IIFL Finance : Draft Shelf Prospectus

DRAFT SHELF PROSPECTUS

August 5, 2022

IIFL FINANCE LIMITED

IIFL Finance Limited (the "Company" or "Issuer") was incorporated at Mumbai on October 18, 1995 as a private limited company with the name Probity Research & Services Private Limited under the provisions of the Companies Act, 1956. The status of our Company was changed to a public limited company and our name was changed to Probity Research & Services Limited pursuant to a fresh certificate of incorporation dated on April 28, 2000 issued by the Registrar of Companies, Maharashtra, Mumbai. The name of our Company was subsequently changed to India Infoline.Com Limited, and a fresh certificate of incorporation, consequent upon change of name was issued by the Registrar of Companies, Maharashtra, Mumbai on May 23, 2000. The name of our Company was further changed to India Infoline Limited, and a fresh certificate of incorporation, consequent upon change of name was issued by the Registrar of Companies, Maharashtra, Mumbai on March 23, 2001. Thereafter, the name of our Company was changed to IIFL Holdings Limited, and a fresh certificate of incorporation, consequent upon change of name was issued by Registrar of Companies, Maharashtra, Mumbai on February 18, 2014. Thereafter, the name of our Company was changed to IIFL Finance Limited and a fresh certificate of incorporation, consequent upon change of name was issued by Registrar of Companies, Maharashtra, Mumbai on May 24, 2019. Also, our Company has obtained a Certificate of Registration dated March 06, 2020 bearing Registration No. N-13.02386 issued by the Reserve Bank of India ("RBI") to commence the business of a non-banking financial institution without accepting public deposits under Section 45 IA of the RBI Act, 1934. Our Company is a Systemically Important Non-Deposit taking Non-Banking Finance Company ("NBFC"). For more information about the Company, please see "General information" and "History and Main Objects" on pages 46 and 136, respectively.

Registered Office: IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, Wagle Estate, Thane 400 604, Maharashtra, India;

Tel.: [phone]; Fax: [phone]; PAN: AABCI0745G; Website: www.iifl.com; CIN: L67100MH1995PLC093797

Corporate Office: 802, 8th Floor, Hub Town Solaris, N.S. Phadke Marg, Vijay Nagar, Andheri East, Mumbai 400069, Maharashtra, India.; Tel.: [phone]; Fax: [phone];

Chief Financial Officer: Rajesh Rajak; Email: [e-mail]; Telephone: [phone]

Company Secretary and Compliance Officer: Sneha Patwardhan; Email: [e-mail]; Telephone: [phone];

PUBLIC ISSUE BY IIFL FINANCE LIMITED ("COMPANY" OR THE "ISSUER") OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ₹1,000 EACH ("NCDS") FOR AN AMOUNT AGGREGATING UPTO ₹50,000 MILLION ("SHELF LIMIT") HEREINAFTER REFERRED TO AS THE "ISSUE". THE NCDs WILL BE ISSUED IN ONE OR MORE TRANCHES, ON TERMS AND CONDITIONS INCLUDING TRANCHE ISSUE SIZE AS SET OUT IN THE RELEVANT TRANCHE PROSPECTUS FOR ANY TRANCHE ISSUE (EACH "TRANCHE ISSUE") WHICH SHOULD BE READ TOGETHER WITH THIS DRAFT SHELF PROSPECTUS AND THE SHELF PROSPECTUS (COLLECTIVELY, THE "OFFER DOCUMENTS"). THE ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF SEBI NCS REGULATIONS, THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER AS AMENDED TO THE EXTENT NOTIFIED AND THE SEBI OPERATIONAL CIRCULAR. THE ISSUE IS NOT UNDERWRITTEN.

OUR PROMOTER

1. Mr. Nirmal Bhanwarlal Jain; Email: [e-mail]; Tel: [phone] and (ii) Mr. R. Venkataraman; Email: [e-mail] ; Tel: [phone]. For details of our Promoter, please refer to the section "Our Promoter" on page 165

GENERAL RISKS

Investment in debt securities involve a degree of risk 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 own examination of the Issuer and the Issue, including the risks involved. Specific attention of the Investors is invited to the sections titled "Risk Factors" and "Material Developments" on page 18 and 186, respectively. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the debt securities or investor's decision to purchase such securities. This Draft Shelf Prospectus has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India ("SEBI"), the Reserve Bank of India ("RBI"), any registrar of companies or any stock exchange in 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 "CRISIL AA/Stable" (pronounced as CRISIL double A rating with Stable outlook) for an amount of ₹50,000 million by CRISIL Limited ("CRISIL") vide their rating letter dated June 28, 2022, revalidated vide letter dated July 29, 2022 and [ICRA] AA (stable) (pronounced as ICRA Double A (stable)) for an amount of ₹ 50,000 million by ICRA Limited ("ICRA") vide their rating letter dated August 2, 2022. The rating given by CRISIL and ICRA are valid as on the date of this Draft Shelf Prospectus and shall remain valid until the ratings are revised or withdrawn. The aforesaid rating indicates that instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations and carry very low credit risk. 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. Please refer to Annexures A and B of this Draft Shelf Prospectus for the rationale and press release of the above ratings.

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

For the details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date, Redemption Amount and Eligible Investors of the NCDs, see "Terms of the Issue" on page 287. For details relating to eligible investors please see "Issue Procedure" on page 301.

LISTING

The NCDs offered through this Draft Shelf Prospectus along with Shelf Prospectus and relevant Tranche Prospectus are proposed to be listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") and NSE shall be the Designated Stock Exchange. Our Company has received an 'in-principle' approval from NSE vide their letter no. [•] dated [•] 2022 and from BSE vide their letter no. [•] dated [•] 2022.

PUBLIC COMMENTS

This Draft Shelf Prospectus dated August 5, 2022 has been filed with the NSE and BSE, pursuant to the provisions of the SEBI NCS Regulations and is open for public comments for a period of seven Working Days (i.e., until 5 p.m.) from the date of filing of this Draft Shelf Prospectus with the NSE and BSE. All comments on this Draft Shelf Prospectus are to be forwarded to the attention

of the Compliance Officer of our Company. Comments may be sent through post, facsimile or e-mail.

LEAD MANAGERS TO THE ISSUE

REGISTRAR TO THE ISSUE

Edelweiss Financial Services

IIFL Securities Limited*

Equirus Capital Private Limited

Trust Investment Advisors Private

Link Intime India Private Limited

Limited

10th Floor, IIFL Centre

Limited

C-101, 247 Park, L.B.S. Marg

Edelweiss House

Kamala Centre, Senapati Bapat Marg

12th Floor, C Wing, Marathon

109/110, Balarama,

Vikhroli (West), Mumbai 400 083

Off CST Road, Kalina

Lower Parel (West), Mumbai 400 013

Futurex

Bandra Kurla Complex,

Maharashtra, India

Mumbai 400 098

Maharashtra, India

N.M. Joshi Marg

Bandra (East), Mumbai 400 051,

Tel.: + 91 22 4918 6200

Maharashtra, India

Tel: [phone]

Lower Parel, Mumbai 400 013

Maharashtra, India

Fax: [phone]

Tel: [phone]

Email: iifl.ncd2022@@iiflcap.com

Maharashtra, India

Tel: [phone]

Email:

Email: [e-mail]

Website: www.iiflcap.com

Tel: + 91 22 4332 0736

Email: [e-mail]

[e-mail]

Website: www.edelweissfin.com

Contact Person: Nishita

Email: [e-mail]

Website: www.trustgroup.in

Website: www.linkintime.co.in

Contact Person: Lokesh Singhi

Mody/Pawan Kumar Jain

Website: www.equirus.com

Contact Person: Hani Jalan

Contact Person: Shanti

Contact person: Malay Shah

Gopalkrishnan

DEBENTURE TRUSTEE TO THE ISSUE***

CREDIT RATING AGENCIES

STATUTORY AUDITOR

M/S. V. Sankar Aiyar & Co.

M/s Chhajed & Doshi,

2-C, Court Chambers

101, Hubtown Solaris, N S

35, New Marine Lines,

Phadke Marg, Near East West

Vardhman Trusteeship Private

CRISIL LIMITED

ICRA Limited

Mumbai 400020

Flyover, Andheri (East)

Maharashtra, India

Mumbai- 400 069

Limited

CRlSIL House, Central Avenue,

Electric Mansion, 3rd Floor,

The Capital, 412 A, A Wing,

Hiranandani Business Park,

Appasaheb Marathe Marg,

Tel.: + 91 22 2200 4465

Tel: [phone]

Email: [e-mail]

Email: [e-mail]

Bandra Kurla Complex, Bandra (East)

Powai, Mumbai 400 076

Prabhadevi, Mumbai - 400025

Website: www.vsa.co.in

Website: www.cndindia.com

Mumbai - 400 051, Maharashtra

Maharashtra, India

Tel: [phone]

Contact Person: G Sankar

Contact Person: M P Chhajed

Tel: [phone]

Tel: [phone]

Fax: [phone]

Email:

Email: [e-mail]

Email: [e-mail]

[e-mail]

Website: www.crisil.com

Website: www.icra.in

Website:

Contact Person: Krishnan Sitaraman

Contact Person: L Shivakumar

http://www.vardhmantrustee.com/

Contact Person: Mr. Nilesh Palav

ISSUE PROGRAMME**

Issue opens on: As specified in the relevant Tranche Prospectus

Issue Closes on: As specified in the relevant Tranche Prospectus

• IIFL Securities 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, IIFL Securities Limited would be involved only in marketing of the Issue.
  **The Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. (Indian Standard Time) during the period indicated in the relevant Tranche Prospectus, except that the Issue may close on such earlier date or extended date as may be decided by the Board of Directors of our Company or the Finance Committee, thereof, subject to relevant approvals. In the event of an early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in a daily national newspaper with wide circulation on or before such earlier or initial date of Issue closure. On the Issue Closing Date, the Application Forms will be accepted only between 10 a.m. and 3 p.m. (Indian Standard Time) and uploaded until 5 p.m. or such extended time as may be permitted by the Stock Exchange. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5 PM on one Working Day post the Issue Closing Date. For further details please refer to the chapter titled "Issue Related Information" on page 282.
• Vardhman Trusteeship Private Limited under regulation 8 of SEBI NCS Regulations has by its letter dated June 27, 2022 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in Offer Document and in all the subsequent periodical communications sent to the holders of the NCDs issued pursuant to the Issue and the same is annexed as Annexure C to this Draft Shelf Prospectus
  A copy of the Shelf Prospectus and the relevant Tranche Prospectuses shall be filed with the Registrar of Companies, Mumbai, Maharashtra, 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 chapter titled "Material Contracts and Documents for Inspection" on page 337.

TABLE OF CONTENTS
SECTION I - GENERAL....................................................................................................................................	2
DEFINITIONS AND ABBREVIATIONS --------------------------------------------------------------------------------------------	2
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF
PRESENTATION -----------------------------------------------------------------------------------------------------------------------	14
FORWARD-LOOKING STATEMENTS --------------------------------------------------------------------------------------------	17
SECTION II - RISK FACTORS ......................................................................................................................	18
SECTION III - INTRODUCTION ...................................................................................................................	46
GENERAL INFORMATION ----------------------------------------------------------------------------------------------------------	46
CAPITAL STRUCTURE ---------------------------------------------------------------------------------------------------------------	56
OBJECTS OF THIS ISSUE ------------------------------------------------------------------------------------------------------------	74
SECTION IV - ABOUT OUR COMPANY .....................................................................................................	87
INDUSTRY OVERVIEW --------------------------------------------------------------------------------------------------------------	87
OUR BUSINESS -----------------------------------------------------------------------------------------------------------------------	108
HISTORY AND MAIN OBJECTS--------------------------------------------------------------------------------------------------	136
OUR MANAGEMENT ---------------------------------------------------------------------------------------------------------------	142
OUR PROMOTERS -------------------------------------------------------------------------------------------------------------------	165
RELATED PARTY TRANSACTIONS --------------------------------------------------------------------------------------------	167
REGULATIONS AND POLICIES --------------------------------------------------------------------------------------------------	168
SECTION V - FINANCIAL STATEMENTS ...............................................................................................	185
FINANCIAL INFORMATION ------------------------------------------------------------------------------------------------------	185
MATERIAL DEVELOPMENTS ----------------------------------------------------------------------------------------------------	186
FINANCIAL INDEBTEDNESS -----------------------------------------------------------------------------------------------------	188
SECTION IV - LEGAL AND OTHER INFORMATION ............................................................................	235
OUTSTANDING LITIGATIONS ---------------------------------------------------------------------------------------------------	235
OTHER REGULATORY AND STATUTORY DISCLOSURES --------------------------------------------------------------	260
SECTION VII - ISSUE RELATED INFORMATION.................................................................................	282
ISSUE STRUCTURE -----------------------------------------------------------------------------------------------------------------	282
TERMS OF THE ISSUE --------------------------------------------------------------------------------------------------------------	287
ISSUE PROCEDURE -----------------------------------------------------------------------------------------------------------------	301
SECTION VIII - SUMMARY OF KEY PROVISIONS OF ARTICLES OF ASSOCIATION ................	329
SECTION IX - MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ..........................	337
DECLARATION-----------------------------------------------------------------------------------------------------------------------	340
ANNEXURE A .................................................................................................................................................	343
ANNEXURE B..................................................................................................................................................	344
ANNEXURE C .................................................................................................................................................	345
ANNEXURE D .................................................................................................................................................	346

1

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates, all references in this Draft Shelf Prospectus to "the Issuer", "our Company", "the Company" or " IIFL" "IIFL Finance Limited" are to IIFL Finance Limited, public limited company incorporated under the Companies Act, 1956, validly existing under Companies Act, 2013, registered as an NBFC with the RBI under Section 45-IA of the RBI Act and having its Registered Office at IIFL House, Sun Infotech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, Wagle Estate Thane - 400604, Maharashtra, India.

Unless the context otherwise indicates, all references in this Draft Shelf Prospectus to "we" or "us" or "our" are to our Company. Unless the context otherwise indicates, all references in this Draft Shelf Prospectus to "Subsidiaries" shall mean Subsidiaries of our Company namely, IIFL Home Finance Limited, IIFL Samasta Finance Limited (Formerly known as Samasta Microfinance Limited), IIHFL Sales Limited and IIFL Open Fintech Private Limited.

Unless the context otherwise indicates or implies, the following terms have the following meanings in this Draft Shelf Prospectus, and references to any statute or regulations or policies includes any amendments or re-enactments thereto, from time to time.

Company related terms

Term	Description
"Articles" or "Articles of	Articles of Association of our Company
Association" "AOA"
Asset Liability	Asset Liability Management Committee of the Board of Directors
Management Committee or
ALCO
Audit Committee	Audit committee of the Board of Directors
"Auditors" or "Statutory	The statutory auditors of the Company, M/s. V. Sankar Aiyar & Co. and Chhajed &
Auditors" or "Joint	Doshi
Statutory Auditors"
"Board" or "Board of	Board of Directors of our Company or any duly constituted committee thereof.
Directors" or "our Board"
or "our Board of Directors"
Brickworks	Brickworks Ratings India Private Limited
Committee	A committee constituted by the Board, from time to time.
Corporate Social	Corporate Social Responsibility Committee of the Board of Directors
Responsibility Committee
"Credit Committee" or	Credit Committee/ Group Credit Committee as approved by the Board of Directors
"Group Credit Committee"	depending upon the value of transactions.
Directors	Directors of the Company
DSA	Direct Selling Agent
Equity Shares	Equity shares of the Company of face value of ₹ 2 each
ESOP/s	Employee Stock Options
Finance Committee	Finance Committee as constituted by the Board of Directors
IIFL ESOP Plan	IIFL Finance Employees Stock Option Plan 2007; IIFL Finance Employee Stock
	Option Plan 2008; and IIFL Finance Employee Stock Option Plan 2020 - Merger
	Scheme
IIFL Open Fintech	IIFL Open Fintech Private Limited
IIHFL	IIFL Home Finance Limited
Independent Director(s)	The independent Director(s) on our Board, in terms of Section 2(47) and Section 149(6)
	of the Companies Act, 2013
IT Strategy Committee	IT Strategy Committee as constituted by the Board of Directors
KMP / Key Managerial	Key managerial personnel of our Company as disclosed in this Draft Shelf Prospectus
Personnel	and appointed in accordance with Key Managerial Personnel, as defined under Section
	2(51) of the Companies Act, 2013, as under:
	"key managerial personnel", in relation to a company, means -
	i. the chief executive officer or the managing director or the manager;
	2

Term	Description
	ii. the company secretary;
	iii. the whole-time director;
	iv. the chief financial officer;
	v. such other officer not more than one level below the directors who is in whole-time
	employment designated as key managerial personnel by the Board; and
	vi. such other officer as may be prescribed"
LAP	Loan Against Property
Limited Review Financials	The Unaudited Standalone Financial Results and Unaudited Consolidated Financial
/ Limited Review Financial	Results for the three months ended June 30, 2022 prepared in accordance with the
Results	provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS)
	notified under the Companies (Indian Accounting Standard) Rules, 2015 (as amended
	for time to time) issued by Ministry of Corporate Affairs in exercise of the powers
	conferred by Section 133 read with Sub-section (1) of section 210A of Companies Act,
	2013, as amended and presented in accordance with the requirements of the SEBI
	LODR Regulations.
Limited Review Report	Limited review report dated July 27, 2022 for quarter ended June 30, 2022
Loan Book	Loan book of the Company recording relevant entries of the secured and/or unsecured
	loans advanced by the Company
"Memorandum" or	Memorandum of Association of our Company
"Memorandum of
Association" or "MoA"
Nomination and	Nomination and Remuneration Committee of the Board of Directors
Remuneration Committee
Networth	As defined in Sec 2(57) of the Companies Act, 2013, as follows:
	"Networth means the aggregate value of the paid-up share capital and all reserves
	created out of the profits, securities premium account and debit or credit balance of
	profit and loss account, after deducting the aggregate value of the accumulated losses,
	deferred expenditure and miscellaneous expenditure not written off, as per the audited
	balance sheet but does not include reserves created out of revaluation of assets, write
	back of depreciation and amalgamation."
Preference Shares	Preference shares of the Company
Promoter Group	Includes such persons and entities constituting the promoter group of our Company
	pursuant to Regulation 2 (1) (ff) of the SEBI NCS Regulations
"Promoters" or "our	The promoters of our Company are Mr. Nirmal Bhanwarlal Jain and Mr. R
Promoter"	Venkataraman
Reformatted Consolidated	The reformatted consolidated statement of Assets and Liabilities as at March 31, 2022,
Financial Statements	March 31, 2021 and March 31, 2020 and the reformatted consolidated Statement of
	Profit and Loss for the Fiscal 2022, Fiscal 2021 and Fiscal 2020 and the reformatted
	consolidated Statement of Cash Flows for the Fiscal 2022, Fiscal 2021 and Fiscal 2020
	and the reformatted consolidated statement of Changes in Equity for the Fiscal 2022,
	Fiscal 2021 and Fiscal 2020, each prepared in accordance with IND AS, as examined
	by the Statutory Auditors of our Company.
	Our audited consolidated financial statements as at and for the year ended March 31,
	2022, March 31, 2021 and March 31, 2020 form the basis for such Reformatted
	Consolidated Financial Information.
Reformatted Financial	Reformatted Standalone Financial Statements and Reformatted Consolidated Financial
Statements	Statements
Reformatted Standalone	The reformatted standalone statement of Assets and Liabilities as at March 31, 2022,
Financial Statements	March 31, 2021 and March 31, 2020 and the reformatted standalone statement of profit
	and loss for the Fiscal 2022, Fiscal 2021 and Fiscal 2020 and the reformatted standalone
	statement of cash flows for the Fiscal 2022, Fiscal 2021 and Fiscal 2020 and the
	reformatted standalone statement of changes in equity for the Fiscal 2022, Fiscal 2021
	and Fiscal 2020, each prepared in accordance with IND AS, as examined by the
	Statutory Auditors of our Company.
	3

Term	Description
	Our audited standalone financial statements as at and for the year ended March 31,
	2022, March 31, 2021 and March 31, 2020 form the basis for such Reformatted
	Standalone Financial Information.
Registered Office	The registered office of our Company is at IIFL House, Sun Infotech Park, Road No.
	16V, Plot No. B-23, Thane Industrial Area, Wagle Estate, Thane - 400604,
	Maharashtra, India
Risk Management	Risk Management Committee of the Board of Directors
Committee
RoC/Registrar of Companies	Registrar of Companies, Maharashtra, Mumbai
Shareholders	The holders of the Equity Shares from time to time
Samasta	IIFL Samasta Finance Limited (Formerly known as Samasta Microfinance Limited)
Stakeholders Relationship	Stakeholders Relationship Committee as constituted by the Board of Directors
Committee
Subsidiaries	Subsidiaries of our Company namely, IIHFL, Samasta and IIFL Open Fintech Private
	Limited
Issue related terms
Term	Description
Abridged Prospectus	A memorandum containing salient features of the Shelf Prospectus and relevant
	Tranche Prospectus
Acknowledgement Slip	The slip or document issued by the Designated Intermediary to an Applicant as proof
	of registration of the Application Form
Allotment Advice	The communication sent to the Allottees conveying the details of NCDs allotted to the
	Allottees in accordance with the Basis of Allotment
"Allotment", "Allot" or	Unless the context otherwise requires, the allotment of NCDs to the successful
Allotted	Applicants pursuant to the Shelf Prospectus and relevant Tranche Prospectus to the
	successful Allottees
Allottee(s)	A successful Applicant to whom the NCDs will be/have been allotted
"Applicant" or "Investor" or	Any person who applies for issuance and Allotment of NCDs through ASBA process
"Bidder" or "ASBA	or through UPI mechanism pursuant to the terms of this Draft Shelf Prospectus, the
Applicant"	Shelf Prospectus, relevant Tranche Prospectus and Abridged Prospectus and the
	Application Form for the relevant Tranche Prospectus Issue
"ASBA" or "Application	An application (whether physical or electronic) to subscribe to the NCDs offered
Supported by Blocked	pursuant to the Issue by submission of a valid Application Form and authorising the
Amount" or "Application"	relevant SCSB to block the Application Amount in the relevant ASBA Account or to
or "ASBA Application" or	block the Application Amount using the UPI Mechanism, where the Bid Amount will
"Application" or "Bid"	be blocked upon acceptance of UPI Mandate Request by retail investors for an
	Application Amount of upto ₹ 5,00,000 which will be considered as the application for
	Allotment in terms of the Shelf Prospectus and relevant Tranche Prospectus.
Application Amount/ Bid	The aggregate value of the NCDs applied for, as indicated in the Application Form for
Amount	the Issue or the amount blocked in the ASBA Account.
Application Form/ASBA	Form in terms of which an Applicant shall make an offer to subscribe to NCDs through
Form/ Bid cum Application	the ASBA process or through the UPI Mechanism and which will be considered as the
Form	Application for Allotment of NCDs in terms of this Draft Shelf Prospectus, the Shelf
	Prospectus and relevant Tranche Prospectus.
ASBA Account	A bank account maintained 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 upto ₹ 5,00,000.
Banker(s) to the Issue	Collectively Sponsor Bank, Public Issue Account Bank(s) and Refund Bank.
Base Issue Size	As will be specified in the relevant Tranche Prospectus for each Tranche Issue.
Basis of Allotment	As will be specified in the relevant Tranche Prospectus for each Tranche Issue.
Bidding Centres	Centres at which the Designated Intermediaries shall accept the Application Forms, i.e.,
	Designated Branches of SCSB, Specified Locations for Syndicate, Broker Centres for
	4