Edelweiss Financial Services : Prospectus (Final filed with SE)

		Prospectus
	D	December 29, 2023
(Please scan this QR code	EDELWEISS FINANCIAL SERVICES LIMITED
to view the Prospectus)

Edelweiss Financial Services Limited (the "Company" or "Issuer") was incorporated at Mumbai on November 21, 1995 as a public limited company with the name 'Edelweiss Capital Limited' under the provisions of the Companies Act, 1956. Thereafter, a certificate of commencement of business was issued to the Issuer by the Registrar of Companies Maharashtra, at Mumbai, ("RoC"), on January 16, 1996. Subsequently, the name of the Issuer was changed to 'Edelweiss Financial Services Limited' pursuant to a fresh certificate of incorporation issued by the RoC on August 1, 2011. For more information about the Issuer, please refer "General Information" and "History and Main Objects" on pages 49 and 136.

Registered & Corporate Office: Edelweiss House, Off C.S.T. Road, Kalina, Mumbai 400 098, Maharashtra, India; Tel.: [phone]; CIN: L99999MH1995PLC094641; PAN: AAACE1461E; Website: www.edelweissfin.com; Email: [e-mail] Company Secretary and Compliance Officer: Mr. Tarun Khurana; Tel.: [phone]; Email: [e-mail]

Chief Financial Officer: Ms. Ananya Suneja; Tel: [phone]; Email: [e-mail]

PUBLIC ISSUE BY THE ISSUER OF 25,00,000 SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ₹ 1,000 EACH ("NCDS" OR "DEBENTURES") FOR AN AMOUNT UP TO ₹ 1,250 MILLION ("BASE ISSUE SIZE") WITH A GREEN SHOE OPTION OF UP TO ₹ 1,250 MILLION, CUMULATIVELY AGGREGATING UP TO

• 2,500 MILLION ("ISSUE LIMIT") HEREINAFTER REFERRED TO AS THE "ISSUE". THE NCDs WILL BE ISSUED THE ON TERMS AND CONDITIONS AS SET OUT IN THIS PROSPECTUS FILED WITH THE ROC, STOCK EXCHANGES AND SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI"). THE ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON- CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED (THE "SEBI NCS REGULATIONS"), THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER AS AMENDED TO THE EXTENT NOTIFIED AND THE SEBI NCS MASTER CIRCULAR. THE ISSUE IS NOT UNDERWRITTEN.

OUR PROMOTERS

1. Rashesh Chandrakant Shah; Email: [e-mail]; Tel: [phone]; (ii) Venkatchalam A Ramaswamy; Email: [e-mail]; Tel: [phone], (iii) Vidya Shah; Email: [e-mail]; Tel: [phone]; and (iv) Aparna T.C; Email: [e-mail]; Tel: [phone]. For details of our Promoters, see "Our Promoter" on page 152.

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 17 and 174 respectively. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the non-convertible securities 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"), any registrar of companies or any stock exchange in Indian or do they guarantee the accuracy or adequacy of this document.

COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION DATE, REDEMPTION AMOUNT & ELIGIBLE INVESTORS

For details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date, Redemption Amount & Eligible Investors of the NCDs, please refer to the section titled "Issue Related Information" on page 233.

CREDIT RATINGS

The NCDs proposed to be issued under the Issue have been rated "CRISIL A+/Stable (pronounced as CRISIL A plus rating with Stable outlook)" for an amount of ₹ 15,000 million by CRISIL vide their rating letter dated December 18, 2023 with rating rationale dated December 18, 2023. Securities with these ratings are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such securities carry low credit risk. The NCDs proposed to be issued under the Issue have also been rated "ICRA A+/rating watch with negative implications (pronounced as ICRA A plus placed on rating watch with negative implications)" for an amount of ₹ 8,680 million by ICRA vide their rating letter dated June 20, 2023, revalidated vide their letter dated December 12, 2023 and revised letter dated December 28, 2023 with rating rationale dated June 22, 2023. Securities with these ratings indicate adequate degree of safety regarding timely servicing of financial obligations. Such securities carry low credit risk. The ratings given by the Credit Rating Agency(s) is valid as on the date of this Prospectus and shall remain valid until the rating is revised or withdrawn. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating agency has a right to suspend or withdraw the rating at any time on the basis of factors such as new information. These rating is not a recommendation to buy, sell or hold securities and Investors should take their own decisions. Please refer to Annexure A and Annexure B of this Prospectus for the rating letter, rationale and press release of the above ratings. There are no unaccepted ratings and any other ratings other than as specified in this Prospectus.

LISTING

The NCDs offered through the Draft Prospectus and this Prospectus are proposed to be listed on BSE Limited ("BSE") and BSE shall be the Designated Stock Exchange. The Issuer has received an 'in- principle' approval from BSE vide their letter no. DCS/BM/PI-BOND/020/23-24 dated December 27, 2023.

PUBLIC COMMENTS

The Draft Prospectus dated December 18, 2023 was filed with the BSE, pursuant to the provisions of the SEBI NCS Regulations and was kept open for public comments for a period of seven Working Days (i.e., until 5:00 pm). No comments were received on the Draft Prospectus until 5pm on December 27, 2023.

LEAD MANAGERS TO THE ISSUE		REGISTRAR TO THE ISSUE
	Nuvama Wealth Management Limited#	KFIN TECHNOLOGIES LIMITED
Trust Investment Advisors Private Limited	(formerly known as Kfin Technologies Private Limited)
(formerly known as Edelweiss Securities Limited)
109/110, Balarama, Bandra Kurla Complex, Bandra	Selenium Tower B, Plot 31-32, Financial District, Nanakramguda,
801-804, Wing A, Building No 3, Inspire BKC, G Block,
(East), Mumbai - 400 051, Maharashtra, India	Serilingampally, Hyderabad - 500 032, Telangana
Bandra Kurla Complex, Bandra East, Mumbai - 400 051
Tel: [phone]	Tel: [phone]
Tel: [phone]
Fax: [phone]		Fax: [phone]
Email:[e-mail]	Email: [e-mail]		Email:[e-mail]
Website: www.trustgroup.in	Investor Grievance Email: [e-mail]	Website: www.kfintech.com
Contact Person: Hani Jalan	Website: www.nuvama.com		Contact Person: M. Murali Krishna
	Contact Person: Saili Dave
DEBENTURE TRUSTEE TO THE ISSUE	CREDIT RATING AGENCY(S)	STATUTORY AUDITOR
			Nangia & Co. LLP, Chartered Accountants
			4th Floor, Iconic Tower, Urmi Estate, 95
Beacon Trusteeship Limited*	CRISIL Ratings Limited	ICRA Limited	Ganpatrao Kadam Marg, Lower Parel
7 A&B, Siddhivinayak Chambers, Gandhi Nagar,	CRISIL House, Central Avenue,	Electric Mansion, 3rd Floor,	(West), Mumbai 400 013 Maharashtra,
Opp. MIG Cricket Club, Bandra (East),	Hiranandani Business Park,	Appasaheb Marathe Marg,	India
Mumbai 400 051	Powai, Mumbai 400076	Prabhadevi, Mumbai 400025	Tel: + 91 22 4474 3400
Tel.: [phone]	Tel: + 91 22 3342 3000	Tel: [phone]	Email: [e-mail]
Email:[e-mail]	Email:[e-mail]	Email:[e-mail]	Contact Person: Rakesh Nangia / Jaspreet Singh Bedi
Website: www.beacontrustee.co.in	Website:www.crisil.com/ratings	Website:www.icra.in
Contact Person: Kaustubh Kulkarni	Contact Person: Ajit Velonie	Contact person: L Shivakumar

ISSUE PROGRAMME**

ISSUE OPENS ON: JANUARY 9, 2024

ISSUE CLOSES ON: JANUARY 22, 2024

*Beacon Trusteeship Limited under Regulation 8 of SEBI NCS Regulations has by its letter dated December 12, 2023 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Prospectus and the Draft Prospectus and in all the subsequent periodical communications sent to the holders of the NCDs issued pursuant to the Issue.

• Nuvama Wealth Management Limited is deemed to be our associate as per the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended ("Merchant Bankers Regulations"). Further, in compliance with the provisions of Regulation 21A and explanation to Regulation 21A of the Merchant Bankers Reg ulations, Nuvama Wealth Management Limited would be involved only in marketing of the Issue and as per Regulation 25 (3) of SEBI NCS Regulations and shall not issue a due diligence certificate, in relation to the issue of the NCDs.
  ** This Issue shall remain open for subscription on Working Days from 10:00 am to 5:00 pm (Indian Standard Time) during the period indicated in this Prospectus above, except that his Issue may close on such earlier date or extended date as may be decided by the Board of Directors of the Issuer or the Debenture Fund Raising Committee, thereof. Pursuant to Regulation 33A of the SEBI NCS Regulations, (i) the Issue shall be kept open for a minimum of three working days and a maximum of ten working days, (ii) in case of a revision in the price band or yield, the Issuer shall extend the Issue Period for a minimum period of three working days, provided that it shall not exceed the maximum number of days, as provided above in (i), and (ii) in case of force majeure, banking strike or similar circumstances, the Company may, for reasons to be recorded in writing, extend the Issue Period, provided that it shall not exceed the maximum number of days, as provided above in (i). In the event of an early closure or extension of this Issue the Issuer shall ensure that notice of the same is provided to the prospective investors through an advertisement in a daily national newspaper with wide circulation and a regional daily at the place where the registered office of the Issuer is situated on or before such earlier or initial date of Issue closure. Applications Forms for the Issue will be accepted only from 10:00 am to 5:00 pm or such extended time as may be permitted by BSE, on Working Days during the Issue Period. On the Issue Closing Date, the Application Forms will be accepted only between 10:00 am and 3:00 pm (Indian Standard Time) and uploaded until 5:00 pm or such extended time as may be permitted by BSE. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 pm on one Working Day after the Issue Closing Date. For further details please refer to the section titled "General Information" on page 49.
  A copy of the Prospectus shall be filed with the Registrar of Companies, Maharashtra at Mumbai in terms of Section 26 of Companies Act, 2013, along with the endorsed/certified copies of all requisite documents. For further details, please refer to the section titled "Material Contracts and Documents for Inspection" on page 306.

Table of Contents
SECTION I - GENERAL	1
DEFINITIONS AND ABBREVIATIONS	1
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF
PRESENTATION	13
FORWARD LOOKING STATEMENTS	16
SECTION II - RISK FACTORS	17
SECTION III - INTRODUCTION	49
GENERAL INFORMATION	49
CAPITAL STRUCTURE	60
OBJECTS OF THE ISSUE	75
STATEMENT OF POSSIBLE TAX BENEFITS	78
SECTION IV - ABOUT OUR COMPANY	94
INDUSTRY OVERVIEW	94
OUR BUSINESS	114
HISTORY AND MAIN OBJECTS	136
OUR MANAGEMENT	139
OUR PROMOTER	152
RELATED PARTY TRANSACTIONS	155
REGULATIONS AND POLICIES	156
SECTION V - FINANCIAL STATEMENTS	173
FINANCIAL INFORMATION	173
MATERIAL DEVELOPMENTS	174
FINANCIAL INDEBTEDNESS	175
SECTION VI - LEGAL AND OTHER INFORMATION	189
OUTSTANDING LITIGATIONS	189
OTHER REGULATORY AND STATUTORY DISCLOSURES	216
SECTION VII - ISSUE RELATED INFORMATION	233
ISSUE STRUCTURE	233
TERMS OF THE ISSUE	241
ISSUE PROCEDURE	261
SECTION VIII - SUMMARY OF KEY PROVISIONS OF ARTICLES OF ASSOCIATION	296
SECTION IX - MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	306
DECLARATION	308
ANNEXURE A - CRISIL RATING, RATING RATIONALE AND PRESS RELEASE	309
ANNEXURE B - ICRA RATING, REVALIDATION LETTER, REVISED LETTER,	322
RATING RATIONLE AND PRESS RELEASE
ANNEXURE C - DEBENTURE TRUSTEE CONSENT LETTER	341
ANNEXURE D - ILLUSTRATIVE CASHFLOWS	345

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 herein. References to any legislation, act, regulation, rules, guidelines, clarifications or policies shall be to such legislation, act, regulation, rules, guidelines, clarifications or policies as amended, supplemented or re-enacted from time to time until the date of this 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 and the rules and regulations notified thereunder.

General Terms: Unless the context otherwise requires, the following terms have the meaning as ascribed to them below:

Term	Description
Associates	Associates of the Issuer as at and for the relevant financial year/period as applicable.
"EFSL" or "Company" or	Edelweiss Financial Services Limited, a public limited company incorporated under the
"the Issuer"	Companies Act, 1956, and having its Registered Office at Edelweiss House, Off C.S.T.
	Road, Kalina, Mumbai 400 098, Maharashtra, India.
"we" or "us" or "our"	Edelweiss Financial Services Limited together with its Subsidiaries, Associates and
	Trusts for the relevant financial year/period as applicable.
Subsidiaries	Subsidiaries of the Issuer as at and for the relevant financial year/period as applicable.
	For the details of the subsidiaries of the Issuer, as on the date of this Prospectus, see
	"History and Main Objects" on page 136.
Trusts	Trusts of the Issuer as at and for the relevant financial year/period as applicable.
	For the details of the trusts of the Issuer, on the date of this Prospectus, see "History and
	Main Objects" on page 136.

Issuer Related Terms

Term	Description
2021 Audited Consolidated	The annual consolidated balance sheet as at March 31, 2021 and the annual consolidated
Ind AS Financial Statement	statement of profit and loss for the year ended 2021 and the annual consolidated
	statement of cash flows for the year ended 2021 and the annual consolidated statement
	of changes in equity for the year ended 2021 of the Issuer prepared in accordance with
	accounting principles generally accepted in India, including the Indian Accounting
	Standards (Ind AS) specified under section 133 of the Companies Act, 2013 read with
	the Companies (Indian Accounting Standards) Rules, 2015, as amended.
2022 Audited Consolidated	The annual consolidated balance sheet as at March 31, 2022 and the annual consolidated
Ind AS Financial Statement	statement of profit and loss for the year ended 2022 and the annual consolidated
	statement of cash flows for the year ended 2022 and the annual consolidated statement
	of changes in equity for the year ended 2022 of the Issuer prepared in accordance with
	accounting principles generally accepted in India, including the Indian Accounting
	Standards (Ind AS) specified under section 133 of the Companies Act, 2013 read with
	the Companies (Indian Accounting Standards) Rules, 2015, as amended.
2023 Audited Consolidated	The annual consolidated balance sheet as at March 31, 2023 and the annual consolidated
Ind AS Financial Statement	statement of profit and loss for the year ended 2023 and the annual consolidated
	statement of cash flows for the year ended 2023 and the annual consolidated statement
	of changes in equity for the year ended 2023 of the Issuer prepared in accordance with
	accounting principles generally accepted in India, including the Indian Accounting
	Standards (Ind AS) specified under section 133 of the Companies Act, 2013 read with
	the Companies (Indian Accounting Standards) Rules, 2015, as amended.
2021 Audited Standalone	The annual standalone balance sheet as at March 31, 2021 and the annual standalone
Ind AS Financial Statement	statement of profit and loss for the year ended 2021 and the annual standalone statement
	of cash flows for the year ended 2021 and the annual standalone statement of changes in
	equity for the year ended 2021 of the Issuer prepared in accordance with accounting
	principles generally accepted in India, including the Indian Accounting Standards (Ind
	AS) specified under section 133 of the Companies Act, 2013 read with the Companies
	1

		Term		Description
					(Indian Accounting Standards) Rules, 2015, as amended.
2022	Audited	Standalone	The annual standalone balance sheet as at March 31, 2022 and the annual standalone
Ind AS Financial Statement	statement of profit and loss for the year ended 2022 and the annual standalone statement
					of cash flows for the year ended 2022 and the annual standalone statement of changes in
					equity for the year ended 2022 of the Issuer prepared in accordance with accounting
					principles generally accepted in India, including the Indian Accounting Standards (Ind
					AS) specified under section 133 of the Companies Act, 2013 read with the Companies
					(Indian Accounting Standards) Rules, 2015, as amended.
2023	Audited	Standalone	The annual standalone balance sheet as at March 31, 2023 and the annual standalone
Ind AS Financial Statement	statement of profit and loss for the year ended 2023 and the annual standalone statement
					of cash flows for the year ended 2023 and the annual standalone statement of changes in
					equity for the year ended 2023 of the Issuer prepared in accordance with accounting
					principles generally accepted in India, including the Indian Accounting Standards (Ind
					AS) specified under section 133 of the Companies Act, 2013 read with the Companies
					(Indian Accounting Standards) Rules, 2015, as amended.
Adjusted Networth		Networth along with Equity attributable to non-controlling interest.
Annual		Financial	Annual Consolidated Financial Statements and Annual Standalone Financial
Statements			Statements.
Annual	Consolidated	2021 Audited Consolidated Ind AS Financial Statement, 2022 Audited Consolidated Ind
Financial Statements		AS Financial Statement and 2023 Audited Consolidated Ind AS Financial Statement.
Annual		Standalone	2021 Audited Standalone Ind AS Financial Statement, 2022 Audited Standalone Ind AS
Financial Statements		Financial Statement and 2023 Audited Standalone Ind AS Financial Statement.
Articles	or	Articles	of	Articles of Association of the Issuer.
Association or AOA
Audit Committee		Audit committee of the Board of Directors.
Auditors	or	Statutory	The current statutory auditors of the Issuer, Nangia & Co. LLP, Chartered Accountants.
Auditors
Board or Board of Directors	Board of Directors of the Issuer or any duly constituted committee thereof.
or our Board or our Board
of Directors
Corporate	Social	Corporate Social Responsibility Committee of the Board of Directors.
Responsibility Committee
Committee			A committee constituted by the Board, from time to time.
Debenture Fund Raising	Debenture Fund Raising Committee as constituted by the Board of Directors.
Committee
Directors				Directors of the Issuer.
Equity Shares			Equity shares of the Issuer of face value of ₹ 1 each.
ESOPs				Employee stock options.
Executive Director		Executive director(s) of the Issuer, as disclosed under "Our Management" on page 139.
HY Fiscal 2024		The financial period from April 1, 2023 to September 30, 2023
HY	2024	Unaudited	The unaudited consolidated financial information of the Issuer as at and for the half year
Consolidated	Financial	period ended September 30, 2023 in the manner and format required by the SEBI Listing
Results				Regulations.
HY	2024	Unaudited	The unaudited standalone financial information of the of the Issuer as at and for the half
Standalone	Financial	year period ended September 30, 2023 in the manner and format required by SEBI
Results				Listing Regulations.
HY	2024	Unaudited	HY 2024 Unaudited Consolidated Financial Results and HY 2024 Unaudited Standalone
Financial Results		Financial Results.
Independent Director(s)		The independent director(s) on our Board, in terms of Section 2(47) and Section 149(6)
					of the Companies Act, 2013 and SEBI Listing Regulations.
KMP	/	Key	Managerial	Key managerial personnel of the Issuer as disclosed in this Prospectus and appointed in
Personnel				accordance with Key Managerial Personnel, as defined under Section 2(51) of the
					Companies Act, 2013.
LAP					Loan against property.
"MoA" or "Memorandum"	Memorandum of Association of the Issuer.
or	"Memorandum	of
Association"
Networth				As defined in Section 2(57) of the Companies Act, 2013, as follows:
					"Networth means the aggregate value of the paid-up share capital and all reserves
					created out of the profits, securities premium account and debit or credit balance of
					2

Term		Description
			profit and loss account, after deducting the aggregate value of the accumulated losses,
			deferred expenditure and miscellaneous expenditure not written off, as per the audited
			balance sheet but does not include reserves created out of revaluation of assets, write
			back of depreciation and amalgamation."
Nomination		and	Nomination and Remuneration Committee of the Board of Directors.
Remuneration Committee
Non-Executive Director	Non-executive director(s) of the Issuer, as disclosed under "Our Management",
			beginning on page 139.
Preference Shares		Preference Shares of the Issuer having face value of ₹ 5 each.
Promoter Group		Includes such persons and entities constituting the promoter group of the Issuer
			pursuant to Regulation 2 (1) (pp) of the SEBI ICDR Regulations.
Promoters or our Promoter	Rashesh Chandrakant Shah, Venkatchalam A Ramaswamy, Vidya Shah and Aparna
			T.C.
Public Issue 1			Public issue of secured redeemable non-convertible debentures of face value ₹ 1,000 each
			aggregating to ₹ 2,000 million pursuant to the prospectus dated December 17, 2020.
Public Issue 2			Public issue of secured redeemable non-convertible debentures of face value ₹ 1,000
			each aggregating to ₹ 4,000 million pursuant to the prospectus dated March 26, 2021.
Public Issue 3			Public issue of secured redeemable non-convertible debentures of face value ₹ 1,000
			each aggregating to ₹ 4,000 million pursuant to the prospectus dated August 9, 2021.
Public Issue 4			Public issue of secured redeemable non-convertible debentures of face value ₹ 1,000
			each aggregating to ₹ 5,000 million pursuant to the tranche I prospectus dated November
			29, 2021.
Public Issue 5			Public issue of secured redeemable non-convertible debentures of face value ₹ 1,000
			each aggregating to ₹ 4,000 million pursuant to the tranche II prospectus dated
			September 26, 2022.
Public Issue 6			Public issue of secured redeemable non-convertible debentures of face value ₹ 1,000
			each aggregating to ₹ 4,000 million pursuant to the tranche I prospectus dated December
			27, 2022.
Public Issue 7			Public issue of secured redeemable non-convertible debentures of face value ₹ 1,000
			each aggregating to ₹ 4,000 million pursuant to the tranche II prospectus dated March
			31, 2023.
Public Issue 8			Public issue of secured redeemable non-convertible debentures of face value of ₹ 1,000
			each aggregating to ₹ 3,000 million pursuant to the tranche III prospectus dated June 28,
			2023.
Public Issue 9			Public issue of secured redeemable non-convertible debentures of face value of ₹ 1,000
			each aggregating to ₹ 2,000 million pursuant to the prospectus dated September 22,
			2023.
Registered Office		The registered office of the Issuer is situated at Edelweiss House, Off C.S.T. Road,
			Kalina, Mumbai 400 098, Maharashtra, India.
Risk Committee		Risk Committee of the Board of Directors.
Senior Management		The officers and personnel of the Issuer who are members of its core management team,
			excluding the Board of Directors, and shall also comprise all the members of the
			management one level below the chief executive officer or managing director or whole
			time director or manager (including chief executive officer and manager, in case they
			are not part of the Board of Directors) and shall specifically include the functional heads,
			by whatever name called and the company secretary and the chief financial officer.
Stakeholders'	Relationship	Stakeholders' Relationship Committee as constituted by the Board of Directors.
Committee
Total Borrowing(s) / Total	Debt securities, borrowings (other than debt securities), deposits and subordinated
Debt			liabilities.
Issue Related Terms
Term		Description
Abridged Prospectus		A memorandum containing the salient features of the Prospectus.
Acknowledgement	Slip/	The slip or document issued by the Designated Intermediary to an Applicant as proof
Transaction	Registration	of registration of the Application Form.
Slip/ TRS
Allotment Advice		The communication sent to the Allottees conveying the details of NCDs allotted to the
			Allottees in accordance with the Basis of Allotment.
			3

Term		Description
"Allotment",	"Allot" or	Unless the context otherwise requires, the allotment of NCDs to the successful
Allotted			Applicants pursuant to the Issue.
Allottee(s)			The successful Applicant to whom the NCDs are Allotted either in full or part, pursuant
			to the Issue.
"Applicant" or "Investor"	Any person who applies for issuance and Allotment of NCDs through ASBA process
			or through UPI Mechanism pursuant to the terms of this Prospectus and Draft the
			Prospectus, the Abridged Prospectus and the Application Form.
"Application"	or	"ASBA	An application (whether physical or electronic) to subscribe to the NCDs offered
Application"			pursuant to the Issue by submission of a valid Application Form and authorising an
			SCSB to block the Application Amount in the ASBA Account or to block the
			Application Amount using the UPI Mechanism, where the Bid Amount will be blocked
			upon acceptance of UPI Mandate Request by retail investors for an Application Amount
			of upto ₹ 500,000 which will be considered as the application for Allotment in terms of
			the Prospectus.
Application Amount	The aggregate value of the NCDs applied for, as indicated in the Application Form for
			the Issue.
Application Form / ASBA	Form in terms of which an Applicant shall make an offer to subscribe to NCDs through
Form			the ASBA process or through the UPI Mechanism and which will be considered as the
			Application for Allotment of NCDs in terms of this Prospectus.
ASBA Account		An account maintained with a SCSB and specified in the Application Form which will
			be blocked by such SCSB to the extent of the Application Amount mentioned in the
			Application Form by an Applicant and will include a bank account of a retail individual
			investor linked with UPI, for retail individual investors submitting application value
			upto ₹ 500,000.
Banker(s) to the Issue	Collectively Public Issue Account Bank, Refund Bank and Sponsor Bank.
Base Issue Size		₹ 1,250 million
Basis of Allotment		The basis on which NCDs will be allotted to successful applicants as specified under
			the Issue and which is described in "Issue Procedure - Basis of Allotment" on page 292.
Bidding Centres		Centres at which the Designated Intermediaries shall accept the Application Forms, i.e.,
			Designated Branches of SCSB, Specified Locations for Members of the Syndicate,
			Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and
			Designated CDP Locations for CDPs.
Broker Centres		Broker centres notified by the Stock Exchange where Applicants can submit the ASBA
			Forms (including ASBA Forms under UPI in case of UPI Investors) to a Registered
			Broker. The details of such Broker Centres, along with the names and contact details of
			the Trading Members are available on the websites of the Stock Exchange at:
			www.bseindia.com.
CAAPL			CARE Analytics & Advisory Private Limited.
CAAPL Research Report	Industry report titled "Industry Report on Financial Services Sector" dated December
			13, 2023, prepared by CAAPL.
Category I	(Institutional	• Public financial institutions, scheduled commercial banks, Indian multilateral and
Investors)			bilateral development financial institutions which are authorised to invest in the
			NCDs;
			• Provident funds and pension funds each with a minimum corpus of ₹ 250 million,
			superannuation funds and gratuity funds, which are authorised to invest in the NCDs;
			• Alternative Investment Funds, subject to investment conditions applicable to them
			under the Securities and Exchange Board of India (Alternative Investment Funds)
			Regulations, 2012;
			• Resident Venture Capital Funds registered with SEBI;
			• Insurance companies registered with the IRDAI;
			• State industrial development corporations;
			• Insurance funds set up and managed by the army, navy, or air force of the Union of
			India;
			• Insurance funds set up and managed by the Department of Posts, the Union of India;
			• systemically important non-banking financial companies;
			• National Investment Fund set up by resolution no. F.No. 2/3/2005-DDII dated
			November 23, 2005 of the Government of India published in the Gazette of India; and
			• Mutual funds registered with SEBI.
Category	II	(Non	• Companies within the meaning of Section 2(20) of the Companies Act, 2013;
Institutional Investors)	statutory bodies/ corporations and societies registered under the applicable laws in
			4

Term

Description

India and authorised to invest in the NCDs;

• Co-operative banks and regional rural banks;

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

invest in the NCDs;

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

the NCDs;

• Partnership

firms

in

the

name

of

the

partners;

Limited liability partnerships formed and registered under the provisions of the

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

• Association of Persons; and

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

Category

III (High Net

Resident Indian individuals or Hindu Undivided Families through the Karta applying

Worth Individual Investors)

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

Category

IV

(Retail

Resident Indian individuals or Hindu Undivided Families through the Karta applying

Individual Investors)

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

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

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

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

CIBIL

TransUnion CIBIL Limited.

Client ID

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

demat account.

Consortium Agreement

Agreement dated December 29, 2023, between our Company, the Lead Managers and

the Consortium Members.

Consortium Members

Trust Financial Consultancy Services Private Limited; and

Trust Securities Services Private Limited; and

Nuvama Wealth and Investment Limited (formerly known as Edelweiss Broking

Limited)

"Collecting

Depository

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

Participant" or "CDP"

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

Locations in terms of the SEBI NCS Master Circular.

Credit Rating Agency(s)

CRISIL and ICRA

Debentures / NCDs

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

Debenture Holder(s)/ NCD

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

Holder(s)

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

applicable law.

Debenture Trust Deed

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

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

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

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

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

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

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

Debenture Trustee/ Trustee

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

Debenture

Trustee

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

Agreement

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

Issuer and the Debenture Trustee.

Deemed Date of Allotment

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

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

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

The actual Allotment of NCDs may take place on a date other than the Deemed Date of

Allotment. However, all benefits relating to the NCDs including interest on NCDs shall

be available to the Debenture Holders from the Deemed Date of Allotment.

Demographic Details

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

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

Designated Branches

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

is

available

on

the

website

of

the

SEBI

at:

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

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

Designated CDP Locations

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

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

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

www.bseindia.com.

5

	Term		Description
Designated Date		The date on which the funds blocked by the SCSBs are transferred from the ASBA
			Accounts to the Public Issue Account and/or the Refund Account, as appropriate, after
			finalization of the Basis of Allotment, in terms of the Prospectus following which
			the NCDs will be Allotted in the Issue.
Designated Intermediaries	Collectively, the Lead Managers, the Consortium Members, Trading Members, agents,
			SCSBs, Registered Brokers, CDPs and RTAs, who are authorized to collect Application
			Forms from the Applicants in the Issue.
Designated RTA Locations	Such locations of the CRTAs where Applicants can submit the ASBA Forms to CRTAs,
			a list of which, along with names and contact details of the CRTAs eligible to accept
			ASBA Forms are available on the website of the Stock Exchange.
Designated	Stock	The designated stock exchange for the Issue, being BSE Limited.
Exchange
Direct Online Application	An online interface enabling direct applications through UPI by an app based/web
			interface, by investors to a public issue of debt securities with an online payment
			facility.
Draft Prospectus		The Draft Prospectus dated December 18, 2023 filed with the Designated Stock
			Exchange for receiving public comments and with, SEBI in accordance with the
			provisions of the Companies Act, 2013 and the SEBI NCS Regulations.
Interest / Coupon Payment	Please refer to section titled "Issue Related Information" on page 233.
Date
Issue			Public issue by the Issuer of secured redeemable non-convertible debentures of face
			value of 1,000 each for an amount up to ₹ 1,250 million ("Base Issue Size") with a
			green shoe option of up to ₹ 1,250 million, cumulatively aggregating up to ₹ 2,500
			million ("Issue Limit"). The NCDs will be issued up to the Issue Limit, on terms and
			conditions as set out in this Prospectus filed with the RoC, Stock Exchanges and SEBI.
Issue Agreement		The Issue Agreement dated December 12, 2023, entered between the Issuer and the
			Lead Managers.
Issue Closing Date	January 22, 2024
Issue Opening Date	January 9, 2024
Issue Period		The period between the Issue Opening Date and the Issue Closing Date inclusive of
			both days, during which prospective Applicants can submit their Application Forms.
Lead Managers		Collectively, Trust Investment Advisors Private Limited ("TIAPL") and Nuvama
			Wealth Management Limited ("NWML").
			Nuvama Wealth Management Limited is deemed to be our associate as per the
			Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as
			amended ("Merchant Bankers Regulations"). Further, in compliance with the
			provisions of Regulation 21A and explanation to Regulation 21A of the Merchant
			Bankers Regulations, Nuvama Wealth Management Limited would be involved only in
			marketing of the Issue and as per Regulation 25 (3) of SEBI NCS Regulations and shall
			not issue a due diligence certificate, in relation to the issue of the NCDs.
Market Lot		1 (One) NCD.
Members of the Syndicate	Members of the Syndicate includes Lead Managers and Syndicate Member(s).
Mobile App(s)		The mobile applications listed on the website of Stock Exchange as may be updated from
			time to time, which may be used by RIBs to submit Bids using the UPI Mechanism.
OCB	or	Overseas	A company, partnership, society or other corporate body owned directly or indirectly
Corporate Body		to the extent of at least 60% (sixty percent) by NRIs including overseas trusts, in which
			not less than 60% (sixty percent) of beneficial interest is irrevocably held by NRIs
			directly or indirectly and which was in existence on October 3, 2003 and immediately
			before such date had taken benefits under the general permission granted to OCBs under
			the FEMA. OCBs are not permitted to invest in the Issue.
Offer Documents		The Draft Prospectus, this Prospectus and Abridged Prospectus read with any notices,
			corrigenda, addenda thereto, the Debenture Trust Deed and other documents, if
			applicable, and various other documents/ agreements/ undertakings, entered or to be
			entered by the Issuer with Lead Managers, Public Issue Account and Sponsor Bank
			Agreement, Consortium Agreement and/or other intermediaries for the purpose of the
			Issue including but not limited to the Debenture Trust Deed, the Debenture Trustee
			Agreement, the Tripartite Agreements, the Registrar Agreement, the Agreement with
			the Lead Managers, Securities Pledge Agreement, executed or to be executed by the
			Issuer, as the case may be. For further details see the chapter titled "Material Contracts
			and Documents for Inspection" on page 306.
Pledged Securities	Includes (i) eligible securities detailed in the Debenture Trust Deed and Securities
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Term			Description
					Pledge Agreement; and (ii) any additional security that the Issuer may pledge in favour
					of theDebenture Trustee at its sole discretion for securing the Debentures.
Prospectus					The Prospectus dated December 29, 2023 filed with the RoC and submitted with SEBI
					and BSE in accordance with the provisions of the Companies Act, 2013 and the SEBI
					NCS Regulations.
Public Issue Account			A bank account to be opened with the Public Issue Account and Sponsor Bank to
					receive money from the ASBA Accounts on the Designated Date
Public Issue		Account	and	Agreement dated December 29, 2023 entered into amongst the Issuer, the Registrar to
Sponsor Bank Agreement	the Issue, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank and
					the Lead Managers for the appointment of the Sponsor Bank in accordance with the
					SEBI NCS Master Circular for collection of the Application Amounts from ASBA
					Accounts and where applicable, refunds from the amounts collected from the
					Applicants on the terms and conditions thereof.
Public Issue Account Bank	ICICI 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 or such other day prior to
					the date on which interest is due and payable, and/or the date of redemption or such
					other date under the Prospectus as may be determined by the Issuer in accordance with
					the applicable law. Provided that trading in the NCDs shall remain suspended between
					the aforementioned Record Date in connection with redemption of NCDs and the date
					of redemption or as prescribed by the Stock Exchange, as the case may be.
					In case Record Date falls on a day when Stock Exchange are having a trading holiday,
					the immediate subsequent trading day will be deemed as the Record Date.
Recovery Expense Fund	An amount which has been deposited by the Issuer with the Designated Stock
					Exchange, equal to 0.01% of the issue size, subject to a maximum of deposit of
					₹ 25,00,000 at the time of making the application for listing of NCDs.
Redemption Amount			Please see the section titled "Issue Related Information" on page 233 of this Prospectus.
"Redemption	Date"	or	Please see the section titled "Issue Related Information" on page 233 of this Prospectus.
"Maturity Date"
Refund Account			Account to be opened with the Refund Bank from which refunds, if any, of the whole
					or any part of the Application Amount.
Refund Bank				ICICI Bank Limited.
Register of NCD holders	The register of NCD holders maintained by the Depositories in case of NCDs held in
					dematerialized form, and/or the register of NCD holders maintained by the Registrar.
Registrar Agreement			Agreement dated December 12, 2023, entered into between the Issuer and the Registrar
					under the terms of which the Registrar has agreed to act as the Registrar to the Issue.
Registered Brokers			Stock brokers registered with SEBI under the Securities and Exchange Board of India
					(Stock Brokers) Regulation, 1992 and the stock exchanges having nationwide
					terminals, other than the Members of the Syndicate and eligible to procure Applications
					from Applicants.
Registrar to the Issue or	KFIN Technologies Limited (formerly known as Kfin Technologies Private Limited)
Registrar
Resident Individual			An individual who is a person resident in India as defined in the FEMA.
"Registrar		and	Share	Registrar and share transfer agents registered with SEBI and eligible to procure
Transfer	Agents"		or	Application in the Issue.
"RTAs"
Security					The principal amount of the NCDs to be issued in terms of this Prospectus and the Draft
					Prospectus together with all interest due and payable on the NCDs, thereof shall be
					secured by way of an exclusive and/or pari passu charge in favor of the Debenture
					Trustee on the assets of the entities permissible under applicable law and/or the Issuer
					including loans and advances, receivables, investments, stock in trade, current & other
					assets and/or immovable property / fixed assets held by the entities permissible under
					applicable law and/or the Issuer, created in favour of the Debenture Trustee, and/or over
					the Pledged Securities in favour of the Debenture Trustee for the benefit of the
					Debenture holders, except those specifically and exclusively charged in favour of
					certain existing charge holders as specifically set out in and fully described in the
					Debenture Trust Deed and/or Securities Pledge Agreement, such that a security cover
					of atleast 100% of the outstanding principal amounts of the NCDs and interest thereon
					is maintained at all time until the Maturity Date. We undertake that the assets on which
					the charge is proposed to be created are free from any encumbrances. For further details
					7

Term							Description
				on date of creation of security/likely date of creation of security, minimum security
				cover etc., please refer to the "Terms of the Issue - Security" on page 242.
"Self-Certified	Syndicate	The banks registered with SEBI, offering services in relation to ASBA, a list of which
Banks" or "SCSBs"		is available on the website of SEBI at:
				http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
				and updated from time to time and at such other websites as may be prescribed by SEBI
				from time to time.
Series/Option			Collectively the Series of NCDs being offered to the Applicants as stated in the section
				titled "Issue Related Information" beginning on page 233.
"Specified	Cities"	or	Bidding centres where the Members of the Syndicate shall accept Application Forms
"Specified Locations"		from Applicants, a list of which is available on the website of the SEBI
				athttps://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
				and updated from time to time and at such other websites as may be prescribed by SEBI
				from time to time.
Securities		Pledge	The pledge agreement to be entered inter alia between the Debenture Trustee, the
Agreement				Issuer, and pledgor which shall be executed in relation to the NCDs within the time
				limit prescribed by applicable statutory and/or regulatory requirements for creation of
				security, in favour of the Debenture Trustee for the NCD Holders to ensure 100%
				security cover for the NCDs and the interest due thereon issued pursuant to the Issue.
Sponsor Bank			A Banker to the Issue, registered with SEBI, which is appointed by the Issuer to act as
				a conduit between the Stock Exchanges and NPCI in order to push the mandate collect
				requests and / or payment instructions of the retail individual investors into the UPI for
				retail individual investors applying through the app/web interface of the Stock
				Exchange(s) with a facility to block funds through UPI Mechanism for application
				value upto ₹ 500,000 and carry out any other responsibilities in terms of the UPI
				Mechanism Circular and as specified in this Prospectus.
Stock Exchange			BSE
Syndicate ASBA			Applications through the Syndicate or the Designated Intermediaries.
Syndicate		ASBA	ASBA Applications through the Lead Managers, Consortium Members, the Trading
Application Locations		Members of the Stock Exchange or the Designated Intermediaries.
Syndicate Bidding Centres	Syndicate Bidding Centres established for acceptance of Application Forms.
Syndicate SCSB Branches	In relation to ASBA Applications submitted to a Member of the Syndicate, such
				branches of the SCSBs at the Syndicate ASBA Application Locations named by the
				SCSBs to receive deposits of the Application Forms from the members of the Syndicate,
				and	a	list	of	which	is	available	on
				http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised	Intermediaries	or at
				such other website as may be prescribed by SEBI from time to time.
Tenor				Please see "Terms of the Issue" on page 241 of this Prospectus.
Trading Members		Intermediaries registered with a Consortium Member or a sub-broker under the SEBI
				(Stock Brokers) Regulations, 1992 and/or with the Stock Exchange under the applicable
				byelaws, rules, regulations, guidelines, circulars issued by Stock Exchange from time
				to time and duly registered with the Stock Exchange for collection and electronic upload
				of Application Forms on the electronic application platform provided by Stock
				Exchange.
Tripartite Agreements		Tripartite Agreement dated December 17, 2020, entered into between the Issuer, the
				Registrar to the Issue and NSDL and Tripartite Agreement dated December 8, 2020
				entered into between the Issuer, the Registrar to the Issue and CDSL for offering
				demat option to the NCD Holders.
"UPI"	or		"UPI	Unified Payments Interface mechanism in accordance with SEBI NCS Master Circular
Mechanism"				to block funds for application value up to ₹ 500,000 submitted through intermediaries,
				namely the Registered Stockbrokers, Consortium Members, Registrar and Transfer
				Agent and Depository Participants.
UPI ID				Identification created on the UPI for single-window mobile payment system developed
				by the National Payments Corporation of India.
"UPI Mandate Request" or	A request initiated by the Sponsor Bank on the Retail Individual Investor to authorise
"Mandate Request"		blocking of funds in the relevant ASBA Account through the UPI mobile app/web
				interface (using UPI Mechanism) equivalent to the bid amount and subsequent debit of
				funds in case of allotment.
Wilful Defaulter(s)		As defined under Regulation 2 of the Securities and Exchange Board of India (Issue of
				Capital and Disclosure Requirements) Regulations, 2018.
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