Ugro Capital Limited NSE:UGROCAP
UGRO Capital : Prospectus (Debt Offer Document Final filed with ROC)
Source: MarketScreener
Prospectus
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Dated March 26, 2025
UGRO CAPITAL LIMITED
UGRO Capital Limited ("Company" or the "Issuer") was incorporated as 'Chokhani Securities Private Limited' under the Companies Act, 1956 on February 10, 1993 with Registrar of Companies, Maharashtra at Bombay. Our Company was subsequently converted into a public limited company pursuant to the fresh Certificate of Incorporation issued by the Registrar of Companies, Maharashtra at Bombay on July 26, 1994. The name of our Company was subsequently changed from "Chokhani Securities Limited" to "UGRO Capital Limited" and a fresh Certificate of Incorporation was issued by Registrar of Companies, Maharashtra at Mumbai ("RoC") on September 26, 2018. Our Company is also registered with RBI as non-deposit taking Non-Banking Finance Company classified as NBFC-Middle Layer with registration no. 13.00325 dated October 26, 2018 and further our Company has obtained certificate of registration dated January 09, 2024 bearing no. N-13.02475, to commence/carry on the factoring business without accepting public deposits. For further details about our Company, see "General Information" and "History and Certain Corporate Matters" on pages 50 and 147.
Registered and Corporate Office: Equinox Business Park, Tower 3, Fourth Floor, Off BKC, LBS Road, Kurla, Mumbai - 400070, Maharashtra, India; Tel.: +91 22 4182 1600;
CIN: L67120MH1993PLC070739; PAN: AAACC2069E Website:www.ugrocapital.com; Email:[email protected];
Company Secretary & Compliance Officer: Satish Chelladurai Kumar, Tel.: +91 22 4182 1600; Email:[email protected];
Chief Financial Officer: Kishore Kumar Lodha; Tel.: +91 22 4182 1600; Email:[email protected]
PUBLIC ISSUE BY OUR COMPANY OF UPTO 20,00,000 SECURED, RATED, LISTED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ₹ 1,000 EACH ("NCDS") FOR AN AMOUNT UP TO ₹ 10,000 LAKH ("BASE ISSUE SIZE") WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UP TO ₹ 10,000 LAKH ("GREEN SHOE OPTION"), FOR AN AGGREGATE AMOUNT OF UP TO ₹ 20,000 LAKH ("ISSUE SIZE" OR "ISSUE LIMIT") (HEREINAFTER REFERRED TO AS THE "ISSUE") THROUGH THIS PROSPECTUS. THE NCDS WILL BE ISSUED ON TERMS AND CONDITIONS AS SET OUT IN THE DRAFT PROSPECTUS WHICH SHOULD BE READ TOGETHER WITH THIS PROSPECTUS (COLLECTIVELY, THE "OFFER DOCUMENTS"). THIS 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 THE RULES MADE THEREUNDER, EACH AS AMENDED (THE "COMPANIES ACT, 2013") AND THE SEBI MASTER CIRCULAR. THIS ISSUE IS NOT UNDERWRITTEN. | ||
OUR PROMOTER | ||
Our Promoter is Poshika Advisory Services LLP; Tel.: +91 124 4091777; Email:[email protected]. For further details, see "Our Promoter" on page 175. | ||
GENERAL RISKS | ||
Investment in non-convertible securities is risky and investors should not invest any funds in such securities unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the issue including the risks involved in it. Specific attention of investors is invited to statement of risk factors contained under "Risk Factors" and "Material Developments" on page 19 and 214 respectively of this Prospectus. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the NCDs or investor's decision to purchase such securities. This 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"), RoC or any Stock Exchanges in India nor do they guarantee the accuracy or adequacy of this document. | ||
CREDIT RATING | ||
The NCDs proposed to be issued under the Issue have been rated "IND A+/STABLE for r an amount of ₹ 20,000 Lakh by India Ratings & Research Private Limited vide their rating letter dated February 25, 2025, and press release dated December 30,2024. The rating provided by India Ratings & Research Private Limited is valid as on the date of this Prospectus and shall remain valid on date of the Issue and Allotment of NCDs and the listing of the NCDs on Stock Exchanges. Securities with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such securities carry low credit risk. The ratings provided by India Ratings & Research Private Limited may be suspended, withdrawn or revised at any time on the basis of factors such as new information by the assigning rating agency and should be evaluated independently of any other rating. These ratings are not a recommendation to buy, sell or hold securities and Investors should take their own decisions. In case of any change in credit ratings till the listing of NCDs, our Company will inform the investors through public notices/ advertisements in all those newspapers in which pre issue advertisement will be given. For the rationale, rating letters and press release for these ratings, see "Annexure A" of this Prospectus, on page 408. There are no unaccepted ratings and any other ratings other than as specified in this Prospectus. | ||
LISTING | ||
The NCDs offered through this Prospectus are proposed to be listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). NSE shall be the Designated Stock Exchange. Our Company has received an 'In-Principle' approval from BSE vide their letter bearing reference number DCS/BM/PI-BOND/40/24-25, dated March 25, 2025 and NSE vide their letter bearing reference number NSE/LIST/D/2025/0091, dated March 25, 2025 | ||
PUBLIC COMMENTS | ||
The Draft Prospectus dated March 20, 2025 was filed with BSE and NSE, pursuant to Regulation 27(2) of the SEBI NCS Regulations and was kept open for public comments for a period of One Day (i.e., until 5 p.m.) from the date of filing of the Draft Prospectus with the Stock Exchanges. No comments were received on the Draft Prospectus until 5 p.m. March 21, 2025. | ||
COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION DATE, REDEMPTION AMOUNT & ELIGIBLE INVESTORS | ||
For details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date, Redemption Amount, please refer to "Terms of the Issue" on page 242. For details relating to Eligible Investors, please refer to "Issue Structure" on page 218. | ||
LEAD MANAGER TO THE ISSUE | REGISTRAR TO THE ISSUE | |
Tipsons Consultancy Services Private Limited 1st Floor, Sheraton House, Opposite Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad - 380 015, Gujarat, India Tel.: +91 79 66828064 / 66828127 Email:[email protected] Investor Grievance Email:[email protected] Contact person: Ms. Divyani Koshta Website:www.tipsons.com SEBI registration number: INM000011849 | MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) C 101, 247 Park, L B S Marg Vikhroli West, Mumbai - 400 083 Tel.: +91 810 811 4949 Fax: +91 22 49186160 Email:[email protected] Investor Grievance Email:[email protected] Contact person: Ms. Shanti Gopalkrishnan Website:www.in.mpms.mufg.com SEBI registration number: INR000004058 | |
Credit Rating Agency | Debenture Trustee** | Statutory Auditor |
M/s Sharp & Tannan Associates Chartered Accountants 87, Nariman Bhavan, 227 Nariman Point, Mumbai 400021 Tel.: +91 22 6153 7500, 2202 2224/8857; Email:[email protected], Contact Person: Mr. Tirtharaj Khot | ||
India Ratings and Research Private Limited Wockhardt Towers, 4th Floor, West Wing, Bandra Kurla Complex, Bandra (E) Mumbai - 400 051, Maharashtra, India Tel: +91 22 40001700 Fax: +91 22 40001701 Email:[email protected] | MITCON Credentia Trusteeship Services Limited Registered Address: Kubera Chambers, 1st Floor, Shivajinagar, Pune 411005, Maharashtra, India |
Website:www.indiaratings.co.in Contact Person: Mr. Karan Gupta
SEBI Registration No.: IN/CRA/002/1999
Corporate Address: 1402/03, B-Wing, Dalamal Tower, 14th Floor, Free Press Journal Marg, 211, Nariman Point, Mumbai- 400021, India
Tel.: +91 22828200
Fax: +91 22024553
Email:[email protected] Investor Grievance Email:[email protected] Contact person: Ms Vaishali Urkude Website:www.mitconcredentia.com
SEBI registration number: IND000000596
ISSUE PROGRAMME *
Issue Opens on
Thursday, April 03, 2025
Issue Closes on
Monday, April 21, 2025
* This Issue shall remain open for subscription on Working Days from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) during the period indicated in this Prospectus, except that the Issue may close on such earlier date or extended date (subject to a minimum period of two Working Days and a maximum period of ten Working Days from the date of opening of the Issue) as may be decided by the Board of Directors of the Company or the Investment and Borrowing Committee, subject to compliance with Regulation 33A of the SEBI NCS Regulations. 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 all the newspapers in which pre-issue advertisement for opening of this Issue has been given on or before such earlier or initial date of Issue closure. Application Forms for this Issue will be accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard Time). On the Issue Closing Date, the Application Forms will be accepted only between 10:00 a.m. and 3:00 p.m. (Indian Standard Time) and uploaded until 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchanges. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 p.m. (Indian Standard Time) on one Working Day post the Issue
Closing Date. For further details please refer to "Issue Related Information" on page 218.
** MITCON Credentia Trusteeship Services Limited under Regulation 8 of SEBI NCS Regulations has vide its letter dated March 20, 2025 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Prospectus, and in all the subsequent periodical communications sent to the holders of the NCDs issued pursuant to the Issue.
A copy of this Prospectus has been filed with the Registrar of Companies, Maharashtra at Mumbai in terms of sub-section (4) of Section 26 of Companies Act, 2013, along with the endorsed/certified copies of all requisite documents. For further details, please refer to "Material Contracts and Documents for Inspection" on page 404 and "Issue Related Information" on page 218.
TABLE OF CONTENTS
SECTION I: GENERAL........................................................................................................................................................1
DEFINITIONS AND ABBREVIATIONS.............................................................................................................................1
FORWARD LOOKING STATEMENTS ............................................................................................................................ 13
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF
PRESENTATION ................................................................................................................................................................. 15
SECTION II: RISK FACTORS .......................................................................................................................................... 19
SECTION III: INTRODUCTION ...................................................................................................................................... 50
GENERAL INFORMATION .............................................................................................................................................. 50
CAPITAL STRUCTURE ..................................................................................................................................................... 61
OBJECTS OF THE ISSUE .................................................................................................................................................. 91
STATEMENT OF POSSIBLE TAX BENEFITS ............................................................................................................... 95
SECTION IV: ABOUT THE ISSUER AND INDUSTRY OVERVIEW ........................................................................ 108
INDUSTRY OVERVIEW .................................................................................................................................................. 108
OUR BUSINESS ................................................................................................................................................................. 129
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................................. 147
OUR MANAGEMENT ...................................................................................................................................................... 151
OUR PROMOTER ............................................................................................................................................................. 175
SECTION V: FINANCIAL INFORMATION .................................................................................................................. 179
DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS ................................................................................ 179
MATERIAL DEVELOPMENTS ...................................................................................................................................... 214
RELATED PARTY TRANSACTIONS ............................................................................................................................. 215
SECTION VI: ISSUE RELATED INFORMATION ....................................................................................................... 218
ISSUE STRUCTURE ......................................................................................................................................................... 218
TERMS OF THE ISSUE .................................................................................................................................................... 242
ISSUE PROCEDURE ........................................................................................................................................................ 263
SECTION VII: LEGAL AND OTHER INFORMATION .............................................................................................. 306
OUTSTANDING LITIGATIONS AND DEFAULTS ...................................................................................................... 306
OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................................................... 326
KEY REGULATIONS AND POLICIES .......................................................................................................................... 365
PROVISIONS OF ARTICLES OF ASSOCIATION ....................................................................................................... 383
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................................ 404
DECLARATION ................................................................................................................................................................. 407
ANNEXURE A- RATING, RATIONALE AND PRESS RELEASE .............................................................................. 408
ANNEXURE B- DEBENTURE TRUSTEE CONSENT LETTER ................................................................................ 409
ANNEXURE C- FINANCIAL STATEMENTS ................................................................................................................ 410
ANNEXURE D- ILLUSTRATIVE CASH FLOW .......................................................................................................... 411
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This 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. 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 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 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, the RBI Act and the rules and regulations notified thereunder.
Notwithstanding the foregoing, the terms defined as part of "General Information", "Risk Factors", "Industry Overview", "Key Regulations and Policies", "Statement of Possible Tax Benefits", "Provisions of Articles of Association", "Financial Information" and "Other Regulatory and Statutory Disclosures" on pages 50, 19, 108,
365, 95, 383, 179 and 326, respectively shall have the meaning ascribed to them as part of the aforementioned sections. Terms not defined as part of the sections "Our Business", "Risk Factors", "Industry Overview" and
"Key Regulations and Policies", on pages 129, 19, 108 and 365, respectively, shall have the meaning ascribed to them hereunder.
General Terms
Term | Description |
"Issuer" / "UGRO" / "Company" | Unless the context otherwise indicates or implies, refers to UGRO Capital Limited, a public limited company incorporated in India under the Companies Act, 1956 and validly existing under the Companies Act 2013, having its registered and corporate office at Equinox Business Park, Tower 3, Fourth Floor, Off BKC, LBS Road, Kurla, Mumbai - 400070, Maharashtra, India |
We / us / our | Unless the context otherwise indicates or implies, refers to the Company |
Company related terms:
Term | Description |
Articles / Articles of Association / AoA | Articles of association of our Company |
Asset Committee Liability | Asset Liability Committee as constituted by the Board of Directors of our Company in accordance with applicable laws |
Audit Committee | Audit committee as constituted by the Board of Directors of our Company in accordance with applicable laws |
Audited Statements Financial | Collectively, the audited financial statements of our Company as of and for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 which have been prepared in accordance with the Ind AS, as specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Companies Act, 2013 to the extent applicable, each comprising of the audited balance sheet, audited statement of profit and loss (including other comprehensive income), audited statement of changes in equity and the audited statement of cash flow for the years then ended, and notes to the respective financial statements |
Board Directors / Board of | Board of directors of our Company and includes any committee constituted thereof |
CEO | Chief Executive Officer |
CFO | Chief Financial Officer |
Term
Description
Corporate Responsibility Committee Social
Corporate social responsibility committee of Board of Directors of our Company constituted in accordance with applicable laws
Company Secretary and Compliance Officer
The Company Secretary and Compliance Officer of our Company, namely, Satish Chelladurai Kumar
Compliance Committee
The Compliance Committee of Board of Directors of our Company constituted in accordance with applicable laws
Director(s)
Director(s) of our Company
CSL Employee Stock Option Scheme 2017
The Employee Stock Option Scheme of our Company approved by board of directors on December 31, 2017 and by the shareholders through postal ballot on May 07, 2018 (Results of which were declared on May 09, 2018) and ratified by the shareholders in Extra-ordinary General Meeting held on September 18, 2018 and amended by the shareholders through postal ballot on May 5, 2022 (Results of which were declared on May 6, 2022) and December 1, 2024 (Results of which declared on December 3, 2024)
UGRO Capital Employee Stock Option Scheme 2022
The Employee Stock Option Scheme of our Company approved by board of directors on July 22, 2022, and by the shareholders through postal ballot on September 04, 2022
Equity Shares
Equity shares of our Company
Group Companies
As on the date of this Prospectus, we do not have any identifiable group companies
Independent Directors(s)
Independent director(s) of our Company, as disclosed under "Our Management", on page 151
Investment and Borrowing Committee / IB Committee
The Investment and Borrowing Committee of Board of Directors of our Company, constituted in accordance with applicable laws
IT Strategy Committee
The IT Strategy Committee of Board of Directors of our Company, constituted in accordance with applicable laws
Key Managerial Personnel(s) / KMP(s)
The Key Managerial Personnel(s) of our Company as disclosed under "Our Management", on page 151 and appointed in accordance with Section 203 of the Companies Act, 2013 and defined under regulation 2(1) (sa) of SEBI NCS Regulations and Section 2(51) of the Companies Act, 2013
"Memorandum" "Memorandum Association" / "MoA"
/ of
Memorandum of Association of our Company
Nomination Remuneration Committee/ NRC and
Nomination and Remuneration Committee of Board of Directors of our Company, constituted in accordance with applicable laws
Non-Executive Director(s)
Non-executive director(s) of our Company, as disclosed under "Our Management", on page 151
Previous Auditors Statutory
Please see "Change in Statutory Auditors for preceding three financial years and current financial year as on date of this Prospectus" on page 55
Promoter
The promoter of our Company namely, Poshika Advisory Services LLP
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, as amended
Registered and Corporate Office
Equinox Business Park, Tower 3, Fourth Floor, Off BKC, LBS Road, Kurla, Mumbai - 400070, Maharashtra, India
Registrar of Companies / RoC
Registrar of Companies, Maharashtra at Mumbai
Risk Committee Management
The Risk Management Committee of Board of Directors of our Company, constituted in accordance with applicable laws
Securities Allotment and Transfer Committee
The Securities Allotment and Transfer Committee of Board of Directors of our Company, constituted in accordance with applicable laws
"Senior Management Personnel" or "SMP"
Senior Management of our Company in accordance with Regulation 2(1)(ii)(a) of the SEBI NCS Regulations
Shareholders
Equity Shareholders of our Company from time to time
Statutory Auditor Auditor/
The current statutory auditors of our Company, M/s Sharp & Tannan Associates, Chartered Accountants
Term
Description
Stakeholders'
Relationship Committee
The Stakeholders' Relationship Committee of Board of Directors of our Company, constituted in accordance with applicable laws
Unaudited Results Financial
Our unaudited financial results for the six months ended September 30, 2024 and for the quarter and nine months ended December 31, 2024, along with the limited review report, prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('Ind AS 34'), prescribed under section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 and Regulation 52 of the SEBI LODR Regulations
Issue related terms:
Term | Description |
Abridged Prospectus | The memorandum containing the salient features of this Prospectus |
Acknowledgement Slip | The slip or document issued by the Designated Intermediary to an Applicant as proof of registration of the Application Form |
Allot/ Allotted Allotment / | Unless the context otherwise requires, the issue and allotment of the NCDs pursuant to this Issue to the Allottees |
Allotment Advice | The communication sent to the Allottees conveying details of NCDs allotted to the Allottees in accordance with the Basis of Allotment |
Allottee(s) | The successful Applicant to whom the NCDs are Allotted, either in full or in part in terms of this Issue |
Applicant / Investor / ASBA Applicant | The person who applies for issuance and Allotment of NCDs through ASBA process or through UPI Mechanism pursuant to the terms of the Draft Prospectus, this Prospectus, the Abridged Prospectus and Application Form |
Application/ASBA Application/Application Supported by Blocked Amount/ASBA | An application (whether physical or electronic) to subscribe to the NCDs offered pursuant to the Issue by submission of a valid Application Form and authorized 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 or an Application Amount of up to UPI Application Limit will be blocked upon acceptance of UPI Mandate Request by retail investors which will be considered as the application for Allotment in terms of this Prospectus |
Application Amount | The aggregate value of the NCDs applied for, as indicated in the Application Form for the Issue |
Application ASBA Form Form/ | The form in terms of which the Applicant shall make an offer to subscribe to the NCDs through the ASBA process or through the UPI Mechanism and which will be considered as the Application for Allotment of NCDs in terms of this Prospectus |
ASBA Account | A bank account maintained by an ASBA Bidder with an SCSB, as specified in the ASBA Form submitted by ASBA Applicants for blocking the Bid Amount mentioned in the ASBA Form, 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 |
ASBA Applicant | Any Applicant who applies for NCDs through the ASBA process |
Banker to the Issue | Collectively Public Issue Account Bank, Refund Bank and Sponsor Bank. |
Base Issue Size/ Base Issue | ₹ 10,000 lakh |
Basis of Allotment | The basis on which NCDs will be allotted to applicants as described in "Issue Procedure- Basis of Allotment" on page 263 |
Bidding Centres | Centres at which the Designated Intermediaries shall accept the Application Forms, i.e., Designated Branches of SCSB, Specified Locations for 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 Exchange where Applicants can submit the ASBA Forms (including ASBA Forms under UPI in case of UPI Investors) to a Registered Broker. The details of such Broker Centres, along with the names and |
Term | Description |
contact details of the Registered Brokers are available on the website of the Stock Exchangesat www.bseindia.comand www.nseindia.com | |
BSE | BSE Limited |
Category I Investor - Institutional Investors |
|
Category II Investor - Non- Institutional Investors |
|
Category III Investor-High Net-Worth Individual Investors | Resident Indian individuals or Hindu Undivided Families through the Karta applying for an amount aggregating to above ₹ 10 lakh across all options of NCDs in this Issue |
Category IV Investor-Retail Individual Investors | Resident Indian individuals or Hindu Undivided Families through the Karta applying for an amount aggregating up to and including ₹10 lakh across all options of NCDs in this 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 the Issue (including Hindu Undivided Families applying through their Karta and does not include NRIs) through UPI Mechanism |
Client ID | Client identification number maintained with one of the Depositories in relation to the demat account |
Collecting Depository Participants / CDPs | A depository participant, as defined under the Depositories Act, 1996 and registered with the SEBI Act and who is eligible to procure Applications at the Designated CDP Locations in terms of the SEBI Master Circular |
Collecting Registrar and Share Transfer Agents or CRTAs | Registrar and share transfer agents registered with SEBI and eligible to procure Applications, at the Designated RTA Locations |
Consortium Agreement | Consortium Agreement dated March 26, 2025 entered into amongst the Company, Lead Manager and Consortium Member to the Issue |
Consortium Member | Tipsons Stock Brokers Private Limited |
Term | Description |
Consortium/Members of the Consortium/Members of Syndicate (each individually, a Member of the Consortium) | The Lead Manager and Consortium Member |
Coupon/ Interest Rate | The aggregate rate of interest payable in connection with the NCDs as specified in "Issue Structure" on page 218 |
Credit Rating Agency | India Ratings & Research Private Limited |
Debenture Holder(s) / NCD Holder(s) | The holders of the Secured NCDs pursuant to the Issue whose name appears in the database of the relevant Depository and/or the register of NCD Holders (if any) maintained by our Company if required under applicable law |
Debenture Agreement Trustee | Agreement dated March 20, 2025 entered into between our Company and the Debenture Trustee wherein the appointment of the Debenture Trustee to the Issue, is agreed between our Company and the Debenture Trustee. |
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, including creation of appropriate security, in favour of the Debenture Trustee for the NCD Holders on the assets adequate to ensure at least 110% security cover of the outstanding principal amounts of NCDs and all interest due and payable thereon in respect of the NCDs maintained at all times as security until the Final Settlement Date, issued pursuant to the Issue. The contents of the Debenture Trust Deed shall be as prescribed by SEBI or any other applicable statutory/regulatory body from time to time |
Debenture Trustee Trustee / | Trustee for the NCD holders in this case being MITCON Credentia Trusteeship Services Limited |
Deemed Allotment Date of | The date on which the Investment and Borrowing Committee authorised by the Board approves the Allotment of the NCDs for the Issue or such date as may be determined by the Board of Directors/ or the Investment and Borrowing Committee authorised by the Board 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 an Applicant such as his address, email, bank account details, MICR Code, UPI ID (as applicable), category, PAN etc |
Depositories Act | The Depositories Act 1996 |
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 used by the ASBA Applicants and a list of which is available athttp://www.sebi.gov.in/sebi_data/attachdocs/1365051213899.htmlorhttps://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yesor at such other weblink as may be prescribed by SEBI from time to time |
Designated Locations CDP | Such locations of the CDPs where Applicants can submit the ASBA Forms, a list of which, along with names and contact details of the Collecting Depository Participants eligible to accept ASBA Forms are available on the websites of the Stock Exchanges atwww.bseindia.comandwww.nseindia.com |
Designated Date | The date on which the Registrar to the Issue issues instruction to SCSBs for transfer of funds blocked from the ASBA Account to the Public Issue Account(s) or to the Refund Account, as appropriate, after finalisation of Basis of Allotment, in terms of this Prospectus and the Public Issue Account and Sponsor Bank Agreement |
Designated Intermediaries | The Members of the Consortium, Sub-Consortium/agents, Trading Members, agents, SCSBs, Registered Brokers, CDPs and RTAs, who are authorized to collect Application Forms from the Applicants, in relation to the Issue. In relation to ASBA applicants authorising 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 Manager, |
Term | Description |
Members of the Consortium, Trading Members and Stock Exchanges where applications have been submitted through the app/web interface as provided in the SEBI Master Circular | |
Designated Locations RTA | Such centres of the RTAs where Applicants can submit the Application Forms. The details of such Designated RTA Locations, along with the names and contact details of the RTAs 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) are available on the website of the Stock Exchange atwww.bseindia.comandwww.nseindia.com |
Designated Exchange Stock | The designated stock exchange for the Issue, being National Stock Exchange of India Limited |
Direct Online Application Mechanism | An online interface enabling direct applications through UPI by an app based/web interface, by investors to a public issue of debt securities with an online payment facility |
DP / Participant Depository | A depository participant as defined under the Depositories Act |
Draft Prospectus | The Draft Prospectus dated March 20, 2025, filed by our Company 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 |
Final Settlement Date | The date on which all secured obligations (including all present and future obligations (whether actual or contingent and whether owed jointly or severally or in any capacity whatsoever) of the Company to the NCD Holders or the debenture trustee under the Transaction Documents in respect of the debentures, including without limitation, the making of payment of any coupon, interest, redemption of principal amounts, the default interest, additional interest, liquidated damages, indemnity payments and all costs, charges, expenses and other amounts payable by the company in respect of the debentures) have been irrevocably and unconditionally paid and discharged in full to the satisfaction of the NCD Holders |
Interest/Coupon Payment Date | Please see the section titled "Issue Related Information" on page 218 |
Issue | Public Issue by our Company of up to 20,00,000 secured, rated, listed, redeemable, non-convertible debentures of face value of ₹ 1,000/- Each ("NCDs") for an amount up to ₹ 10,000 Lakh ("Base Issue Size") with an option to retain oversubscription up to ₹ 10,000 Lakh ("Green Shoe Option"), for an aggregate amount of up to ₹ 20,000 Lakh ("Issue Size" or "Issue Limit") |
Issue Agreement | Agreement dated March 20, 2025 entered into by our Company and the Lead Manager |
Issue Closing Date | Monday, April 21, 2025 |
Issue Document | The Draft Prospectus, this Prospectus, the Abridged Prospectus, the Application Form and supplemental information, if any, read with any notices, corrigenda and addenda thereto |
Issue Opening Date | Thursday, April 03, 2025 |
Issue Period | The period between the Issue Opening Date and the Issue Closing Date inclusive of both days, during which prospective Applicants can submit their Application Forms |
Lead Manager | Tipsons Consultancy Services Private Limited |
Listing Agreement | The uniform listing agreement entered into between our Company and the Stock Exchanges in connection with the listing of debt securities of our Company |
Market Lot | 1 (one) NCD |
NCDs / Debentures | Non-convertible debentures of face value of ₹ 1,000 each for an amount up to ₹ 10,000 lakh ("Base Issue Size") with an option to retain oversubscription up to ₹ 10,000 lakh ("Green Shoe Option"), cumulatively aggregating up to 20,00,000 NCDs for an aggregate amount of up to ₹ 20,000 lakh to be issued through this Issue |
NSE | National Stock Exchange of India Limited |
OCB or Overseas Corporate Body | A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% (sixty percent) by NRIs including overseas trusts, in which not less than 60% (sixty percent) of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date had taken benefits under the general permission granted to OCBs under the FEMA. OCBs are not permitted to invest in the Issue |
convertible debentures of face value of ₹ 1,000 each for an amount up to ₹ 10,000 lakh ("Base Issue Size") with an option to retain oversubscription up to ₹ 10,000 lakh
NCDs for an
Term | Description |
Prospectus | The Prospectus dated March 26, 2025 filed with the RoC and submitted with SEBI, NSE and BSE in accordance with the provisions of the Companies Act, 2013 and the SEBI NCS Regulations |
Public Issue Account | Account(s) to be opened with the Banker(s) to the Issue to receive monies from the ASBA Accounts maintained with the SCSBs (including under the UPI mechanism) on the Designated Date |
Public Issue Account and Sponsor Bank Agreement | Agreement dated March 26, 2025 entered into amongst our Company, the Registrar to the Issue, the Public Issue Account Bank, the Refund Bank and Sponsor Bank, and the Lead Manager for the appointment of the Public Issue Account Bank, Refund Bank and Sponsor Bank in accordance with the UPI Mechanism Circular and for collection of the Application Amounts from ASBA Accounts under the UPI mechanism from the Applicants on the terms and conditions thereof and where applicable, refund of the amounts collected from the applicants |
Public Issue Account Bank | HDFC Bank Limited |
Record Date | The record date for payment of interest in connection with the NCDs or repayment of principal in connection therewith shall be 15 (fifteen) days prior to the date on which interest is due and payable, and/or the date of redemption or such other date as may be determined by the Board of Directors or the Management Committee or such other Committee (as may be authorised by the Board in this regard from time to time) in accordance with the applicable law. Provided that trading in the NCDs shall remain suspended between the aforementioned Record Date in connection with redemption of NCDs and the date of redemption or as prescribed by the Stock Exchanges, as the case may be. In case the Record Date falls on a day when the Stock Exchanges is having a trading holiday, the immediate subsequent trading day or a date notified by our Company to the Stock Exchanges, will be deemed as the Record Date |
Recovery Expense Fund | An amount deposited by our Company with the Designated Stock Exchange, equal to 0.01% of the issue size, subject to a maximum of deposit of ₹25,00,000 at the time of making the application for listing of NCDs, in the manner as specified by SEBI in the DT Master Circular and Regulation 11 of SEBI NCS Regulations |
Redemption Amount | The principal amount of the NCDs along with interest accrued on them, if any, as on the Redemption Date as specified in "Issue Related Information" on page 218 |
Redemption Date | The date on which our Company is liable to redeem the NCDs in full as specified in "Issue Structure" on page 218 |
Refund Account | Account opened with the Refund Bank from which refunds, if any, of the whole or any part of the Application Amount shall be made |
Refund Bank | The Banker(s) to the Issue with whom the Refund Account will be opened and as specified in the Prospectus |
Register of Debenture Holders | A register of debenture holders maintained by our Company in accordance with the provisions of the Companies Act, 2013 |
Registrar Agreement | Agreement dated March 20, 2025 entered into 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 |
Registered Brokers or Brokers | Stock brokers registered with SEBI under the Securities and Exchange Board of India (Stock Brokers) Regulations, 1992 as amended from time to time, and the stock exchange having nationwide terminals, other than the Consortium and eligible to procure Applications from Applicants |
Registrar to the Issue/ RTA/ Share Transfer Agent | MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) |
SCSBs / Self Certified Syndicate Banks | The banks registered with SEBI, offering services in relation to ASBA and UPI, a list of which is available on the website of SEBI athttps://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yesfor ASBA andhttps://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40for UPI, updated from time to time and at such other websites as may be prescribed by SEBI from time to time |
SEBI LODR Amendment IV | Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2021 |
The record date for payment of interest in connection with the NCDs or repayment of connection therewith shall be 15 (fifteen) days prior to the date on which interest is due and payable, and/or the date of redemption or such other date as may be determined by the Board of Directors or the Management Committee or such other
may be authorised by the Board in this regard from time to time) in accordance with the applicable law. Provided that trading in the NCDs shall remain suspended between the aforementioned Record Date in connection with redemption of demption or as prescribed by the Stock Exchanges, as the case may be. In case the Record Date falls on a day when the Stock Exchanges is having a trading holiday, the immediate subsequent trading day or a date notified by our
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