Muthoot Finance : Draft Shelf Prospectus (Debt Offer Document Draft filed with SE)

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Draft Shelf Prospectus

March 19, 2024

MUTHOOT FINANCE LIMITED

Our Company was originally incorporated at Kochi, Kerala as a private limited company on March 14, 1997 under the provisions of the Companies Act, 1956, with the name "The Muthoot Finance Private Limited". Subsequently, by a fresh certificate of incorporation dated May 16, 2007, our name was changed to "Muthoot Finance Private Limited". Our Company was converted into a public limited company on November 18, 2008 with the name "Muthoot Finance Limited" and received a fresh certificate of incorporation consequent to change in status on December 02, 2008 from the Registrar of Companies, Kerala and Lakshadweep. For further details regarding changes to the name and registered office of our Company, see section titled "History and Main Objects" on page 107 of this Draft Shelf Prospectus. Our Company is an Upper Layer Non-Banking Financial Company, registered with the Reserve Bank of India under Section 45-IA of the RBI Act, 1934 having registration no.N.16.00167 dated December 12, 2008.

Corporate identity number: L65910KL1997PLC011300; PAN: AABCT0343B

Registered and Corporate Office: 2nd Floor, Muthoot Chambers, Opposite Saritha Theatre Complex, Banerji Road, Kochi 682 018, India.

Tel: [phone]; Fax: [phone]; Website: www.muthootfinance.com; Email: [e-mail]

Company Secretary and Compliance Officer: Rajesh A.; Tel: [phone]; Fax: [phone]; E-mail:[e-mail]

Chief Financial Officer: Oommen K Mammen; Tel: [phone] Email: [e-mail]

PUBLIC ISSUE BY MUTHOOT FINANCE LIMITED, ("COMPANY" OR "ISSUER") OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ₹ 1,000 EACH, ("NCDs"), FOR AN AMOUNT UP TO ₹ 53,000 MILLION ("SHELF LIMIT") HEREINAFTER REFERRED TO AS THE "ISSUE". THE NCDs WILL BE ISSUED IN ONE OR MORE TRANCHES UP TO THE SHELF LIMIT, ON TERMS AND CONDITIONS AS SET OUT IN THE RELEVANT TRANCHE PROSPECTUS FOR ANY TRANCHE ISSUE (EACH A "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 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.

PROMOTERS

George Alexander Muthoot

Tel: [phone];

Email:[e-mail]

George Jacob Muthoot

Tel: [phone];

Email: [e-mail]

George Thomas Muthoot

Tel: [phone];

Email: [e-mail]

	JOINT STATUTORY AUDITORS
Elias George & Co., Chartered Accountants		Babu A Kallivayalil & Co.
Address: 38/1968A, EGC House, HIG Avenue, Gandhi Nagar, Kochi, 682020		Address: IInd Floor, Manchu Complex, P.T Usha Road, Kochi -682011
Tel: [phone];		Tel: [phone];
Email:[e-mail]		Email:[e-mail]
Contact person: Mr. Thomson Thomas		Contact Person: Mr. Babu Kallivayalil
	GENERAL RISK

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 Issue. For taking an investment decision, the investors must rely on their own examination of the Issue including the risks involved in it. Specific attention of the investors is invited to the section titled "Risk Factors" on page 12 of this Draft Shelf Prospectus and section titled "Material Developments" on page 164 of this Draft Shelf Prospectus before making an investment in this Issue. 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 Draft Shelf Prospectus has not been and the NCDs have not been approved or recommended by any regulatory authority in India, including the SEBI the Reserve Bank of India ("RBI"), the Registrar of Companies at Kerala and Lakshadweep ("RoC") or any stock exchange in India nor does SEBI guarantee the accuracy or adequacy of this document.

ISSUER'S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Draft Shelf Prospectus read together with the Shelf Prospectus and the relevant Tranche Prospectus for a Tranche Issue contains and will contain all information with regard to the Issuer and the relevant Tranche Issue, which is material in the context of the Issue and the relevant Tranche Issue. The information contained in this Draft Shelf Prospectus read together with the Shelf Prospectus and the relevant Tranche Prospectus for a Tranche Issue is true and correct in all material respects and is not misleading in any material respect and that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Shelf Prospectus as a whole, or any of such information or the expression of any such opinions or intentions misleading.

	CREDIT RATING
		The NCDs proposed to be issued under this Issue have been rated [ICRA] AA+/Stable (pronounced as ICRA Double A
		plus rating with stable outlook) by ICRA vide its letters dated January 23, 2024 and January 24, 2024 from ICRA Limited
ICRA Limited		along with the rating rationale dated January 29, 2024. The aforesaid rating of the NCDs by ICRA indicates high degree of
Building No.8, 2nd Floor, Tower A, DLF Cyber City, Phase II, Gurgaon - 122002	safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. [Rating given by the
Tel: (+91) (124) 4545 300;		Credit Rating Agency is valid as on the date of this Draft Shelf Prospectus and shall remain valid until the ratings are
Email:[e-mail];		revised or withdrawn. ICRA reserves the right to review and / or, revise the above rating at any time on the basis of new
Website:www.icra.in		information or unavailability of information or such other circumstances, which ICRA believes, may have an impact on
Contact Person: Mr. Amit Kumar Gupta		the rating assigned. In case of any change in the rating until the date of issuance or listing of NCDs, our Company will
		inform the investors through public notices/ advertisements in all those newspapers in which pre issue advertisement has
		been given. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own
		decisions. For the rating letter, rationale / press release of these ratings, see page 300 of this Draft Shelf Prospectus.
	PUBLIC COMMENTS

The Draft Shelf Prospectus dated March 19, 2024 has been filed with BSE Limited ("Stock Exchange" / "BSE"), pursuant to the provisions of the SEBI NCS Regulations and will be open for public comments for a period of seven Working Days (i.e., until 5 p.m., March 27, 2024) from the date of filing of this Draft Shelf Prospectus with the Stock Exchange. All comments on this Draft Shelf Prospectus are to be forwarded to the attention of our Company Secretary and Compliance Officer Mr. Rajesh A, at the following address: Company Secretary & Compliance Oficer, Muthoot Chambers, 2nd Floor, Muthoot Chambers, Opposite Saritha Theatre Complex, Banerji Road, Kochi 682 018, India;Tel: [phone]; Fax: [phone]; Email:[e-mail] comments must be received by our Company within 7 Working Days of hosting this Draft Shelf Prospectus on the website of the Stock Exchange. Comments by post, fax, and mail shall be accepted. All comments received on this Draft Shelf Prospectus will be suitably addressed prior to filing of the Shelf Prospectus with the RoC.

LISTING

The NCDs offered through this Draft Shelf Prospectus / Shelf Prospectus along with the relevant Tranche Prospectus for each Tranche Issue are proposed to be listed on BSE. For the purposes of this Issue, BSE shall be the Designated Stock Exchange. Our Company has received an 'in-principle' approval from BSE vide their letter no. [●] dated [●].

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

For details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date and Redemption Amount of the NCDs, see section titled "Issue Related Information" on page 166 of this Draft Shelf Prospectus. For details relating to eligible investors please see "The Issue" on page 40 of this Draft Shelf Prospectus. The Issue is not underwritten.

LEAD MANAGER TO THE ISSUE	REGISTRAR TO THE ISSUE	DEBENTURE TRUSTEE**
A. K. Capital Services Limited	LINK INTIME INDIA PRIVATE LIMITED	IDBI TRUSTEESHIP SERVICES LIMITED
603, 6th Floor, Windsor,	C-101, 1st Floor, 247 Park, L B S Marg,	Universal Insurance Building
Off CST Road, Kalina, Santacruz - (East),	Vikhroli West,	Ground Floor, Sir P. M. Road, Fort
Mumbai - 400 098, India	Mumbai 400 083, Maharashtra, India	Mumbai 400 001, India
Tel: [phone]	Tel: [phone]	Tel: [phone]
Fax: [phone]	Fax: [phone]	Fax: [phone]
Email:[e-mail]	Email: [e-mail]	Email:[e-mail],[e-mail]
Investor Grievance Email: [e-mail]	Investor Grievance Email:[e-mail]	Website: www.idbitrustee.com
Website: www.akgroup.co.in	Website: www.linkintime.co.in	Contact Person: Mr. Ashish Naik/Ms. Niharika Shinde-Dey
Contact Person: Ms. Aanchal Wagle/ Mr. Milan Soni	Contact Person: Shanti Gopalakrishnan	Investor Grievance Mail: [e-mail]
Compliance Officer: Mr. Tejas Davda	SEBI Registration No.: INR000004058	SEBI Registration No.: IND000000460
SEBI Registration No.: INM000010411
	ISSUE PROGRAMME *
ISSUE OPENS ON: As specified in the relevant Tranche Prospectus		ISSUE CLOSES ON: As specified in the relevant Tranche Prospectus

• 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 the relevant Tranche Prospectus, except that the relevant Tranche Issue may close on such earlier date or extended date (subject to a minimum period of three Working Days and a maximum period of ten Working Days from the date of opening of the relevant Tranche Issue and subject to not exceeding thirty days from the date of filing of relevant Tranche Prospectus with ROC) as may be decided by the Board of Directors of our Company or the NCD Committee of the Board of Directors of the Company, subject to compliance with Regulation 33A of the SEBI NCS Regulations. In the event of an early closure or extension of the relevant Tranche 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 the relevant Tranche Issue has been given on or before such earlier or initial date of such 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. 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 5:00 p.m. (Indian Standard Time) on one Working Day post the Issue Closing Date. For further details, see "Issue Related Information" on page 166 of this Draft Shelf Prospectus.
• IDBI Trusteeship Services Limited under regulation 8 of the SEBI NCS Regulations has by its letter dated March 14, 2024 given its consent for its appointment as Debenture Trustee to this Issue and for its name to be included in this Draft Shelf Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue.

A copy of the Shelf Prospectus and the relevant Tranche Prospectus shall be filed with the Registrar of Companies, Kerala and Lakshadweep, in terms of Section 26 and 31 of the Companies Act, 2013, along with the endorsed/certified copies of all requisite documents. For further details, see "Material Contracts and Documents for Inspection" on page 296 of this Draft Shelf Prospectus.

TABLE OF CONTENTS
SECTION I: GENERAL	1
DEFINITIONS / ABBREVIATIONS	1
FORWARD-LOOKING STATEMENTS	9
PRESENTATION OF FINANCIAL AND OTHER INFORMATION	10
SECTION II: RISK FACTORS	12
SECTION III: INTRODUCTION	33
GENERAL INFORMATION	33
THE ISSUE	40
OBJECTS OF THE ISSUE	45
STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE DEBENTURE HOLDERS UNDER THE
APPLICABLE LAWS IN INDIA	47
SECTION IV: ABOUT THE ISSUER AND INDUSTRY OVERVIEW	55
INDUSTRY OVERVIEW	55
OUR BUSINESS	89
HISTORY AND MAIN OBJECTS	107
CAPITAL STRUCTURE	112
OUR MANAGEMENT	120
OUR PROMOTERS	142
SECTION V: FINANCIAL INFORMATION	145
DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS	151
MATERIAL DEVELOPMENTS	164
SECTION VI: ISSUE RELATED INFORMATION	166
TERMS OF THE ISSUE	166
ISSUE STRUCTURE	171
ISSUE PROCEDURE	188
SECTION VII: LEGAL AND OTHER INFORMATION	214
PENDING PROCEEDINGS AND STATUTORY DEFAULTS	214
OTHER REGULATORY AND STATUTORY DISCLOSURES	222
DISCLAIMER	250
UNDERTAKING BY THE ISSUER	252
ISSUERS ABSOLUTE RESPONSIBILITY	253
REGULATIONS AND POLICIES	254
SUMMARY OF KEY PROVISIONS OF ARTICLES OF ASSOCIATION	270
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	296
DECLARATION	298
ICRA RATING LETTER AND RATIONALE	300
CONSENT OF THE DEBENTURE TRUSTEE	318
ANNEXURE FS - A1: AUDITED FINANCIAL STATEMENTS	322
ANNEXURE FS - A2: LIMITED REVIEW FINANCIAL RESULTS (JUNE 30, 2023)	1016
ANNEXURE FS - A3: LIMITED REVIEW FINANCIAL RESULTS (SEPTEMBER 30, 2023)	1031
ANNEXURE FS - A4: LIMITED REVIEW FINANCIAL RESULTS (DECEMBER 31, 2023)	1049
ANNEXURE FS - A5: ASSET LIABILITY MANAGEMENT STATEMENT	1065

		SECTION I: GENERAL
		DEFINITIONS / ABBREVIATIONS
Company related terms
	Term	Description
"We", "us", "our", "the	Muthoot Finance Limited, a public limited company incorporated under the Companies Act, 1956
Company", and "Issuer"	and having its registered office at Muthoot Chambers, Opposite Saritha Theatre Complex, 2nd
		Floor, Banerji Road, Kochi 682 018, Kerala, India.
AOA / Articles / Articles	Articles of Association of our Company.
of Association
Audited	Consolidated	Audited consolidated financial statements for financial years ended March 31, 2023, and March
Financial Statements	31, 2022, 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 , as audited by the Joint Statutory Auditors along with the audit report dated May 19,
		2023, and May 26, 2022 respectively, and the audited consolidated financial statements for
		financial year March 31, 2021 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 , as audited by the Previous Auditor along with the audit report dated June 02,
		2021.
Audited	Standalone	Audited standalone financial statements for financial years ended March 31, 2023, and March 31,
Financial Statements	2022 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, as
		audited by the Joint Statutory Auditors with the audit reports dated May 19, 2023, and May 26,
		2022 respectively, and the audited standalone financial statements for financial year ended March
		31, 2021 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, as
		audited by the Previous Auditor along with the audit report dated June 02, 2021.
Audited	Financial	Audited Consolidated Financial Statements and Audited Standalone Financial Statements
Statements	collectively.
Board / Board of Directors	The Board of Directors of our Company and includes any Committee thereof from time to time.
Equity Shares	Equity shares of face value of ₹10 each of our Company.
Group Companies	Group companies includes such companies, other than promoter(s), subsidiary/subsidiaries, with
		which there were related party transactions, during the period for which financial information is
		disclosed in the offer documents, as covered under the applicable accounting standards and also
		other companies as considered material by the Board.
Statutory Auditors / Joint	M/s Elias George & Co., Chartered Accountants, FRN.: 000801S, 38/1968A, EGC House, HIG
Statutory Auditors	Avenue, Gandhi Nagar, Kochi 682020 and M/s Babu A. Kallivayalil & Co., Chartered
		Accountants, FRN:05374S, II Floor, Manchu Complex, P T Usha Road, Kochi-682 011 were
		appointed as Joint Statutory Auditors of the Company by the Board of Directors with effect from
		November 19, 2021 and the appointment was subsequently approved by the Shareholders of the
		Company through the resolution passed through postal ballot in December 27, 2021. Further, the
		Statutory Auditors were re-appointed for further period of 2 years by the shareholders of the
		Company at the 25th Annual General Meeting of the Company held on August 31, 2022.
Limited Review Financial	Collectively, the unaudited consolidated and standalone financial results for the quarter ended
Results		June 30, 2023, the unaudited consolidated financial results and the unaudited standalone financial
		results for the quarter and half year ended September 30, 2023, and the unaudited consolidated
		financial results and the unaudited standalone financial results for the quarter and nine months
		ended December 31, 2023 along with the respective limited review reports issued thereon by the
		Joint Statutory Auditors of our Company.
Limited Review Report	The report on the unaudited consolidated and standalone financial results of our Company for the
		quarter ended June 30, 2023 dated August 11, 2023 issued by the Joint Statutory Auditors of our
		Company, the report on the unaudited consolidated financial results and the unaudited standalone
		financial results of our Company for the quarter and half year ended September 30, 2023 dated
		November 09, 2023 issued by the Joint Statutory Auditors of our Company, and the report on the
		unaudited consolidated financial results and the unaudited standalone financial results of our
		1

Term	Description
	Company for the quarter and nine months ended December 31, 2023 dated February 14, 2024
	issued by the Joint Statutory Auditors of our Company.
Memorandum / MOA	Memorandum of Association of our Company, as amended.
NCD Committee	The committee constituted by our Board of Directors by a board resolution dated May 16, 2018.
Promoters	George Thomas Muthoot, George Jacob Muthoot and George Alexander Muthoot.
Promoter Group	Such individuals and entities which constitute the promoter group of our Company pursuant to
	Regulation 2(1)(pp) of the SEBI ICDR Regulations.
ROC	The Registrar of Companies, Kerala and Lakshadweep.
₹/ Rs./ INR/ Rupees	The lawful currency of the Republic of India.
Previous Auditor	M/s. Varma & Varma, FRN: 004532S, "Sree Raghavam", Building No. 53/2600 B, C, D & E,
	Off Subhash Chandra Bose Road, Vyttila P.O., Kochi- 682019 resigned with effect from
	November 10, 2021.
Senior Management	Senior Management of our Company in accordance with Regulation 2(1)(iia) of the SEBI NCS
	Regulations
Subsidiary(ies)	(i) Asia Asset Finance PLC, a company registered in the Republic of Sri Lanka, under the
	Companies Act No.7, of 2007, having its registered office at No.76/1, Dharmapala Mawatha,
	Colombo 03, Sri Lanka.
	(ii) Muthoot Homefin (India) Limited, a company registered in India, having its registered office
	at Muthoot Chambers, Kurians Tower Banerji Road, Ernakulam North, Kochi, Ernakulam,
	Kerala - 682018.
	(iii) Belstar Microfinance Limited (formerly known as Belstar Microfinance Private Limited), a
	company registered in India, having its registered office at New No. 33, Old No. 14, 48th
	Street, 9th Avenue, Ashok Nagar, Chennai, Tamil Nadu- 600083.
	(iv) Muthoot Insurance Brokers Private Limited, a company registered in India, having its
	registered office at 3rd Floor, Muthoot Chambers, Banerji Road Ernakulam, Kerala- 682018.
	(v) Muthoot Money Limited (formerly known as Muthoot Money Private Limited), a company
	registered in India, having its registered office at 41 4108 A 18 Opp Saritha Theatre Banerji
	Road, Ernakulam- 682018.
	(vi) Muthoot Asset Management Private Limited, a company registered in India, having its
	registered office at 206, Ghatla Village Road, 206, Ghatla Village Road, Mumbai 400071.
	(vii) Muthoot Trustee Private Limited, a company registered in India, having its registered office
	at 206, Ghatla Village Road, 206, Ghatla Village Road, Mumbai 400071.
Issue related terms
Term	Description
Abridged Prospectus	A memorandum containing the 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 / Allotted	Unless the context otherwise requires, the allotment of the NCDs pursuant to the Issue to the
	Allottees.
Allottee(s)	The successful applicant to whom the NCDs are being/have been allotted.
Allotment Advice	The communication sent to the Allottees conveying details of NCDs allotted to the Allottees in
	accordance with the Basis of Allotment.
Applicant / Investor	Any person who applies for issuance and Allotment of NCDs through ASBA process or through
	UPI Mechanism pursuant to the terms of this Draft Shelf Prospectus, the Shelf Prospectus,
	Tranche Prospectus and Abridged Prospectus and the Application Form for the Tranche Issue.
Application	An application for Allotment of NCDs made through the ASBA process or through the UPI
	Mechanism offered pursuant to the Issue by submission of a valid Application Form and
	authorizing an SCSB to block the Application Amount in the ASBA Account.
Application Amount	The aggregate value of the NCDs applied for, as indicated in the Application Form for the
	respective Tranche Prospectus 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 the ASBA
Form	process or through the UPI Mechanism and which will be considered as the Application for
	Allotment of NCDs, in terms of the Shelf Prospectus and the relevant Tranche Prospectus.
ASBA Application or	An application (whether physical or electronic) to subscribe to the NCDs offered pursuant to the
"Application Supported by	Issue by submission of a valid Application Form and authorizing the relevant SCSB to block the
Blocked Amount"	Application Amount in the relevant 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 up to UPI Application Limit (being
	2

	Term			Description
					₹500,000 for public issue of debt securities) which will be considered as the application for
					Allotment in terms of the Shelf Prospectus and relevant Tranche Prospectus.
ASBA Account			An account maintained with an SCSB which will be blocked by such SCSB to the extent of the
					Application Amount of an Applicant.
Banker to the Issue			Collectively, the Public Issue Account Bank(s), Refund Bank and Sponsor Bank, as specified in
					the relevant Tranche Prospectus for each Tranche Issue..
Base Issue				As specified in the relevant Tranche Prospectus for each Tranche Issue.
Basis of Allotment			As 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 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 Exchanges where Applicants can submit the ASBA Forms
					(including ASBA Forms under UPI in case of UPI Investors) to a Registered Broker. The details
					of such Broker Centres, along with the names and contact details of the Trading Members are
					available on the website of the Stock Exchange at www.bseindia.com
Category	I	(Institutional	• Public financial institutions, scheduled commercial banks, Indian multilateral and bilateral
Investors)					development financial institutions which are authorized to invest in the NCDs;
					• Provident funds and pension funds with a minimum corpus of ₹250 million, superannuation
					funds and gratuity funds, which are authorized 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 Company registered with the RBI or Non-
					Banking Financial Company registered with the RBI having a total assets of ₹ 5,000 million
					or more as per the last audited financial statements;;
					• 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 India and
					authorized to invest in the NCDs;
					• Co-operative banks and regional rural banks;
					• Trusts including public/private charitable/religious trusts which are authorized to invest in
					the NCDs;
					• Scientific and/or industrial research organisations, which are authorized 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;
					• Any other incorporated and/ or unincorporated body of persons.
Category	III	(High	Net	Resident Indian individuals or Hindu Undivided Families through the Karta applying for an
Worth		Individual	amount aggregating to above ₹10,00,000 across all options of NCDs in the Issue.
Investors)
Category	IV	(Retail	Retail individual investors, resident Indian individuals or Hindu Undivided Families through the
Individual	Investors)	or	Karta applying for an amount aggregating up to and including ₹10,00,000 across all options of
Retail		Individual	NCDs in the Issue and shall include Retail Individual Investors, who have submitted bid for an
Bidder(s)/RIB			amount not more than UPI Application Limit (being ₹500,000 for public issue of debt securities)
					in any of the bidding options in the Issue (including HUFs applying through their Karta and does
					not include NRIs) though UPI Mechanism.
Client ID					Client identification number maintained with one of the Depositories in relation to the demat
					account.
Collecting		Depository	A depository participant as defined under the Depositories Act, 1996, registered with SEBI and
Participant or CDP			who is eligible to procure Applications in the Issue, at the Designated CDP Locations in terms of
					SEBI Master Circular.
					3

	Term	Description
Coupon Rate	The rate of interest payable in connection with the NCDs in accordance with the relevant Tranche
			Prospectus.
Debenture	Holder (s) /	The holders of the NCDs whose name appears in the database of the relevant Depository.
NCD Holder(s)
Debt Listing Agreement	The listing agreement entered into between our Company and BSE Limited on February 1, 2016
			in connection with the listing of NCDs of our Company.
Debenture	Trustee	Agreement dated March 14, 2024 entered into between our Company and the Debenture Trustee.
Agreement
Debenture Trust Deed	The trust deed to be executed by our Company and the Debenture Trustee for creating the security
			over the NCDs issued under the Issue.
Demographic Details	Details of the investor such as address, bank account details and occupation, which are based on
			the details provided by the Applicant in the Application Form.
Deemed Date of Allotment	The date on which the Board or the NCD Committee of the Board constituted by resolution of
			the Board dated May 16, 2018 approves the Allotment of the NCDs for each Tranche Issue. 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 (as specified for each Tranche Issue
			by way of relevant Tranche Prospectus) shall be available to the Debenture holders from the
			Deemed Date of Allotment.
Depositories Act	The Depositories Act, 1996, as amended from time to time.
Depository(ies)	National Securities Depository Limited (NSDL) and /or Central Depository Services (India)
			Limited (CDSL).
DP	/	Depository	A depository participant as defined under the Depositories Act.
Participant
Designated Branches	Such branches of SCSBs which shall collect the Applications and a list of which is available on
			http://www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to time.
Designated	CDP	Such locations of the CDPs where Applicants can submit the Application Forms. The details of
Locations		such Designated CDP Locations, along with names and contact details of the Collecting
			Depository Participants eligible to accept Application Forms are available on the respective
			websites of the Stock Exchange (www.bseindia.com and www.nseindia.com) as updated from
			time to time.
Designated Date	The date on which Registrar to the Issue issues instruction to SCSBs for transfer of funds from
			the ASBA Account to the Public Issue Account in terms of Shelf Prospectus and relevant Tranche
			Prospectus and the Public Issue Account and Sponsor Bank Agreement.
Designated Intermediaries	Collectively, the Lead Manager, Lead Brokers, agents, SCSBs, Trading Members, CDPs and
			RTAs, who are authorized to collect Application Forms from the Applicants in the Issue. 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, Lead Brokers, Trading Members and
			Stock Exchange where applications have been submitted through the app/web interface as
			provided in the SEBI Master Circular.
Designated	RTA	Such locations of the RTAs where Applicants can submit the Application Forms to RTAs, a list
Locations		of which, along with names and contact details of the RTAs eligible to accept Application Forms
			and Application Forms submitted using the UPI Mechanism as a payment option (for a maximum
			amount of UPI Application Limit (being ₹500,000 for public issue of debt securities) are available
			on the website of the Stock Exchange at www.bseindia.com), as updated from time to time.
Designated	Stock	BSE i.e. BSE Limited.
Exchange
Direct Online Application	The application made using an online interface enabling direct applications through UPI by an
			application based/web interface, by investors to a public issue of debt securities with an online
			payment facility.
Draft Shelf Prospectus	This Draft Shelf Prospectus dated March 19, 2024 filed with the Designated Stock Exchange for
			receiving public comments and with SEBI in accordance with the provisions of the Act/relevant
			provisions of the Companies Act, 2013 applicable as on the date of filing thisDraft Shelf
			Prospectus and the SEBI NCS Regulations.
ICRA			ICRA Limited.
Industry Report Agency	CRISIL Limited
Insurance Companies	Insurance companies registered with the IRDA.
Issue			Public issue by the Company of secured redeemable non-convertible debentures of face value of
			₹1,000.00 each for an amount upto the ₹53,000 million ("Shelf Limit"). The Secured NCDs will
			be issued in one or more tranches, on terms and conditions as set out in the relevant Tranche
			Prospectus for any Tranche Issue. The Issue is being made pursuant to the provisions of SEBI
			4

Term

Description

NCS Regulation, the Companies Act, 2013 and rules made thereunder as amended to the extent

notified.

Issue Agreement

Agreement dated March 19, 2024 executed between the Company and the Lead Manager.

Issue Opening Date

Issue Opening Date as specified in the relevant Tranche Prospectus for the relevant Tranche Issue

Issue Closing Date

Issue Closing Date as specified in the relevant Tranche Prospectus for the relevant Tranche Issue

Issue Period

The period between the Issue Opening Date and the Issue Closing Date inclusive of both days, as

provided in the relevant Tranche Prospectus.

Lead Brokers

As specified in the relevant Tranche Prospectus for each Tranche Issue.

Lead Broker Agreement

As specified in the relevant Tranche Prospectus for each Tranche Issue.

Lead Manager

A. K. Capital Services Limited.

Market Lot

1 (One) NCD.

Members of the Syndicate

Lead Manager and the Lead Brokers.

Members of the Syndicate

Members of the Bidding Centres established for acceptance of Application Forms.

Bidding Centres

Options

As specified in the relevant Tranche Prospectus for each Tranche Issue.

Offer Document

This Draft Shelf Prospectus, the Shelf Prospectus, relevant Tranche Prospectus, the Abridged

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

corrigendum and addendum thereto.

Public Issue Account

Account to be opened with the Banker to the Issue to receive monies from the ASBA Accounts

on the Designated Date.

Public Issue Account and

As specified in the relevant Tranche Prospectus for each Tranche Issue.

Sponsor Bank Agreement

Public Issue Account Bank

As specified in the relevant Tranche Prospectus for each Tranche Issue.

Record Date

The date for payment of interest in connection with the NCDs or repayment of principal in

connection therewith which shall be 15 days prior to the date of payment of interest, and/or the

date of redemption under relevant Tranche Prospectus. 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 the Record Date falls on a day when the Stock Exchange is having a trading holiday, the

immediate subsequent trading day will be deemed as the Record Date.

Refund Account(s)

The account(s) to be opened by our Company with the Refund Bank, from which refunds of the

whole or part of the Application Amounts, if any, shall be made.

Refund Bank

As specified in the relevant Tranche Prospectus for each Tranche Issue

Registrar to the Issue

Link Intime India Private Limited.

Registrar

and

Share

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

Transfer Agents or RTA

the Issue at the Designated RTA Locations.

Secured NCD(s)

Secured, redeemable non-convertible debentures for an amount of upto ₹53,000 million offered

through the Shelf Prospectus and the relevant Tranche Prospectus of face value of ₹1,000 each.

Senior Citizen

A person who on the date of the relevant Tranche Issue has attained the age of 65 years or more.

Self Certified

Syndicate

The banks registered with SEBI under the Securities and Exchange Board of India (Bankers to

Banks or SCSBs

an Issue) Regulations, 1994 offering services in relation to ASBA, including blocking of an

ASBA

Account,

and

a

list

of

which

is

available

on

https://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such other

web-link as may be prescribed by SEBI from time to time. A list of the branches of the SCSBs

where ASBA Applications submitted to the Lead Manager, Lead Brokers or the Trading

Member(s) of the Stock Exchange, will be forwarded by such Lead Manager, Lead Brokers or

the Trading Members of the Stock Exchange is available at www.sebi.gov.in or at such other

web-link as may be prescribed by SEBI from time to time.

Shelf Limit

The aggregate limit of the Issue, being ₹53,000 million to be issued under this Draft Shelf

Prospectus, the Shelf Prospectus and through one or more Tranche Prospectus.

Shelf Prospectus

The Shelf Prospectus to be filed by our Company with the SEBI, BSE and the RoC in accordance

with the provisions of the Companies Act, 2013 and the SEBI NCS Regulations.

Specified Cities / Specified

Bidding Centres where the Member of the Syndicate shall accept Application Forms from

Locations

Applicants a list of which is available on the website of the SEBI at

https://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.

Sponsor Bank

A Banker to the Issue, registered with SEBI, which is appointed by the Issuer to act as a conduit

between the Designated Stock Exchange 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 with a facility to block

5

Term	Description
		funds through UPI Mechanism for application value upto UPI Application Limit and carry out
		any other responsibilities in terms of the SEBI Master Circular and as specified in the relevant
		Tranche Prospectus.
Stock exchange	BSE
Syndicate ASBA	Applications through the Designated Intermediaries.
Syndicate	ASBA	Bidding centres where the Designated Intermediaries shall accept Application Forms from
Application Locations	Applicants, a list of which is available on the website of the SEBI at
		https://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.
Syndicate SCSB Branches	In relation to Applications submitted to a Designated Intermediary, 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		As specified in the relevant Tranche Prospectus for each Tranche Issue
Tier I capital		Tier I capital means, owned fund as reduced by investment in shares of other NBFCs and in
		shares, debentures, bonds, outstanding loans and advances including hire purchase and lease
		finance made to and deposits with subsidiaries and companies in the same group exceeding, in
		aggregate, ten percent of the owned fund.
Tier II capital		Tier-II capital includes the following: (a) preference shares other than those which are
		compulsorily convertible into equity; (b) revaluation reserves at discounted rate of 55%; (c)
		general provisions and loss reserves to the extent these are not attributable to actual diminution
		in value or identifiable potential loss in any specific asset and are available to meet unexpected
		losses, to the extent of one and one fourth percent of risk weighted assets; (d) hybrid debt capital
		instruments; and (e) subordinated debt to the extent the aggregate does not exceed Tier-I capital.
Transaction	Registration	The slip or document issued by any of the Designated Intermediaries as the case may be, to an
Slip or TRS		Applicant upon demand as proof of registration of his Application.
Trading Members	Individuals or companies registered with SEBI as "trading members" who hold the right to trade
		in securities listed on the Stock Exchanges, through whom investors can buy or sell securities
		listed on the Stock Exchange, a list of which are available on www.bseindia.com (for Trading
		Members of BSE).
Tranche Issue		Issue of the NCDs pursuant to the respective Tranche Prospectus.
Tranche Prospectus(es)	The Tranche Prospectus(es) containing the details of NCDs including interest, other terms and
		conditions, recent developments, general information, objects, procedure for application,
		statement of tax benefits, regulatory and statutory disclosures and material contracts and
		documents for inspection, in respect of the relevant Tranche Issue.
Trustees /	Debenture	Trustees for the Debenture Holders in this case being IDBI Trusteeship Services Limited.
Trustee
UPI or UPI Mechanism	Unified Payments Interface mechanism in accordance with the SEBI Master Circular as amended
		from time to time, to block funds for application value upto UPI Application Limit (being
		₹500,000 for public issue of debt securities) submitted through intermediaries, namely the
		Registered Stock brokers, Registrar and Transfer Agent and Depository Participants.
UPI Application Limit	Maximum limit to utilize the UPI mechanism to block the funds for application value upto
		₹500,000 or any other investment limit for issues of debt securities pursuant to SEBI master
		circular SEBI/HO/DDHS/PoD1/P/CIR/2023/119 dated August 10, 2021 as amended from time
		to time, as applicable and prescribed by SEBI from time to time.
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 blocking
Mandate Request	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	Includes wilful defaluters as defined under Regulation 2(1)(lll) of the Securities and Exchange
		Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Working Day		Working day means all days on which commercial banks in Kochi and Mumbai, are open for
		business. In respect of announcement or bid/issue period, working day shall mean all days,
		excluding Saturdays, Sundays and public holidays, on which commercial banks in Kochi and
		Mumbai are open for business. Further, in respect of the time period between the bid/ issue closing
		date and the listing of the NCDs on the Stock Exchange, working day shall mean all trading days
		of the Stock Exchange for NCD, excluding Saturdays, Sundays and bank holidays, as specified
		by SEBI.
		6

Industry related terms

Term	Description
ALCO	Asset Liability Committee.
ALM	Asset Liability Management.
CRAR	Capital to Risk Adjusted Ratio.
ECGC	Export Credit Guarantee Corporation of India Limited.
Gold Loans	Personal and business loans secured by gold jewelry and ornaments.
IBPC	Inter Bank Participation Certificate.
KYC	Know Your Customer.
NBFC	Non Banking Financial Company.
NBFC-ND	Non Banking Financial Company- Non Deposit Taking.
NBFC-ND-SI	Non Banking Financial Company- Non Deposit Taking-Systemically Important.
NBFC-UL	Non Banking Financial Company- Upper Layer.
NPA	Non Performing Asset.
NRI/Non-Resident	A person resident outside India, as defined under the FEMA.
NSSO	National Sample Survey Organisation.
PPP	Purchasing Power Parity.
RRB	Regional Rural Bank.
SCB	Scheduled Commercial Bank.
Conventional and general terms
Term	Description
AADHAR	12-digit unique number which the Unique Identification Authority of India {UIDAI} issues for
	all residents of India.
AGM	Annual General Meeting.
AS	Accounting Standard.
BSE	BSE Limited.
CAGR	Compounded Annual Growth Rate.
CDSL	Central Depository Services (India) Limited.
Companies Act, 2013	The Companies Act, 2013, to the extend notified by the Ministry of Corporate Affairs,
	Government of India, as amended from time to time.
DRR	Debenture Redemption Reserve.
EGM	Extraordinary General Meeting.
EPS	Earnings Per Share.
FDI Policy	The Government policy and the regulations (including the applicable provisions of the Foreign
	Exchange Management (Non-debt. Instruments) Rules, 2019) issued by the Government of India
	prevailing on that date in relation to foreign investments in the Company's sector of business as
	amended from time to time.
FEMA	Foreign Exchange Management Act, 1999, as amended from time to time.
FEMA Regulations	Foreign Exchange Management (Non - Debt Instruments) Rules, 2019, as amended from time to
	time.
Financial Year / FY	Financial Year ending March 31.
GDP	Gross Domestic Product.
GoI	Government of India.
HUF	Hindu Undivided Family.
IFRS	International Financial Reporting Standards.
IFSC	Indian Financial System Code.
Indian GAAP	Generally Accepted Accounting Principles in India.
Ind AS	Indian Accounting Standards
IRDA	Insurance Regulatory and Development Authority.
IT Act	The Income Tax Act, 1961, as amended from time to time.
MCA	Ministry of Corporate Affairs, Government of India.
MICR	Magnetic Ink Character Recognition.
NACH	National Automated Clearing House.
NEFT	National Electronic Funds Transfer.
NSDL	National Securities Depository Limited.
NSE	National Stock Exchange of India Limited.
PAN	Permanent Account Number.
RBI	The Reserve Bank of India.
	7

	Term		Description
RBI Act			The Reserve Bank of India Act, 1934, as amended from time to time.
RTGS			Real Time Gross Settlement.
SCRA			Securities Contracts (Regulation) Act, 1956, as amended from time to time.
SCRR			The Securities Contracts (Regulation) Rules, 1957, as amended from time to time.
SEBI			The Securities and Exchange Board of India constituted under the Securities and Exchange Board
			of India Act, 1992.
SEBI Act			The Securities and Exchange Board of India Act, 1992 as amended from time to time.
SEBI ICDR Regulations	SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time
			to time.
SEBI LODR Regulations	Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
			Regulations, 2015, as amended from time to time.
SEBI NCS Regulations	Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities)
			Regulations, 2021, as amended from time to time.
SEBI Master Circular	Master Circular for issue and listing of Non-Convertible Securities (NCS), Securitised Debt
			Instruments (SDI), Security Receipts (SR), Municipal Debt Securities and Commercial Paper
			(CP) dated August 10, 2021 as amended from time to time with reference number
			SEBI/HO/DDHS/PoD1/P/CIR/2023/119, as amended from time to time.
SEBI	RTA	Master	SEBI RTA Master Circular shall mean SEBI circular for Registrars to an Issue and Share Transfer
Circular			Agents with reference no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023
SEBI DT Master Circular	SEBI DT Master circular shall mean SEBI circular for Debenture Trustees with reference no.
			SEBI/HO/DDHS-PoD1/P/CIR/2023/109 dated March 31, 2023 .
TDS			Tax Deducted at Source.
WDM			Wholesale Debt Market.

Notwithstanding anything contained herein, capitalized terms that have been defined in the respective sections of this Draft Shelf Prospectus, will have the meanings ascribed to them in such sections.

8