Muthoot Finance : Draft Shelf Prospectus (Draft filed with SE)

Draft Shelf Prospectus

March 17, 2023

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 100 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 ₹ 26,000 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		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 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 taking an investment decision in the Issue. For taking an investment decision, the 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 section titled "Risk Factors" on pages 12 to 32 of this Draft Shelf Prospectus and section titled "Material Developments" on page 168 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 debt securities or investor's decision to purchase such securities. The NCDs have not been recommended or approved by any regulatory authority in India, including the Securities and Exchange Board of India ("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 letter dated February 27, 2023 from ICRA Limited along with the rating
ICRA Limited		rationale dated March 3, 2023. The aforesaid rating of the NCDs by ICRA indicates high degree of safety regarding timely
Building No.8, 2nd Floor, Tower A, DLF Cyber City, Phase II, Gurgaon - 122002	servicing of financial obligations. Such instruments carry very low credit risk. Rating given by the Credit Rating Agency
Tel: (+91) (124) 4545 300;		is valid as on the date of this Draft Shelf Prospectus and shall remain valid until the ratings are revised or withdrawn. ICRA
Email:[e-mail];		reserves the right to review and / or, revise the above rating at any time on the basis of new information or unavailability
Website:www.icra.in		of information or such other circumstances, which ICRA believes, may have an impact on the rating assigned. In case of
Contact Person: Mr. Amit Kumar Gupta		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 306 of this Draft Shelf Prospectus.
	PUBLIC COMMENTS

The Draft Shelf Prospectus dated March 17, 2023 will be 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 17, 2023) 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. However, please note that all comments by post must be received by our Company within 5:00 p.m. on the 7th Working Day from the date on which this Draft Shelf Prospectus is hosted on the website of the Stock Exchange.

LISTING

The NCDs offered through this Draft Shelf Prospectus / Shelf Prospectus along with the relevant Tranche Prospectus 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 171 of this Draft Shelf Prospectus. For details relating to eligible investors please see "The Issue" on page 40 of this Draft Shelf Prospectus. Underwriting is not applicable for this Issue.

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]
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: Ashish Naik
Contact Person: Ms. Aanchal Wagle/ Mr. Milan Soni	Contact Person: Shanti Gopalakrishnan	SEBI Registration No.: IND000000460
Compliance Officer: Mr. Tejas Davda	SEBI Registration No.: INR000004058
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

• The 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 Issue may close on such earlier

date or extended date as may be decided by the Board of Directors of our Company ("Board") 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 Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in an English daily national newspaper with wide circulation and a regional daily with wide circulation where the registered office of the Company is located (in all the newspapers in which pre-issue advertisement for opening of this Issue has been given on or before such earlier or initial date of Issue closure) on or before such earlier or initial date of Issue closure. Applications through the UPI route will be accepted, subject to compliance by the investor with the eligibility criteria and due procedure for UPI applications prescribed by SEBI. Applications Forms for the Issue will be accepted only from 10:00 a.m. till 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE, on Working Days during the Issue Period. On the Issue Closing Date, Application Forms will be accepted only between 10:00 a.m. to 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5 p.m. (Indian Standard Time) on one Working Day post the Issue Closing Date. For further details, see "General Information" on page 33 of this Draft Shelf Prospectus.

• IDBI Trusteeship Services Limited under regulation 8 of the SEBI NCS Regulations has by its letter dated March 14, 2023 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 302 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	48
SECTION IV: ABOUT THE ISSUER AND INDUSTRY OVERVIEW	56
INDUSTRY OVERVIEW	56
OUR BUSINESS	84
HISTORY AND MAIN OBJECTS	100
CAPITAL STRUCTURE	105
OUR MANAGEMENT	115
OUR PROMOTERS	138
SECTION V: FINANCIAL INFORMATION	141
DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS	155
MATERIAL DEVELOPMENTS	168
SECTION VI: ISSUE RELATED INFORMATION	171
TERMS OF THE ISSUE	171
ISSUE STRUCTURE	176
ISSUE PROCEDURE	190
SECTION VII: LEGAL AND OTHER INFORMATION	216
PENDING PROCEEDINGS AND STATUTORY DEFAULTS	216
OTHER REGULATORY AND STATUTORY DISCLOSURES	226
DISCLAIMER	255
UNDERTAKING BY THE ISSUER	257
ISSUERS ABSOLUTE RESPONSIBILITY	258
REGULATIONS AND POLICIES	259
SUMMARY OF KEY PROVISIONS OF ARTICLES OF ASSOCIATION	275
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	302
DECLARATION	304
ICRA RATING LETTER AND RATIONALE	306
CONSENT OF THE DEBENTURE TRUSTEE	321
ANNEXURE FS - 1A: AUDITED FINANCIAL STATEMENTS	324
ANNEXURE FS - 2A: LIMITED REVIEW FINANCIAL RESULTS (JUNE 30, 2022)	961
ANNEXURE FS - 2B: LIMITED REVIEW FINANCIAL RESULTS (SEPTEMBER 30, 2022)	976
ANNEXURE FS - 2C: LIMITED REVIEW FINANCIAL RESULTS (DECEMBER 31, 2022)	994
ANNEXURE FS - 3A: RELATED PARTY TRANSACTIONS	1009
ANNEXURE FS - 4A: ASSET LIABILITY MANAGEMENT STATEMENT	1024

		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 year ended March 31, 2022, prepared in
Financial Statements	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 26, 2022, and the audited consolidated
		financial statements for financial years March 31, 2021, and March 31, 2020 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 reports dated June 02, 2021 and June 17, 2020, respectively.
Audited	Standalone	Audited standalone financial statements for financial year ended March 31, 2022, prepared in
Financial Statements	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 report dated May 26, 2022, and the audited standalone financial
		statements for financial years ended March 31, 2021, and March 31, 2020 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 reports dated June 02, 2021 and June 17, 2020, respectively.
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 financial results and the unaudited standalone financial
Results		results for the quarter and three months ended June 30, 2022, the unaudited consolidated financial
		results and the unaudited standalone financial results for the quarter and half year ended
		September 30, 2022, and the unaudited consolidated financial results and the unaudited
		standalone financial results for the quarter and nine months ended December 31, 2022 along with
		the limited review report issued thereon by the Joint Statutory Auditors of our Company.
Limited Review Report	Report on the unaudited consolidated financial results and the unaudited standalone financial
		results of our Company for the quarter and three months ended June 30, 2022 dated August 12,
		2022 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, 2022 dated November 10, 2022, and report on the
		unaudited consolidated financial results and the unaudited standalone financial results of our
		Company for the quarter and nine months ended December 31, 2022 dated February 06, 2023
		issued by the Joint Statutory Auditors of our Company.
		1

Term		Description
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, Chartered Accountants, FRN: 004532S, "Sreeraghavam", Kerala Varma
	Tower, Bldg No. 53/2600 B, C, D & E, Off Kunjanbava Road, Vyttila P.O., Kochi- 682019
	resigned with effect from November 10, 2021.
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, the
	relevant Tranche Prospectus(es) and Abridged Prospectus and the Application Form for any
	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 respective 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 authorising 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 upto UPI Application Limit which will
	be considered as the application for Allotment in terms of this Draft Shelf Prospectus.
		2

	Term				Description
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.
Bankers 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 and
						having a net-worth of more than ₹5,000 million 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 Operational Circular.
Coupon Rate				The rate of interest payable in connection with the NCDs in accordance with the relevant Tranche
					Prospectus(es).
						3