors" on page 112 | |
"Chief Financial Officer" or "CFO" | The chief financial officer of our Company, Gaurav Maheshwari. For details, see "Our Management |
- Details of Key Managerial Personnel and Senior Management" on page 114 | |
Company Secretary and Chief | The company secretary and chief compliance officer of our Company, Deepak Madaan. For details, |
Compliance Officer | see "Our Management - Details of Key Managerial Personnel and Senior Management" on page |
114 | |
Corporate Office | The corporate office of our Company located at Plot No. 86, Institutional Sector 32, Gurugram, |
Haryana 122001, India | |
Directors | The directors on our Board, as may be appointed from time to time. For details, see "Our |
Management - Board of Directors" on page 112 | |
Equity Shares | Equity shares of our Company of face value of ₹10 each |
ESOP 2016 | Fusion Employee Stock Option Plan 2016 |
1 |
Term | Description | |||
ESOP 2023 | Fusion Employee Stock Option Plan 2023 | |||
Honey Rose | Honey Rose Investment Ltd | |||
Independent Director(s) | The non-executive, independent Directors of our Company, appointed as per the Companies Act, | |||
2013 and the SEBI Listing. For details of our Independent Directors, see "Our Management - Board | ||||
of Directors" on page 112 | ||||
Independent Chartered Accountant | M G A & Associates, Chartered Accountants | |||
Key Managerial Personnel | Key managerial personnel of our Company determined in accordance with Regulation 2(1)(bb) of | |||
the SEBI ICDR Regulations, and as disclosed in "Our Management - Details of Key Managerial | ||||
Personnel and Senior Management" on page 114 | ||||
"Managing Director" or "MD" | The managing director of our Company, Devesh Sachdev. For details, see "Our Management - | |||
Board of Directors" on page 112 | ||||
Materiality Threshold | An amount equivalent to or in excess of 5% of the average of absolute value of profit or loss after | |||
tax, as per the last three audited financial statements of our Company, which is determined to be ₹ | ||||
15.24 crore, adopted by the Rights Issue Committee through its resolution dated December 5, 2024, | ||||
in conformity with the 'Policy on Determination of Materiality of Disclosures' framed in accordance | ||||
with Regulation 30 of the SEBI Listing Regulations and adopted by our Board and above which all | ||||
outstanding civil and tax proceedings involving our Company have been disclosed in the section | ||||
"Outstanding Litigation and Defaults" beginning on page 241. | ||||
"Memorandum | of | Association" or | Memorandum of association of our Company, as amended from time to time | |
"Memorandum" | ||||
"Nomination | and | Remuneration | Nomination and remuneration committee of our Board of Directors | |
Committee" | ||||
Promoter(s) | The promoters of our Company being, Devesh Sachdev, Creation Investments Fusion, LLC, | |||
Creation Investments Fusion II, LLC and Honey Rose Investment Ltd. | ||||
Promoter Group | Unless the context requires otherwise, the promoter group of our Company as determined in | |||
accordance with Regulation 2(1)(pp) of the SEBI ICDR Regulations | ||||
Registered Office | The registered office of our Company located at H-1, C Block, Community Centre, Naraina Vihar, | |||
New Delhi, 110028, India | ||||
Rights Issue Committee | Rights issue committee of our Board of Directors | |||
Senior Management | Senior management personnel of our Company determined in accordance with Regulation | |||
2(1)(bbbb) of the SEBI ICDR Regulations, and as disclosed in "Our Management - Details of Key | ||||
Managerial Personnel and Senior Management" on page 114. | ||||
Stakeholders' | Relationship | Stakeholders' relationship committee of our Board of Directors | ||
Committee | ||||
Statement of Unaudited Financial | Statement of Unaudited Financial Results of our Company for the quarter and nine months ended | |||
Results 9M 25 containing Qualified | December 31, 2024, which have been prepared in accordance with the recognition and | |||
Review Report | measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial | |||
Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with | ||||
relevant rules issued thereunder and other accounting principles generally accepted in India and in | ||||
compliance with Regulation 33 of the SEBI Listing Regulations. | ||||
Statement of Unaudited Financial Results of our Company for the quarter ended and nine months | ||||
ended December 31, 2024 were reviewed by the Statutory Auditor in accordance with the Standard | ||||
on Review Engagements (SRE) 2410 'Review of Interim Financial Information Performed by the | ||||
Independent Auditor of the Entity', issued by the Institute of Chartered Accountants of India, and | ||||
pursuant to which the Statutory Auditors have issued a qualified review report dated February 12, | ||||
2025. | ||||
Unaudited | Special | Purpose | The unaudited special purpose condensed interim financial statements of the Company as at and for | |
Condensed | Interim | Financial | the nine months ended December 31, 2024 comprising of unaudited special purpose condensed | |
Statements containing | Qualified | interim balance sheet of the Company as at December 31, 2024, and the unaudited special purpose | ||
Review Report | condensed interim statement of profit and loss (including the other comprehensive income), the | |||
unaudited special purpose condensed interim statement of cash flows and unaudited special purpose | ||||
condensed interim statement of changes in equity as at and for the nine month period ended | ||||
2 |
Term | Description |
December 31, 2024, and other explanatory notes thereon, prepared on an accrual and going concern basis in accordance with the principles laid down in Indian Accounting Standard 34, "Interim Financial Reporting" prescribed under Section 133 of the Companies Act and other accounting principles generally accepted in India, together with its qualified review report dated March 13, 2025, issued by the Statutory Auditors.
Issue Related Terms
Term | Description |
"Abridged Letter of Offer" or | The abridged letter of offer to be sent to the Eligible Equity Shareholders with respect to the Issue |
"ALOF" | in accordance with the provisions of the SEBI ICDR Regulations and the Companies Act |
Additional Rights Equity Shares | The Rights Equity Shares applied for or allotted under this Issue in addition to the Rights Entitlement |
"Allotment" or "Allot" or "Allotted" | Allotment of Rights Equity Shares pursuant to the Issue |
Allotment Account | The account opened with the Banker to the Issue, into which the amounts blocked by Application |
Supported by Blocked Amount in the ASBA Account, with respect to successful Applicants will be | |
transferred on the Transfer Date in accordance with Section 40(3) of the Companies Act, 2013 | |
Allotment Account Bank | Bank which is a clearing member and registered with SEBI as banker to an issue and with whom |
the Allotment Account has been opened, in this case being, Axis Bank Limited | |
Allotment Advice | The note or advice or intimation of Allotment sent to each successful Applicant who has been or is |
to be Allotted the Rights Equity Shares pursuant to the Issue after approval of the Basis of Allotment | |
by the Designated Stock Exchange | |
Allotment Date | Date on which the Allotment is made pursuant to the Issue |
Allottee(s) | Person(s) to whom the Rights Equity Shares are Allotted pursuant to the Issue |
"Applicant(s)" or "Investor(s)" | Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to make an application for the |
Rights Equity Shares pursuant to the Issue in terms of this Letter of Offer | |
Application | Application made through submission of the Application Form or plain paper application to the |
Designated Branch(es) of the SCSBs or online/ electronic application through the website of the | |
SCSBs (if made available by such SCSBs) under the ASBA process, to subscribe to the Rights | |
Equity Shares at the Issue Price | |
Application Form | Unless the context otherwise requires, an application form (including online application form |
available for submission of application through the website of the SCSBs (if made available by such | |
SCSBs) under the ASBA process) used by an Applicant to make an application for the Allotment of | |
Rights Equity Shares in the Issue | |
Application Money | Aggregate amount payable in respect of the Rights Equity Shares applied for in the Issue at the Issue |
Price, constituting 50% of the Issue Price | |
"Application Supported by Blocked | Application (whether physical or electronic) used by Applicant(s) to make an application authorizing |
Amount" or "ASBA" | the SCSB to block the Application Money in a specified bank account maintained with the SCSB |
ASBA Account | An account maintained with SCSBs and as specified in the Application Form or plain paper |
Application, as the case may be, by the Applicant for blocking the amount mentioned in the | |
Application Form or in the plain paper Application | |
ASBA Circulars | Collectively, SEBI circular pertaining to Applications Supported by Blocked Amount (ASBA) |
facility for right issues, as subsumed under the SEBI ICDR Master Circular (to the extent it pertains | |
to the rights issue process), and any other circular issued by SEBI in this regard and any subsequent | |
circulars or notifications issued by SEBI in this regard | |
Banker to the Issue | Collectively, Allotment Account Bank and the Refund Bank |
Banker to the Issue Agreement | Agreement dated March 29, 2025 entered into by and among our Company, the Registrar to the |
Issue, the Lead Manager and the Banker to the Issue for among other things, collection of the | |
Application Money from Applicants/Investors and transfer of funds to the Allotment Account, and | |
where applicable, refunds of the amounts collected from Applicants, on the terms and conditions | |
thereof | |
3 |
Term | Description | ||
Basis of Allotment | The basis on which the Rights Equity Shares will be Allotted to successful applicants in consultation | ||
with the Designated Stock Exchange in this Issue, as described in "Terms of the Issue" beginning on | |||
page 253 | |||
Call(s) | Notices to be issued by our Company to the holders of the Rights Equity Shares as on the Call Record | ||
Dates for making payment of the Call Monies | |||
Call Money(ies) | Balance amount payable by the holders of Rights Equity Shares pursuant to the Payment Schedule, | ||
being ₹65.50 per Rights Equity Share, which constitutes 50% of the Issue Price, after payment of | |||
the Application Money, which is payable in one or more subsequent Call(s), with terms and | |||
conditions such as the number of Calls and the timing and quantum of each Call as may be decided | |||
by our Board/ Rights Issue Committee from time to time, to be completed on or prior to March 31, | |||
2027, or such other extended timelines. | |||
For further details on Payment Schedule, see "Terms of the Issue - Payment Terms" beginning on | |||
page 274. | |||
Call Record Date(s) | Record date(s) fixed by our Company for the purpose of determining the names of the holders of | ||
Rights Equity Shares for the purpose of issuing of the Call(s) | |||
"Controlling | Branches" | or | Such branches of the SCSBs which coordinate with the Lead Manager, the Registrar to the Issue and |
"Controlling Branches of the SCSBs" | the Stock Exchanges, a list of which is available on SEBI's website, updated from time to time, or | ||
at such other website(s) as may be prescribed by the SEBI from time to time | |||
Demographic Details | Details of Investors including the Investor's address, PAN, DP ID, Client ID, bank account details | ||
and occupation, where applicable | |||
Depository(ies) | NSDL and CDSL or any other depository registered with SEBI under the Securities and Exchange | ||
Board of India (Depositories and Participants) Regulations, 2018 as amended from time to time read | |||
with the Depositories Act, 1996 | |||
Designated Branch(es) | Such branches of the SCSBs which shall collect the Applications, used by the ASBA Investors and | ||
a list of which is available on the website of SEBI and/or such other website(s) as may be prescribed | |||
by the SEBI from time to time | |||
Designated Stock Exchange | BSE | ||
Draft Letter of Offer | The draft letter of offer dated December 5, 2024 filed with SEBI in accordance with the SEBI ICDR | ||
Regulations | |||
Eligible Equity Shareholder(s) | Equity Shareholders as on the Record Date. Please note that the investors eligible to participate in | ||
the Issue excludes certain overseas shareholders. For further details, see "Notice to Investors" and | |||
"Restrictions on Purchases and Resales" beginning on pages 12 and 280, respectively | |||
"Equity | Shareholder(s)" | or | Holder(s) of the Equity Shares of our Company |
"Shareholders" | |||
Fraudulent Borrower | Fraudulent Borrower(s) as defined under Regulations 2(1)(lll) of the SEBI ICDR Regulations | ||
"Gross Proceeds" or "Issue Proceeds" | The gross proceeds raised through the Issue | ||
IIFL | IIFL Capital Services Limited (Formerly known as IIFL Securities Limited) | ||
"Issue"/ "Rights Issue" | This issue of up to 6,10,58,392 partly paid-up Equity Shares of face value of ₹10 each of our | ||
Company for cash at a price of ₹131 per Rights Equity Share (including a premium of ₹121 per | |||
Rights Equity Share) aggregating up to ₹ 799.86* crore on a rights basis to the Eligible Equity | |||
Shareholders of our Company in the ratio of fifty five Rights Equity Share for every ninety one fully | |||
paid-up Equity Shares held by the Eligible Equity Shareholders on the Record Date, that is on April | |||
4, 2025. | |||
*Assuming full subscription in the Issue, Allotment and receipt of all Call Monies with respect to the | |||
Rights Equity Shares. Subject to finalization of the Basis of Allotment. For further details on | |||
Payment Schedule, see "Terms of the Issue - Payment Terms" beginning on page 274. | |||
Issue Agreement | Issue agreement dated December 5,2024, entered into between our Company and the Lead Manager, | ||
pursuant to which certain arrangements are agreed to in relation to the Issue | |||
Issue Closing Date | Friday, April 25, 2025 | ||
4 |
Term | Description | |||||
Issue Materials | Collectively, this Letter of Offer, the Abridged Letter of Offer, the Application Form, the Rights | |||||
Entitlement Letter and any other material relating to the Issue | ||||||
Issue Opening Date | Tuesday, April 15, 2025 | |||||
Issue Period | The period between the Issue Opening Date and the Issue Closing Date, inclusive of both days, | |||||
during which Applicants/Investors can submit their Applications, in accordance with the SEBI ICDR | ||||||
Regulations | ||||||
Issue Price | ₹131 per Rights Equity Share | |||||
On Application, Investors will have to pay ₹65.50 (50 % of the Issue Price) per Rights Equity Share. | ||||||
The balance amount (after payment of the Application Money), ₹65.50 (50 % of the Issue Price) per | ||||||
Rights Equity Share, will be payable by the Rights Equity Shareholders in one or more subsequent | ||||||
Call(s), with terms and conditions such as the number of Calls and the timing and quantum of each | ||||||
Call as may be decided by our Board from time to time, to be completed on or prior to March 31, | ||||||
2027, or such other extended timelines, pursuant to the Payment Schedule | ||||||
Issue Size | The issue of 6,10,58, 392 Rights Equity Shares of face value of ₹10 each aggregating up to ₹ 799.86 | |||||
crore* | ||||||
*Assuming full subscription in the Issue, Allotment and receipt of all Call Monies with respect to | ||||||
the Rights Equity Shares. Subject to finalization of the Basis of Allotment. | ||||||
Lead Manager | IIFL Capital Services Limited (Formerly known as IIFL Securities Limited) | |||||
"Letter of Offer" or "LOF" | This letter of offer dated March 29, 2025 filed with the Stock Exchanges after incorporating the | |||||
observations received from the SEBI on the Draft Letter of Offer | ||||||
Listing Agreements | The uniform listing agreements entered into between our Company and the Stock Exchanges in | |||||
terms of the SEBI Listing Regulations | ||||||
Monitoring Agency | CRISIL Ratings Limited | |||||
Monitoring Agency Agreement | Agreement dated March 10, 2025 entered between our Company and the Monitoring Agency in | |||||
relation to monitoring of Gross Proceeds | ||||||
Multiple Application Forms | More than one application form submitted by an Eligible Equity Shareholder/Renouncee in respect | |||||
of the same Rights Entitlement available in their demat account. However, additional applications | ||||||
in relation to Additional Rights Equity Shares with/without using additional Rights Entitlements will | ||||||
not be treated as multiple applications | ||||||
Net Proceeds | Issue Proceeds less the estimated Issue related expenses. For further details, see "Objects of the | |||||
Issue" beginning on page 74. | ||||||
Off Market Renunciation | The renunciation of Rights Entitlements undertaken by the Investor by transferring its Rights | |||||
Entitlements through off market transfer through a depository participant in accordance with the | ||||||
SEBI ICDR Master Circular, circulars issued by the Depositories from time to time and other | ||||||
applicable laws. | ||||||
Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer | ||||||
is completed in such a manner that the Rights Entitlements are credited to the demat account of the | ||||||
Renouncee on or prior to the Issue Closing Date. | ||||||
On Market Renunciation | The renunciation of Rights Entitlements undertaken by the Investor by trading its Rights | |||||
Entitlements over the secondary market platform of the Stock Exchanges through a registered stock | ||||||
broker in accordance with the SEBI ICDR Master Circular, circulars issued by the Stock Exchanges | ||||||
from time to time and other applicable laws, on or before Monday, April 21, 2025 | ||||||
Payment Schedule | The payment schedule in relation to the Issue price of the Rights Equity Shares is as follows: | |||||
Due Date* | Face Value (₹) | Premium (₹) | Total (₹) | |||
On Application | 5.00 | 60.50 | 65.50 | |||
One or more subsequent Call(s), with terms and | 5.00 | 60.50 | 65.50 | |||
conditions such as the number of Calls and the | ||||||
timing and quantum of each Call as may be | ||||||
decided by our Board/ Rights Issue Committee |
5
Term | Description | |||||||||||||||||
from time to time, to be completed on or prior to | ||||||||||||||||||
March 31, 2027, or such other extended timelines. | ||||||||||||||||||
Total (₹) | 10.00 | 121.00 | 131.00 | |||||||||||||||
* | For further details on Payment Schedule, see "Terms of the Issue - Payment Terms" on page | |||||||||||||||||
274. | ||||||||||||||||||
Qualified Institutional Buyers or | Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations | |||||||||||||||||
QIBs | ||||||||||||||||||
Record Date | Designated date for the purpose of determining the Equity Shareholders who would be eligible to | |||||||||||||||||
apply for the Rights Equity Shares in the Issue subject to terms and conditions set out in the Issue | ||||||||||||||||||
Materials, being April 4, 2025. | ||||||||||||||||||
Refund Bank | The Banker to the Issue with whom the refund account has been opened, in this case being Axis | |||||||||||||||||
Bank Limited | ||||||||||||||||||
Registrar Agreement | Agreement dated December 5, 2024, entered into by and between our Company and the Registrar to | |||||||||||||||||
the Issue in relation to the responsibilities and obligations of the Registrar to the Issue pertaining to | ||||||||||||||||||
this Issue | ||||||||||||||||||
"Registrar to the Issue" or "Registrar" | MUFG Intime India Private Limited (formerly Link Intime India Private Limited) | |||||||||||||||||
or "Share Transfer Agent" | ||||||||||||||||||
Renouncee(s) | Person(s) who has/have acquired Rights Entitlements from the Eligible Equity Shareholders on | |||||||||||||||||
renunciation in accordance with the SEBI ICDR Master Circular | ||||||||||||||||||
Renunciation Period | The period during which the Eligible Equity Shareholders can renounce or transfer their Rights | |||||||||||||||||
Entitlements which shall commence from the Issue Opening Date. Such period shall close on | ||||||||||||||||||
Monday, April 21, 2025, in case of On Market Renunciation. Eligible Equity Shareholders are | ||||||||||||||||||
requested to ensure that renunciation through off-market transfer is completed in such a manner that | ||||||||||||||||||
the Rights Entitlements are credited to the demat account of the Renouncee on or prior to the Issue | ||||||||||||||||||
Closing Date | ||||||||||||||||||
Rights Entitlement(s) | Number of Rights Equity Shares that an Eligible Equity Shareholder is entitled to in proportion to | |||||||||||||||||
the number of Equity Shares held by the Eligible Equity Shareholder on the Record Date, in this | ||||||||||||||||||
case being fifty five Rights Equity Share for every ninety one Equity Share of face value of ₹ 10 | ||||||||||||||||||
each held by an Eligible Equity Shareholder on the Record Date | ||||||||||||||||||
Rights Entitlement Letter | Letter including details of Rights Entitlements of the Eligible Equity Shareholders. The Rights | |||||||||||||||||
Entitlements are also accessible on the website of our Company | ||||||||||||||||||
Rights Equity Shares | Equity Shares of our Company to be Allotted pursuant to this Issue, on a partly paid-up basis on | |||||||||||||||||
Allotment | ||||||||||||||||||
Rights Equity Shareholders | Holder of the Rights Equity Shares pursuant to this Issue | |||||||||||||||||
SCSB(s) | Self-certified syndicate banks registered with SEBI, which acts as a banker to the Issue and which | |||||||||||||||||
offers | the | facility | of | ASBA. | A | list | of | all | SCSBs | is | available | at | ||||||
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or such other | ||||||||||||||||||
website as updated from time to time | ||||||||||||||||||
Stock Exchanges | Stock exchanges where the Equity Shares are presently listed i.e. BSE and NSE | |||||||||||||||||
Transfer Date | The date on which the Application Money blocked in the ASBA Account will be transferred to the | |||||||||||||||||
Allotment Account in respect of successful Applications, upon finalization of the Basis of Allotment, | ||||||||||||||||||
in consultation with the Designated Stock Exchange | ||||||||||||||||||
Wilful Defaulter | Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations | |||||||||||||||||
Working Days | In terms of Regulation 2(1)(mmm) of SEBI ICDR Regulations, all days on which commercial banks | |||||||||||||||||
in Mumbai are open for business. Further, in respect of the Issue Period, working day means all | ||||||||||||||||||
days, excluding Saturdays, Sundays and public holidays, on which commercial banks in Mumbai | ||||||||||||||||||
are open for business. Furthermore, in respect of the time period between the Issue Closing Date and | ||||||||||||||||||
the listing of Equity Shares on the Stock Exchanges, working day means all trading days of the Stock | ||||||||||||||||||
Exchanges, excluding Sundays and bank holidays, as per circulars issued by SEBI | ||||||||||||||||||
6
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