Tranche I Prospectus (Debt Offer Document Final filed with ROC)

TABLE OF CONTENTS

SECTION I - GENERAL

2

DEFINITIONS AND ABBREVIATIONS

2

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

PRESENTATION

17

FORWARD LOOKING STATEMENTS

20

SECTION II - INTRODUCTION

22

GENERAL INFORMATION

22

OBJECTS OF THE TRANCHE I ISSUE

34

STATEMENT OF POSSIBLE TAX BENEFITS

38

MATERIAL DEVELOPMENTS

51

OTHER REGULATORY AND STATUTORY DISCLOSURES

52

SECTION III - ISSUE RELATED INFORMATION

127

ISSUE STRUCTURE

127

TERMS OF THE ISSUE

150

ISSUE PROCEDURE

171

SECTION IV - MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

206

DECLARATION

209

ANNEXURE A - RATING, RATIONALE AND PRESS RELEASE

211

ANNEXURE B - DEBENTURE TRUSTEE CONSENT LETTER

212

ANNEXURE C - ILLUSTRATIVE CASHFLOWS

213

Term

Description

the Issuer/ our Company/

IIFL Finance Limited, a company incorporated under the Companies Act, 1956, validly

the Company/ IIFL

existing under Companies Act, 2013 and registered as a non-banking financial company with

the RBI having its Registered Office at IIFL House, Sun Infotech Park, Road No. 16V, Plot

No. B-23, MIDC, Thane Industrial Area, Wagle Estate Thane - 400604, Maharashtra, India.

We/ us/ our

Unless the context otherwise indicates or implies, refers to our Company along with its

Subsidiaries, Joint Ventures and Associates on a consolidated basis.

Promoters

The promoters of our Company, being Nirmal Bhanwarlal Jain and R Venkataraman. For

further details, please see "Our Promoters" on page 252 of the Shelf Prospectus.

Subsidiary

The direct and indirect subsidiaries of our Company, namely: (i) IIFL Home Finance Limited;

(ii) IIFL Samasta Finance Limited; (iii) IIFL Open Fintech Private Limited; and (iv) IIHFL

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

applicable.

Company Related Terms

Term

Description

Articles/ Articles of

Articles of Association of our Company.

Association/ AOA

Asset Liability

Asset Liability Management Committee of our Company was re-constituted by circulation

Management Committee

by the Board of Directors on May 01, 2024, effective from May 21, 2024 in accordance with

or ALCO

applicable laws and as may be further re-constituted from time to time by Board of Directors

of the Company.

Audited Financial

The Audited Financial Statements of the Company comprising of Audited Financial

Statements

Statements for Fiscal 2024, Audited Financial Statements for Fiscal 2023 and Audited

Financial Statements for Fiscal 2022.

Audited Financial

The Audited Consolidated Financial Statements for Fiscal 2024 and Audited Standalone

Statements for Fiscal 2024

Financial Statements for Fiscal 2024.

/ 2024 Audited

Financial Statements

Audited Consolidated

The audited consolidated financial statements for Fiscal 2024 of the Company and its

Financial Statements for

subsidiary comprises the consolidated Balance sheet as at March 31, 2024, the consolidated

Fiscal 2024 / 2024

Statement of Profit and Loss, including Other Comprehensive Income, the consolidated Cash

Audited Consolidated

Flow Statement and the consolidated Statement of Changes in Equity for the year ended

Financial Statements

March 31, 2024, and notes to the consolidated financial statements, including a summary of

material accounting policies and other explanatory information prepared by the Company in

accordance with the accounting principles generally accepted in India, including the Indian

Accounting Standard (Ind AS) specified under section 133 of the Companies Act, 2013 read

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

Audited Standalone

The audited standalone financial statements for Fiscal 2024 of the Company comprises the

Financial Statements for

Balance sheet as at March 31, 2024, the Statement of Profit and Loss, including the Statement

Fiscal 2024 / 2024

of Other Comprehensive Income, the Statement of Cash Flows and the Statement of Changes

Audited Standalone

in Equity for the year ended March 31, 2024, and notes to the standalone financial statements,

2

Term

Description

Financial Statements

including a summary of material accounting policies and other explanatory information

prepared by the Company in accordance with the accounting principles generally accepted in

India, including the Indian Accounting Standard (Ind AS) specified under section 133 of the

Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015,

as amended.

Audited Financial

The Audited Consolidated Financial Statements for Fiscal 2023 and Audited Standalone

Statements for Fiscal 2023

Financial Statements for Fiscal 2023.

/ 2023 Audited

Financial Statements

Audited Consolidated

The audited consolidated financial statements for Fiscal 2023 of the Company and its

Financial Statements for

subsidiary comprises the consolidated Balance sheet as at March 31, 2023, the consolidated

Fiscal 2023 / 2023

Statement of Profit and Loss, including other comprehensive income, the consolidated Cash

Audited Consolidated

Flow Statement and the consolidated Statement of Changes in Equity for the year ended

Financial Statements

March 31, 2023, and notes to the consolidated financial statements, including a summary of

significant accounting policies and other explanatory information prepared by the Company

in accordance with the accounting principles generally accepted in India, including the Indian

Accounting Standard (Ind AS) specified under section 133 of the Companies Act, 2013 read

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

Audited Standalone

The audited standalone financial statements for Fiscal 2023 of the Company comprises the

Financial Statements for

Balance sheet as at March 31, 2023, the Statement of Profit and Loss, including the Statement

Fiscal 2023 / 2023

of Other Comprehensive Income, the Statement of Cash Flows and the Statement of Changes

Audited Standalone

in Equity for the year ended March 31, 2023, and notes to the standalone financial statements,

Financial Statements

including a summary of significant accounting policies and other explanatory information

prepared by the Company in accordance with the accounting principles generally accepted in

India, including the Indian Accounting Standard (Ind AS) specified under section 133 of the

Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015,

as amended.

Audited Financial

The Audited Consolidated Financial Statements for Fiscal 2022 and Audited Standalone

Statements for Fiscal 2022

Financial Statements for Fiscal 2022.

/ 2022 Audited

Financial Statements

Audited Consolidated

The audited consolidated financial statements for Fiscal 2022 of the Company and its

Financial Statements for

subsidiary comprises the consolidated Balance sheet as at March 31, 2022, the consolidated

Fiscal 2022 / 2022

Statement of Profit and Loss, including other comprehensive income, the consolidated Cash

Audited Consolidated

Flow Statement and the consolidated Statement of Changes in Equity for the year ended

Financial Statements

March 31, 2022, and notes to the consolidated financial statements, including a summary of

significant accounting policies and other explanatory information prepared by the Company

in accordance with the accounting principles generally accepted in India, including the Indian

Accounting Standard (Ind AS) specified under section 133 of the Companies Act, 2013 read

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

Audited Standalone

The audited standalone financial statements for Fiscal 2022 of the Company comprises the

Financial Statements for

Balance sheet as at March 31, 2022, the Statement of Profit and Loss, including the Statement

Fiscal 2022 / 2022

of Other Comprehensive Income, the Statement of Cash Flows and the Statement of Changes

Audited Standalone

in Equity for the year ended March 31, 2022, and notes to the standalone financial statements,

Financial Statements

including a summary of significant accounting policies and other explanatory information

prepared by the Company in accordance with the accounting principles generally accepted in

India, including the Indian Accounting Standard (Ind AS) specified under section 133 of the

Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015,

as amended.

Auditors/ Joint Statutory

The current joint statutory auditors of our Company, i.e., Sharp & Tannan Associates,

Auditors/ Current Joint

Chartered Accountants and G.M. Kapadia & Co. Chartered Accountants.

Statutory Auditors

Audit Committee

Audit committee of our Company was re-constituted by the board resolution dated October

23, 2024 in accordance with applicable laws and as may be further re-constituted from time

to time by Board of Directors of the Company.

Board/ Board of Directors/

Board of Directors of our Company or any duly constituted committee thereof.

our Board/ our Board of

Directors/Directors

Corporate Office

The corporate office of our Company is at 802, 8th Floor, Hubtown Solaris, N.S. Phadke

3

Term

Description

Marg, Vijay Nagar, Andheri East, Mumbai - 400 069, Maharashtra, India.

Corporate Social

Corporate Social Responsibility Committee of our Company was re-constituted by

Responsibility Committee

circulation by the Board of Directors on May 01, 2024, effective from May 21, 2024 in

accordance with applicable laws and as may be further re-constituted from time to time by

Board of Directors of the Company.

CRISIL / CRISIL Ratings

CRISIL Ratings Limited

Directors

Directors of our Company

ECL

Expected credit loss, also referred to as impairment loss allowance.

Erstwhile / Previous Joint

Chhajed & Doshi, Chartered Accountants and V Sankar Aiyar & Co. Chartered Accountants.

Statutory Auditors for FY

2022 and 2023

Erstwhile / Previous Joint

Sharp & Tannan Associates, Chartered Accountants and Chhajed & Doshi, Chartered

Statutory Auditors for FY

Accountants.

2024

Equity Shares

Equity shares of the Company of face value of ₹ 2 each.

ESOP(s)

Employee stock options.

Finance Committee

Finance Committee of our Company as last re-constituted by the Board on October 18, 2023

and as may be further re-constituted from time to time by Board of Directors of the Company.

Loan Book / Gross Loan

Principal outstanding of loans provided to customers.

Book / Gross Loans

Gross NPA / GNPA

Gross Loan Book outstanding of the customers which are more than 90 days past due and

other cases basis regulatory guidelines.

Gross NPA % / GNPA %

Gross NPA/Gross Loan Book.

Group Company(ies)

Such companies as identified as our group companies in terms of Regulation 2(1)I of SEBI

NCS Regulations, for the Issue, namely: (i) IIFL Capital Services Limited (formerly known

as IIFL Securities Limited); (ii) 5paisa Capital Limited; (iii) 5paisa P2P Limited; (iv) IIFL

Commodities Limited (formerly India Infoline Commodities Limited); (v) IIFL Facilities

Services Limited; (vi) 360 ONE WAM Limited (formerly IIFL Wealth Management

Limited); (vii) IIFL Management Services Limited; (viii) Livlong Protection & Wellness

Solutions Limited (formerly IIFL Corporate Services Limited); (ix) Livlong Insurance

Brokers Limited (formerly IIFL Insurance Brokers Limited); (x) 360 ONE Asset

Management Limited (formerly known as IIFL Asset Management Limited); (xi) 360 ONE

Prime Limited (formerly IIFL Wealth Prime Limited); (xii) IIFL Capital Asset Management

Limited (Formerly known as IIFL Securities Alternate Asset Management Limited).

H1 2025 Unaudited

Our unaudited consolidated financial results for the quarter ended and half year ended

Consolidated Financial

September 30, 2024, along with the limited review report, prepared in accordance with the

Results / Unaudited

recognition and measurement principles laid down in Indian Accounting Standard 34, Interim

Consolidated Financial

Financial Reporting ('Ind AS 34'), prescribed under section 133 of the Companies Act, 2013,

Results for the quarter and

and other accounting principles generally accepted in India and is in compliance with the

half ended September 30,

presentation and disclosure requirements of Regulation 33 and Regulation 52 of the Listing

2024

Regulations.

H1 2025 Unaudited

H1 2025 Unaudited Consolidated Financial Results and H1 2025 Unaudited Standalone

Financial Results /

Financial Results.

Unaudited Financial

Results for the quarter and

half ended September 30,

2024

H1 2025 Unaudited

Our unaudited standalone financial results for the quarter ended and half year ended

Standalone Financial

September 30, 2024, along with the limited review report, prepared in accordance with the

Results / Unaudited

recognition and measurement principles laid down in Indian Accounting Standard 34, Interim

Standalone Financial

Financial Reporting ('Ind AS 34'), prescribed under section 133 of the Companies Act, 2013,

Results for the quarter and

and other accounting principles generally accepted in India and is in compliance with the

half ended September 30,

presentation and disclosure requirements of Regulation 33 and Regulation 52 of the Listing

2024

Regulations.

ICRA

ICRA Limited

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 Regulation 16(1)(b) of the SEBI Listing Regulations.

IT Strategy Committee

IT Strategy Committee of our Company was re-constituted by the board resolution dated

4

Term

Description

February 12, 2025, in accordance with applicable laws and as may be further re-constituted

from time to time by Board of Directors of the Company.

KMP / Key Managerial

Key managerial personnel of our Company as disclosed in this Tranche I Prospectus and

Personnel

appointed in accordance with Section 203, as defined under Section 2(51) of the Companies

Act, 2013.

MoA/ Memorandum/

Memorandum of association of our Company.

Memorandum of

Association

Nomination and

Nomination and remuneration committee of our Company was re-constituted by circulation

Remuneration Committee

by the Board of Directors on May 01, 2024, effective from May 21, 2024 in accordance with

applicable laws and as may be further re-constituted from time to time by Board of Directors

of the Company.

Net Loan Book

Principal outstanding of Gross Loan Book less impairment loss allowance for Stage 3 loan

assets.

Net NPA / NNPA

Gross NPAs less impairment loss allowance for Stage 3 loan assets.

Net NPA % / NNPA %

Net NPA/Net Loan Book.

Net worth

Shall mean 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, but does not include reserves created out of

revaluation of assets, write-back of depreciation and amalgamation, as per Section 2 of the

Companies Act, 2013.

Preference Shares

Preference shares of the Company.

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.

Q3

2025

Unaudited

Our unaudited consolidated financial results for the quarter ended and nine months ended

Consolidated

Financial

December 31, 2024, along with the limited review report, prepared in accordance with the

Results

/

Unaudited

recognition and measurement principles laid down in Indian Accounting Standard 34, Interim

Consolidated

Financial

Financial Reporting ('Ind AS 34'), prescribed under section 133 of the Companies Act, 2013,

Results for the quarter and

and other accounting principles generally accepted in India and is in compliance with the

nine

months

ended

presentation and disclosure requirements of Regulation 33 and Regulation 52 of the Listing

December 31, 2024

Regulations.

Q3

2025

Unaudited

Q3 2025 Unaudited Consolidated Financial Results and Q3 2025 Unaudited Standalone

Financial

Results

/

Financial Results.

Unaudited

Financial

Results for the quarter and

nine

months

ended

December 31, 2024

Q3

2025

Unaudited

Our unaudited standalone financial results for the quarter ended and nine months ended

Standalone

Financial

December 31, 2024, along with the limited review report, prepared in accordance with the

Results

/

Unaudited

recognition and measurement principles laid down in Indian Accounting Standard 34, Interim

Standalone

Financial

Financial Reporting ('Ind AS 34'), prescribed under section 133 of the Companies Act, 2013,

Results for the quarter and

and other accounting principles generally accepted in India and is in compliance with the

nine

months

ended

presentation and disclosure requirements of Regulation 33 and Regulation 52 of the Listing

December 31, 2024

Regulations.

Registered Office

The registered office of our Company is at IIFL House, Sun Infotech Park, Road No. 16V,

Plot No. B-23, MIDC, Thane Industrial Area, Wagle Estate, Thane 400 604, Maharashtra,

India.

Risk Management

Risk Management Committee of our Company was re-constituted by the board resolution

Committee

dated October 23, 2024 in accordance with applicable laws and as may be further re-

constituted from time to time by Board of Directors of the Company.

RoC/ Registrar of

Registrar of Companies, Maharashtra at Mumbai.

Companies

Shareholders / Equity

The holders of the Equity Shares of the Company from time to time.

Shareholders

Senior Management

Senior Management Personnel of our Company in accordance with definition of Senior

Personnel/ SMP

Management in Regulation 2 (1) (iia) of the SEBI NCS Regulations, as described in "Our

Management" on page 223 of the Shelf Prospectus.

5

Term

Description

Stakeholders'

Stakeholders' relationship committee of our Company was re-constituted by circulation by

Relationship Committee

the Board of Directors on May 01, 2024, effective from May 21, 2024, in accordance with

applicable laws and as may be further re-constituted from time to time by Board of Directors

of the Company.

Total Borrowings

Debt securities plus borrowings other than debt securities plus subordinated liabilities.

Unaudited Financial

H1 2025 Unaudited Financial Results and Q3 2025 Unaudited Financial Results.

Results

Issue Related Terms

Term

Description

Abridged Prospectus

A memorandum accompanying the application form for a public issue containing such salient

features of the Shelf Prospectus and this Tranche I Prospectus as specified by SEBI

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

Allotment Advice

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

Allottees in accordance with the Basis of Allotment of the respective Tranche Issue.

Allotment/ Allot/ Allotted

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

Applicants pursuant to this Tranche I Issue.

Allottee(s)

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

this Tranche I Issue.

Applicant/ Investor/ASBA

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

Applicant

through UPI Mechanism pursuant to the terms of the Shelf Prospectus, this Tranche I

Prospectus, the Abridged Prospectus, and the Application Form for Tranche I Issue.

Application or ASBA

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

Application

the Issue by submission of a valid Application Form and utilization 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 UPI Application Limit which

will be considered as the application for Allotment in terms of the Shelf Prospectus and this

Tranche I Prospectus.

Application Amount or

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

Bid Amount

Tranche I Issue or the amount blocked in the ASBA account

Application Date

The date on which Application is made in the Tranche I Issue Period

Application Form or

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

ASBA Form

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

Application for Allotment of NCDs in terms of the Shelf Prospectus and this Tranche I

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 up to UPI Application

Limit.

Bankers to the Issue

Collectively, Public Issue Account Bank, Refund Bank and Sponsor Bank as specified in this

Tranche I Prospectus.

Base Issue Size / Base

₹ 100 crore

Issue

Basis of Allotment

The basis on which NCDs will be allotted to applicants under Tranche I Issue, and as

specified in "Issue Procedure - Basis of Allotment" on page 201.

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 Consortium, Broker

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

Locations for CDPs.

Broker Centres

Broker centres notified by the Stock Exchanges 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 website of the Stock Exchanges at www.bseindia.com and

6

Term

Description

www.nseindia.com.

BSE

BSE Limited.

Category I

•

Public financial institutions, scheduled commercial banks, Indian multilateral and

(Institutional Investors)

bilateral development financial institutions which are authorised to invest in the NCDs;

•

Provident funds and pension funds each with a minimum corpus of ₹ 25 crore,

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

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

(Non-Institutional

• Statutory bodies/ corporations and societies registered under the applicable laws in India

Investors)

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; and

• 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

Resident Indian individuals or Hindu Undivided Families through the Karta applying for an

(High Net Worth

amount aggregating to above ₹ 10,00,000 across all options of NCDs in this Tranche I Issue.

Individual Investors)

Category IV

Resident Indian individuals or Hindu Undivided Families through the Karta applying for an

(Retail Individual Investors)

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

Tranche I Issue and shall include Retail Individual Investors, who have submitted bid for an

amount not more than UPI Application Limit in any of the bidding options in this Tranche I

Issue (including HUFs applying through their Karta and does not include NRIs) through UPI

Mechanism.

CIBIL

TransUnion CIBIL Limited

Client ID

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

account.

Collecting Depository

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

Participant/ CDP

and who is eligible to procure Applications in this Tranche I Issue, at the Designated CDP

Locations in terms of the SEBI NCS Master Circular.

Collecting Registrar and

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

Share Transfer Agents or

at the Designated RTA Locations.

CRTAs

Consortium Agreement

Consortium Agreement dated March 25, 2025 entered into amongst the Company, Lead

Managers and the Consortium Members.

Consortium Member(s)/

Trust Financial Consultancy Services Private Limited, Trust Securities Services Private

Syndicate Member(s)

Limited, Nuvama Wealth and Investment Limited and IIFL Capital Services Limited

(formerly known as IIFL Securities Limited).

Consortium / Members of

The Lead Managers and the Consortium Members.

the Consortium/ Members

of Syndicate (each

7

Term

Description

individually, a Member of

the Consortium)

Coupon/ Interest Rate

Please see "Issue Structure - Specified Terms of NCDs - Interest and Payment of Interest"

on page 132

Credit Rating Agency(ies)

For the present Issue, the credit rating agencies, being CRISIL and ICRA.

Debenture Holder(s)/

The holders of the NCDs pursuant to this Tranche I Issue whose name appears in the database

NCD Holder(s)

of the relevant Depository and/or the register of NCD Holders (if any) maintained by our

Company if required under applicable law.

Debenture Trust Deed

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

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

and/or regulatory requirements in favour of the Debenture Trustee for the NCD

Holders, terms of which will inter alia govern the powers, authorities and obligations of the

Debenture Trustee, in accordance with applicable law.

Debenture Trustee/

Trustees for the NCD holders in this case being Vardhman Trusteeship Private Limited.

Trustee

Debenture Trustee

Agreement dated November 6, 2024 entered into between the Debenture Trustee and the

Agreement

Company wherein the appointment of the Debenture Trustee to this Tranche I Issue, is agreed

between our Company and the Debenture Trustee.

Deemed Date of

The date on which the Board of Directors or the Finance Committee approves the Allotment

Allotment

of the NCDs for the Tranche I Issue or such date as may be determined by the Board of

Directors thereof and notified to the Designated Stock Exchange. The actual Allotment of

NCDs may take place on a date other than the Deemed Date of Allotment. 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, bank account detail etc.

Depository(ies)

National Securities Depository Limited and /or Central Depository Services (India) Limited.

Designated Branches

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

available on the website of SEBI at https://www.sebi.gov.in or at such other weblink as may

be prescribed by SEBI from time to time.

Designated CDP

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

Locations

along with names and contact details of the Collecting Depository Participants eligible to

accept ASBA Forms are available on the website of the Stock Exchanges at

www.bseindia.com and www.nseindia.com.

Designated Date

The date on which the Registrar to this Tranche I Issue issues instructions for the transfer of

funds blocked by the SCSBs from the ASBA Accounts to the Public Issue Account and/or

the Refund Account, as appropriate, after finalisation of the Basis of Allotment, in terms of

the Shelf Prospectus and this Tranche I Prospectus following which the NCDs will be

Allotted in this Tranche I Issue.

Designated Intermediaries

Collectively, members of the Consortium, Sub-Consortium/agents, Trading Members,

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

Forms from the Applicants in this Tranche I Issue.

In relation to ASBA applicants utilization an SCSB to block the amount in the ASBA

Account, Designated Intermediaries shall mean SCSBs.

In relation to ASBA applicants submitted by Retail Individual Investors where the amount

was blocked upon acceptance of UPI Mandate Request using the UPI Mechanism,

Designated Intermediaries shall mean the CDPs, RTAs, Lead Managers, Members of the

Consortium, Trading Members and Stock Exchanges where applications have been

submitted through the app/web interface as provided in the SEBI NCS Master Circular.

Designated RTA

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

Locations

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

Forms and Application Forms submitted using the UPI Mechanism as a payment option (for

a maximum amount of UPI Application Limit) available on the website of the Stock

Exchanges at www.bseindia.com and www.nseindia.com, updated from time to time.

Designated Stock Exchange

The designated Stock Exchange for this Issue, being NSE.

Direct Online Application

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

8

Term

Description

by investors to a public issue of debt securities with an online payment facility.

Draft Shelf Prospectus

The Draft Shelf Prospectus dated November 13, 2024, filed with the Stock Exchanges for

receiving public comments and with SEBI, in accordance with the provisions of the

Companies Act, 2013 and the SEBI NCS Regulations.

IIFL Capital

IIFL Capital Services Limited (formerly known as IIFL Securities Limited)

Interest Payment Date/

Please see the section titled "Terms of the Issue" on page 150.

Coupon Payment Date

Issue

Public Issue by the Company of up to 2,50,00,000 secured, rated, listed, redeemable, Non-

convertible Debentures of face value ₹ 1,000 each ("NCDs" or "Debentures"), aggregating

up to ₹ 2,500 crore ("Shelf Limit") ("Issue"). The NCDs will be issued in one or more

tranches (each being a "Tranche Issue") up to the Shelf Limit, on terms and conditions as

set out in the Draft Shelf Prospectus, the Shelf Prospectus and relevant Tranche

Prospectus(es). The Issue is being made pursuant to the provisions of the 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 (the "Companies Act, 2013") to the extent notified and the SEBI

NCS Master Circular, as amended from time to time.

Issue Agreement

The Issue Agreement dated November 13, 2024, entered between the Company and, the Lead

Managers to this Tranche I Issue namely Trust Investment Advisors Private Limited,

Nuvama Wealth Management Limited and IIFL Capital Services Limited (formerly known

as IIFL Securities Limited)*.

* IIFL Capital Services Limited (formerly known as IIFL Securities Limited) is deemed to be an

associate of the Issuer 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,

IIFL Capital Services Limited (formerly known as IIFL Securities Limited) would be involved only in

marketing of this Tranche I Issue and as per Regulation 25 (3) of SEBI NCS Regulations shall not issue

a due diligence certificate.

Issue Documents/ Offer

The Draft Shelf Prospectus, the Shelf Prospectus, this Tranche I Prospectus, the Abridged

Documents

Prospectus, the Application Form, and supplemental information, if any, read with any

notices, corrigenda and addenda thereto.

Lead Managers

Trust Investment Advisors Private Limited, Nuvama Wealth Management Limited and IIFL

Capital Services Limited (formerly known as IIFL Securities Limited)*

* IIFL Capital Services Limited (formerly known as IIFL Securities Limited) is deemed to be

an associate of the Issuer 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, IIFL Capital Services Limited (formerly known as IIFL

Securities Limited) would be involved only in marketing of this Tranche I Issue and as per

Regulation 25 (3) of SEBI NCS Regulations shall not issue a due diligence certificate.

Listing Agreement

The uniform listing agreement entered into between our Company and the Stock Exchanges

in connection with the listing of equity shares and debt securities of our Company

Nuvama

Nuvama Wealth Management Limited

Market Lot

1 (One) NCD

Maturity Date/ Redemption

Please see the section titled "Terms of the Issue" on page 150.

Date

Mobile App(s)

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

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

NCDs/ Debentures

Secured, rated, listed, redeemable, non-convertible debentures of face value of ₹ 1,000 each,

for an amount up to ₹ 2,500 crore ("Shelf Limit") offered through the Draft Shelf Prospectus,

the Shelf Prospectus and this Tranche I Prospectus.

NSE

National Stock Exchange of India Limited

OCB or Overseas

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

Corporate Body

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 this Tranche I Issue.

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