Private & Confidential: Indostar Capital Finance Limited

Private & Confidential - For Private Circulation only
Private Placement Memorandum Document for Issue of Debentures on Private Placement basis
dated: 17 March 2023
INDOSTAR CAPITAL FINANCE LIMITED
(Incorporated as a public limited company under the Companies Act, 1956 and validly existing under the Companies Act, 2013 having
Corporate Identification Number: L65100MH2009PLC268160), Permanent Account Number: AAECR4127Q, Date of Incorporation: 21
July 2009, Place of Incorporation: Kolkata, West Bengal PAN: AAECR4127Q; Registered with the Reserve bank of India (RBI) as a Non-
Banking Financial Company vide Registration Number: N-13.02109 Registered Office and Corporate Headquarters: Unit No. 505, 5th
Floor, Wing 2/E, Corporate Avenue, Andheri - Ghatkopar Link Road, Chakala, Andheri (East), Mumbai – 400093
Tel No: +91 22 43157000 Fax: +91 22 43157010 Email ID: [email protected] Website: www.indostarcapital.com
PRIVATE & CONFIDENTIAL
THIS PRIVATE PLACEMENT MEMORANDUM DATED March 17, 2023 IS PREPARED IN CONFORMITY WITH THE SECURITIES
AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021 ISSUED
VIDE NOTIFICATION No. LAD-NRO/GN/2021/39 DATED AUGUST 9, 2021 AS AMENDED FROM TIME TO TIME.
PRIVATE PLACEMENT MEMORANDUM
PRIVATE PLACEMENT MEMORANDUM FOR ISSUE BY WAY OF PRIVATE PLACEMENT (“ISSUE”) OF UPTO 10,000 9.95% ICFL
22-23/Series VI 2025 SECURED, REDEEMABLE, RATED, LISTED, SENIOR, TAXABLE NON-CONVERTIBLE DEBENTURES OF FACE
VALUE OF INR 1,00,000 EACH (INDIAN RUPEES ONE LAKH ONLY) AMOUNTING UPTO INR 100,00,00,000 (INDIAN RUPEES one
hundred crore only) (“Tranche 1”) and 10,000 9.95% ICFL 22-23/Series VII 2024 SECURED, REDEEMABLE, RATED, LISTED,
SENIOR, TAXABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF INR 1,00,000 EACH (INDIAN RUPEES ONE LAKH
ONLY) AMOUNTING UPTO INR 100,00,00,000 (INDIAN RUPEES ONE HUNDRED CRORE ONLY) WITH A GREEN SHOE OPTION
FOR UPTO 50,000 SECURED, REDEEMABLE, RATED, LISTED, SENIOR, TAXABLE NON-CONVERTIBLE DEBENTURES OF FACE
VALUE OF INR 1,00,000 EACH (INDIAN RUPEES ONE LAKH ONLY) AMOUNTING UPTO INR 500,00,00,000 (INDIAN RUPEES FIVE
HUNDRED CRORE ONLY) (“Tranche 2”) (“DEBENTURES”), BY INDOSTAR CAPITAL FINANCE LIMITED (THE “ISSUER”). THIS
ISSUANCE WOULD BE UNDER THE ELECTRONIC BOOK MECHANISM FOR ISSUANCE OF DEBT SECURITIES ON A PRIVATE
PLACEMENT BASIS AS PER THE SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”)
CIRCULAR SEBI/HO/DDHS/P/CIR/2021/613 DATED 10 AUGUST 2021, AS AMENDED FROM TIME TO TIME (“SEBI OPERATIONAL
CIRCULAR”) READ WITH SEBI CIRCULAR SEBI/HO/DDHS/ DDHS_DIV1/P/CIR/2022/00139 DATED OCTOBER 10, 2022 ON REVIEW
OF PROVISIONS PERTAINING TO ELECTRONIC BOOK PROVIDER PLATFORM , AND ANY AMENDMENTS THERETO (“EBP
GUIDELINES”) TOGETHER WITH THE SEBI OPERATIONAL CIRCULAR. (THE SEBI OPERATIONAL CIRCULAR AND THE EBP
GUIDELINES ARE HEREINAFTER COLLECTIVELY REFERRED TO AS THE “OPERATIONAL GUIDELINES”). THE ISSUER
INTENDS TO USE WDM SEGMENT OF THE BSE EBP PLATFORM. THE ISSUER HAS COMPLIED WITH ALL THE PROVISIONS
RELATED TO ELECTRONIC BOOK PROVIDER MECHANISM AND THE PRIVATE PLACEMENT MEMORANDYM SHALL BE
UPLOADED ON BSE ELECTRONIC BOOK PROVIDER PLATFORM.
PROMOTERS
Name: BCP V Multiple Holdings Pte. Ltd. Name: Indostar Capital, Mauritius
Telephone: +65 6750 4484 Telephone: +230 467 7986
Email id: [email protected] Email id: [email protected]
CHIEF FINANCIAL OFFICER
Name: Mr. Vinodkumar Panicker ; Telephone:: +91 22 43157000; Email id: [email protected]
GENERAL RISK
Investment in non-convertible 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 examination of the Issue including the risks involved in
it. Specific attention of investors is invited to statement of risk factors contained under Section II of this Private Placement Memorandum. These
risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the Debentures or investor’s decision to purchase
such Debentures. The Issue has not been recommended or approved by any regulatory authority including the SEBI nor does SEBI guarantee the
accuracy or adequacy of the information contained herein.
ISSUER’S ABSOLUTE RESPONSIBILITY
Neither the Issuer nor its Promoter or directors are declared as wilful defaulter. The Debentures to be issued does not form part of non-equity
regulatory capital mentioned under Chapter V of Securities and Exchange Board of India (Issue And Listing Of Non-Convertible Securities)
Regulations, 2021.
The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Private Placement Memorandum contains all
information with regard to the Issuer and the Issue which is material in the context of the Issue, that the information contained in this Private
Placement Memorandum is true and correct in all material aspects and is not misleading, that the opinions and intentions expressed herein are
honestly stated and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression
of any such opinions or intentions misleading.
CREDIT RATING
The Debentures have been rated CRISIL AA-/Watch Negative by CRISIL Ratings Limited vide its letter dated March 8, 2023 read with press
release dated February 1, 2023 The said rating is valid as on date of this Private Placement Memorandum. Instruments with this rating are
considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.
The above rating is not a recommendation to buy, sell or hold Debentures and investors should take their own decisions. The rating may be subject
to suspension or revision or withdrawal at any time by the assigning rating agency on the basis of new information being made available. Each
rating should be evaluated independent of any other rating. Please refer to Annexure VII of this Private Placement Memorandum for details in
respect of the rating, including the press release issued by CRISIL RATINGS Limited.
LISTING
Debentures offered through this Private Placement Memorandum are proposed to be listed on the WDM. The Issuer has obtained an in-principle
approval from BSE for listing of the Debentures vide letter ref. no. DCS/COMP/PG/IP-PPDI/679/22-23 dated March 13, 2023
COMPLIANCE OFFICER and COMPANY SECRETARY
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PRIVATE PLACEMENT MEMORANDUM- FOR PRIVATE CIRCULATION ONLY
Name: Mr. Jitendra Bhati; Telephone: +91 22 43157000; Email id: [email protected]
DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE CREDIT RATING AGENCY
IDBI Trusteeship Services Link Intime India Private Limited CRISIL RATINGS Limited
Limited CIN: U67190MH1999PTC118368 CIN: L67120MH1987PLC042363
CIN: U65991MH2001GOI131154 C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Address: CRISIL House, Central Avenue,
Asian Building, Ground Floor, Marg Hiranandani
17, R Kamani Marg, Ballard Estate, Vikhroli, (West), Mumbai - 400 083 Business Park, Powai, Mumbai – 400076
Mumbai – 400 001 Tel: +91 22 49186000 Tel: +91 22 3342 3000
Tel : +91 22 40807000 Fax: +91 22 49186060 Contact Person: Mr. Krishnan Sitaraman
Fax : +91 22 66311776 Website: www.linkintime.co.in Website: www.crisilratings.com
Website : www.idbitrustee.com Contact Person: Mr. Ganesh Jadhav Email: [email protected]
Contact Person : Mr. Nikhil lohana Email: [email protected]
Email : [email protected] SEBI Registration No.: INR000004058
ISSUE SCHEDULE
ISSUE / BID
ISSUE / BID OPENING DATE PAY-IN DATE DEEMED DATE OF ALLOTMENT
CLOSING DATE
March 21, 2023 March 21, 2023 March 23, 2023 March 23, 2023
The Issuer reserves the right to change the issue programme including the Deemed Date of Allotment (as defined hereinafter) at its sole discretion
in accordance with the timelines specified in the Operational Guidelines, without giving any reasons or prior notice. The Issue will be open for
bidding as per bidding window that would be communicated through BSE EBP Platform.
Coupon Coupon Payment Frequency Redemption Date Redemption
Amount
9.95% pa Quarterly For Tranche 1, the date falling on the At Par
expiry of 24 (twenty four) months from
the Deemed Date of Allotment
For Tranche 2, the date falling on the

expiry of 18 (eighteen) months from
Deemed Date of Allotment
DETAILS ABOUT UNDERWRITING OF THE ISSUE

The present Issue of Debentures is on private placement basis and has not been underwritten.
DETAILS ABOUT ELIGIBLE INVESTORS
ELIGIBLE INVESTORS SHALL INCLUDE ALL PERSONS ELIGIBLE TO INVEST IN THESE DEBENTURES AS PERMITTED UNDER
APPLICABLE LAWS INCLUDING BUT NOT LIMITED TO THE FOLLOWING: (A) TRUSTS; (B) PORTFOLIO MANAGERS
REGISTERED WITH SEBI; (C) ASSOCIATION OF PERSONS; (D) COMPANIES AND BODIES CORPORATE INCLUDING PUBLIC
SECTOR UNDERTAKINGS; (E) COMMERCIAL BANKS; (F) FINANCIAL INSTITUTIONS; (G) INSURANCE COMPANIES; (H)
MUTUAL FUNDS; (I) OTHER FOREIGN ENTITIES ALLOWED BY SEBI AND RBI; (K) ANY OTHER INVESTOR ELIGIBLE TO INVEST
IN THESE DEBENTURES. THE PRESENT ISSUE OF DEBENTURES IS NOT UNDERWRITTEN. [
The issue of Debentures shall be subject to the provisions of the Companies Act, the Memorandum and Articles of Association of the Issuer, SEBI
NCS Regulations, SEBI Listing Regulations, the terms and conditions of this Private Placement Memorandum filed with the Exchange(s), the
Application Form, the Debenture Trust Deed and other documents in relation to such Issue. Capitalized terms used here have the meaning ascribed
to them in this Private Placement Memorandum.
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TABLE OF CONTENTS
1 DEFINITIONS ........................................................................................................................ 6
2 IMPORTANT NOTICE AND DISCLAIMERS.................................................................... 11
DISCLAIMER CLAUSE OF SEBI AND THE STOCK EXCHANGE ....................................... 12
3 RISK FACTORS .................................................................................................................... 16
4 DETAILS OF PROMOTERS OF THE ISSUER .................................................................. 32
5 NAME, LOGO, ADDRESSES, WEBSITE URL, EMAIL ADDRESS, TELEPHONE NUMBER
AND CONTACT PERSON OF THE FOLLOWING: ......................................................... 32
6 STOCK EXCHANGES WHERE DEBENTURES ARE PROPOSED TO BE LISTED ...... 35
7 BRIEF SUMMARY OF THE BUSINESS ACTIVITIES OF THE ISSUER AND ITS
SUBSIDIARIES WITH DETAILS OF BRANCHES, IF ANY, AND ITS LINE OF BUSINESS:
................................................................................................................................................ 35
8 FINANCIAL INFORMATION ............................................................................................. 37
9 DETAILS OF ANY OTHER CONTINGENT LIABILITIES OF THE ISSUER BASED ON
THE LAST AUDITED FINANCIAL STATEMENTS INCLUDING AMOUNT AND NATURE
OF LIABILITY: .................................................................................................................... 38
10 A BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION GIVING DETAILS OF
ITS FOLLOWING ACTIVITIES: ......................................................................................... 38
11 FOLLOWING DETAILS REGARDING THE DIRECTORS OF THE COMPANY: - ....... 58
12 DETAILS REGARDING THE AUDITORS OF THE COMPANY ..................................... 67
13 DETAILS OF THE FOLLOWING LIABILITIES OF THE ISSUER, AS AT SEPTEMBER 30,
2022:....................................................................................................................................... 68
14 DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED
WHERE TAKEN/ ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER
IN WHOLE OR PART, (II) AT PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF
ANY OPTION ...................................................................................................................... 74
15 DISCLOSURES ON ALM AS ON MARCH 31, 2022: PLEASE REFER TO ANNEXURE IV
(DISCLOSURES ON ASSET LIABILITY MANAGEMENT (ALM)) ............................... 74
16 DETAILS OF ALL DEFAULT(S) AND/OR DELAY IN PAYMENTS OF INTEREST AND
PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER
FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE
COMPANY, IN THE PAST 3 YEARS INCLUDING THE CURRENT FINANCIAL YEAR74
17 ANY MATERIAL EVENTS OR DEVELOPMENTS OR CHANGE HAVING IMPLICATIONS
ON THE FINANCIALS OR CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY
PROCEEDINGS AGAINST THE ISSUER OR PROMOTERS, TAX LITIGATIONS
RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT,
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ETC.) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE
INVESTOR(S) DECISION TO INVEST OR CONTINUE TO INVEST IN THE NON-
CONVERTIBLE SECURITIES ............................................................................................ 75
18 ANY LITIGATION OR LEGAL ACTION PENDING OR TAKEN BY A GOVERNMENT
DEPARTMENT OR A STATUTORY BODY DURING THE LAST THREE YEARS
IMMEDIATELY PRECEDING THE YEAR OF THE ISSUE OF THIS PRIVATE
PLACEMENT MEMORANDUM AGAINST THE PROMOTER OF THE COMPANY: .. 75
19 DETAILS OF DEFAULT AND NON-PAYMENT OF STATUTORY DUES .................... 75
20 CONFIRMATION OF DEBENTURE TRUSTEES’ CONSENT FOR APPOINTMENT UNDER
REGULATION 8 OF SEBI NCS REGULATIONS.............................................................. 75
21 IF THE SECURITY IS BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY
OTHER DOCUMENT OR LETTER WITH SIMILAR INTENT A COPY OF THE SAME
SHALL BE DISCLOSED ...................................................................................................... 75
22 ILLUSTRATION OF CASH FLOWS ................................................................................... 75
23 DISCLOSURES PERTAINING TO WILFUL DEFAULTER ............................................. 76
24 OTHER DETAILS
………………………………………………………………………………………………………
……………………….77
25 TERMS AND CONDITIONS OF THE ISSUE .................................................................... 81
26 TERM SHEET ....................................................................................................................... 83
27 NOTES TO SUMMARY TERM SHEET .......................................................................... 102
28 GENERAL TERMS APPLICABLE TO DEBENTURE HOLDERS ................................. 106
29 DISCLOSURES AS PRESCRIBED IN FORM PAS-4 UNDER THE COMPANIES ACT109
30 DISCLOSURES AS PER THE SEBI CIRCULAR NO.
SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 DATED 3 NOVEMBER 2020 ..................... 116
32 MATERIAL DOCUMENTS ............................................................................................... 118
33 DECLARATION BY THE DIRECTOR ............................................................................. 122
34 APPLICATION FORM ....................................................................................................... 124
ANNEXURE I ............................................................................................................................. 129
ANNEXURE II ............................................................................................................................ 145
ANNEXURE III........................................................................................................................... 146
ANNEXURE IV .......................................................................................................................... 147
ANNEXURE V ............................................................................................................................ 154
ANNEXURE VI .......................................................................................................................... 155
ANNEXURE VII ......................................................................................................................... 156
ANNEXURE VIII ........................................................................................................................ 157
ANNEXURE IX .......................................................................................................................... 158
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1 DEFINITIONS
“AGM” Annual General Meeting
“ALM” Asset Liability Management
“Allotment” or “Allot” The Allotment of Debentures
“Application Form” The form used by the recipient of this Private Placement
Memorandum, to apply for subscription to the Debentures.
“Applicant” Persons to whom a copy of this Private Placement Memorandum will

be sent, specifically addressed to such persons, with a view to
offering the Debentures.
“Beneficial Owner” The holder of the Debentures in electronic (dematerialized) form

held through a Depository and whose names is so recorded by the
Depository in the register maintained by it for this purpose.
“BSE” The BSE Limited
“Business Day” A day on which the money market is functioning in Mumbai.
“Board” Board of Directors of the Issuer.
“CDSL” Central Depository Services (India) Limited
“CEO” Chief Executive Officer of the Issuer
“CARE” CARE Ratings Limited
“CRISIL” CRISIL Ratings Limited
“CV” Commercial Vehicle
“Companies Act” The Companies Act, 2013, read with the rules made there under, as
amended from time to time.
“Company” or “Issuer” IndoStar Capital Finance Limited
“Debenture Holder” or A person whose name appears in the Register of Debenture Holders
“Debenture Holders” or in the beneficial ownership record furnished by the Depository.
“Debenture Trustee” IDBI Trusteeship Services Limited (ITSL)
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“Debenture Trust Deed” The trust deed to be entered between the Issuer and the Debenture
Trustee.
“Debentures” 10,000 9.95% ICFL 22-23/Series VI 2025 secured, redeemable,

rated, listed, senior, taxable non-convertible debentures of face value
of INR 1,00,000 each (Indian Rupees one lakh only) amounting upto
INR 100,00,00,000 (Indian Rupees one hundred crore only)
(“Tranche 1”) and 10,000 9.95% ICFL 22-23/Series VII 2024
secured, redeemable, rated, listed, senior, taxable non-convertible
debentures of face value of INR 1,00,000 each (Indian Rupees one
lakh only) amounting upto INR 100,00,00,000 (Indian Rupees one
hundred crore only) with a green shoe option of upto INR
500,00,00,000 (Indian Rupees Five hundred crore only) (“Tranche
2”)
“Depository(ies)” A depository registered with the SEBI in accordance with the SEBI
(Depositories and Participant) Regulations, 1996, as amended from
time to time, and in this case being NSDL and CDSL.
“Depositories Act” Means the Depositories Act, 1996, as amended from time to time.
“DP” or “Depository Means a depository participant as defined in the Depositories Act.

Participant”
“DP-ID” Depository Participant identification number.
“EBM” Electronic Book Mechanism for issuance of Debentures on private

placement basis
“Electronic Book The guidelines issued by SEBI and pertaining to the electronic book
Mechanism Guidelines” mechanism set out in the terms specified by SEBI in its Operational
Circular bearing the reference number
SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 on
“Operational Circular for issue and listing of Non-convertible
Securities, Securitised Debt Instruments, Security Receipts,
Municipal Debt Securities and Commercial Paper” read with SEBI
Circular bearing reference number SEBI/HO/DDHS/
DDHS_Div1/P/CIR/2022/00139 dated October 10, 2022 on “Review
of provisions pertaining to Electronic Book Provider platform” (as
amended from time to time) and related operational circulars issue
by the relevant electronic book platform provider.
“Equity Shares” Equity shares of the Company of face value of INR 10/- (Rupees Ten
only) each.
“Financial Covenants” Means covenants and conditions on the part of the Company to be
observed and performed as set out in Term Sheet, Terms and
Conditions and relevant Annexure appended to this Private
Placement Memorandum.
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“Financial Year” or “FY” Means Financial Year ending March 31 of the relevant financial year,
unless specified otherwise.
“Governmental Authority” Means any national, supranational, regional or local government or

governmental, administrative, fiscal, judicial, or government-owned
body, department, commission, authority, tribunal, agency or entity,
or central bank (or any person, whether or not government owned
and howsoever constituted or called, that exercises the functions of a
central bank), established under Applicable Law.
“ICCL” Indian Clearing Corporation Limited.
“ICA” Inter-Creditor Agreement.
“ICM” Indostar Capital, Mauritius
“Ind As” Indian Accounting Standards
“INR” or “Rs.” or “Rupees” The lawful currency of the Republic of India.
“ISIN” International Securities Identification Number
“IT Act” The Income Tax Act, 1961 as amended from time to time.
“Law” Means all applicable laws, bye-laws, rules, regulations, orders,

ordinances, protocols, codes, guidelines, policies, notices, directions,
judgments, decrees or other requirements or official directive of any
Governmental Authority or Person acting under the authority of any
Governmental Authority and/ or of any statutory authority in India.
“Majority Debenture Means such number of Debenture Holders holding at least 51% of
Holder” the outstanding amount of the Debentures in aggregate.
“Memorandum and Articles Means the Memorandum of Association and Articles of Association
of Association” of the Issuer.
“NEFT” National Electronic Fund Transfer Service.
“NBFC” Means a non-banking financial company incorporated in accordance

with the provisions of the Companies Act and registered with the RBI
in accordance with Section 45-IA of the RBI Act.
Non- Performing Asset is calculated in accordance with the provision

“NPA”
of RBI and includes but not limited to a loan or an advance where:
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(a) The interest and/or instalment of principal remains overdue

for a period of more than 90 (ninety) days in respect of a term
loan, or
(b) The account remains ‘out’ of ‘order’ as indicated below, in

respect of an overdraft / cash credit (“OD” / “CC”), or
(c) The bill remains overdue for a period of more than 90 days
in the case of bills purchased and discounted, or
(d) The instalment of principal or interest thereon remains

overdue for two crop seasons for short duration crops, or
(e) The instalment of principal or interest thereon remains

overdue for one crop season for long duration crops.
“NSDL” National Securities Depository Limited.
“Obligations” All amounts payable or reimbursable by the Company to all or any

of the Debenture Holders or, as the case may be, to the Secured
Parties, pursuant to the terms of any of the Transaction Documents
and all other present and future obligations and liabilities of the
Company to the Secured Parties under the Transaction Documents,
present and future obligations and liabilities (whether financial or
otherwise and whether actual or contingent), as further specified in
the Debenture Trust Deed.
“PAN” Permanent Account Number
“PAS Rules” Companies (Prospectus and Allotment of Securities) Rules, 2014 as

amended from time to time.
“RBI” Reserve Bank of India
“RBI Act” The Reserve Bank of India Act, 1934, as amended from time to time.
“RTA” or “Registrar and Link Intime India Private Limited.

Transfer Agent”
“RTGS” Real Time Gross Settlement System.
“Register of Debenture The register maintained by the Issuer at its registered office as per
Holder” Section 88 of the Companies Act, 2013 containing the names of the
Debenture Holder entitled to receive interest in respect of the
Debentures on the Record Date, and shall include the register of
Beneficial Owners maintained by the Depository under section 11 of
the Depositories Act.
“ROC” Registrar of Companies, Maharashtra situated at Mumbai.
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“Secured Parties” Means the Debenture Holders, the Debenture Trustee, and any
delegate or receiver, attorney, manager, agent or other person
appointed by the Debenture Trustee.
“Security Perfection Date” Means the date falling on the expiry of 30 days from the Deemed
Date of Allotment
“SEBI” Securities and Exchange Board of India.
“SEBI NCS Regulations” SEBI (Issue and Listing of Non-Convertible Securities) Regulations,
2021 read with the applicable circulars, as amended from time to
time.
“SEBI Listing Regulations” SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 read with the applicable circulars, as amended
from time to time.
“SME” Small and Medium Enterprises
1. Debenture Trustee Agreement;

“Transaction Documents”
2. Private Placement Memorandum;
3. PAS-4;
4. the Debenture Trust Deed;
5. Security Documents; and
6. Such other documents as agreed between the Company and

the Debenture Trustee, read with amendments, if any.
“WDM” The wholesale debt market segment of BSE.
“Wilful Defaulter” Means an Issuer who is categorised as a wilful defaulter by any bank
or financial institution or consortium thereof, in accordance with the
guidelines on wilful defaulters issued by the Reserve Bank of India
and includes an issuer whose director or promoter is categorised as
such.
All days on which commercial banks in Mumbai, are open for

“Working Day”
business;
Explanation: For the purpose of this definition, in respect of -

(a) announcement of bid /issue period: working day shall mean
all days, excluding Saturdays, Sundays and public holidays,
on which commercial banks in Mumbai are open for
business;
(b) the time period between the bid/ issue closing date and the
listing of the non-convertible securities on the stock
exchanges: working day shall mean all trading days of the
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stock exchanges for non-convertible securities, excluding

Saturdays, Sundays and bank holidays, as specified by SEBI.
Capitalized terms which have not been defined in this Private Placement Memorandum shall have the
meaning assigned to such term in the Debenture Trust Deed.
2 IMPORTANT NOTICE AND DISCLAIMERS
This Private Placement Memorandum for the issue of Debentures on private placement basis (the
“Document” or the “Private Placement Memorandum”) will be provided to potential investors in
relation to the issue of the Debentures by the Company.
This Private Placement Memorandum is neither a “Prospectus” nor a “Statement in Lieu of Prospectus”
and is prepared in accordance with the SEBI NCS Regulations and with the applicable provisions
relating to private placement offer letter under the Companies Act and the PAS Rules and other
applicable laws, rules, regulations, circulars and guidelines, as amended from time to time. This Private
Placement Memorandum has not been submitted with SEBI for its approval. This Private Placement
Memorandum is intended for private use and should not be construed to be a prospectus and/or an
invitation to the public or a section of the public for subscription to the Debentures under any Laws for
the time being in force. This requirement is for the exclusive use to whom it is delivered and it should
not be circulated or distributed to any third party(ies).
Apart from this Private Placement Memorandum, no other offer document or prospectus has been
prepared in connection with the offering of this Issue nor is such a prospectus required to be registered
under applicable laws. Accordingly, this Private Placement Memorandum has neither been delivered
for registration nor is it intended to be registered under the applicable laws.
All the information contained in this Private Placement Memorandum has been supplied by or on behalf
of the Company and the Company confirms that the Company has taken reasonable care to ensure that
the information is true and accurate in all material respects as at the date of this Private Placement
Memorandum and does not contain any untrue statement of a material fact or omits to state any material
fact necessary to make the statements herein that would be in the light of circumstances under which
they are made, and are not misleading. No person has been authorized to give any information or to
make any representation not contained or incorporated by reference in this Private Placement
Memorandum or in any material made available by the Company to any potential investor pursuant
hereto and, if given or made, such information or representation must not be relied upon as having been
authorized by the Company.
The contents of this Private Placement Memorandum are intended to be used only by those potential
investors to whom it is issued. It is not intended for distribution to any other person and should not be
distributed or reproduced by any such potential investor.
No invitation is being made to any persons other than those to whom Application Forms along with this
Private Placement Memorandum is being sent. Any application by a person to whom this Private
Placement Memorandum and/ or the Application Form has not been sent by the Company shall be
rejected without assigning any reason. The person in receipt of this Private Placement Memorandum
shall maintain utmost confidentiality regarding the contents therein and shall not reproduce or distribute
in whole or in part or make any announcement in public or to any third party regarding its contents,
without the prior written consent of the Issuer.
The purpose of this Private Placement Memorandum is to provide general information about the
Company and to assist recipients, who are willing and eligible to invest in the Debentures. This Private
Placement Memorandum does not purport to contain all the information that any potential investor may
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require. This Private Placement Memorandum is not intended to provide the basis of any credit decision
or other evaluation and should not be regarded; firstly as a recommendation to any recipient to
participate in the Debentures and secondly any recipient of this Private Placement Memorandum should
not consider such receipt a recommendation to purchase any Debentures. Each potential investor should
perform his or its own independent investigation of the financial condition and affairs of the Company,
and his or its own appraisal of the creditworthiness of the Company. Potential investors should consult
their own financial, legal, tax and other professional advisors as to the risks and investment
considerations arising from an investment in the Debentures and such potential investors should possess
the appropriate resources to analyse such investment and the suitability of such investment to their
respective particular circumstances based upon whatever investigations it deems necessary. This Private
Placement Memorandum shall not be considered as a recommendation to purchase the Debentures and
the recipients are urged to determine, investigate and evaluate for themselves the authenticity, origin,
validity, accuracy, completeness, adequacy or otherwise the relevance of the information contained in
this Private Placement Memorandum. It is the responsibility of the investors or potential investors to
also ensure that they will sell these Debentures in strict accordance with this Private Placement
Memorandum and other applicable Laws, so that the sale does not constitute an offer to the public
within the meaning of the Companies Act and other applicable law.
This Private Placement Memorandum is confidential and is made available only to the potential
investors of the Debentures on the understanding that it is confidential. Recipients are not entitled to
use any of the information contained in this Private Placement Memorandum for any purpose other than
in assisting to decide whether to participate in the Issue.
Each person receiving this Private Placement Memorandum acknowledges that:
– such person has been accorded an opportunity to request and to review and has received all
additional information considered by a person to be necessary to verify the accuracy of or to
supplement the information herein.
This Private Placement Memorandum does not constitute, nor may it be used for or in connection with,
an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized
or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken
to permit an offering of the Debentures or the distribution of this Private Placement Memorandum in
any jurisdiction where such action is required. The distribution of this Private Placement Memorandum
in certain jurisdictions may be restricted by Laws. Recipients of this Private Placement Memorandum
are required by the Company to inform themselves about and to observe any such restrictions. No
liability to any person is accepted by the Company and/or its affiliates in relation to the distribution of
this Private Placement Memorandum in any jurisdiction.
This Private Placement Memorandum is made available to the potential investors to the Issue on
the strict understanding that it is confidential. All Investors and potential investors are required
to comply with the relevant regulations and/or guidelines applicable to them. This Private
Placement Memorandum is not intended for distribution to any other person and should not be
reproduced by the recipient.
The Issuer and its directors have not been prohibited from accessing the capital market under any order
or directions passed by SEBI.
DISCLAIMER CLAUSE OF SEBI AND THE STOCK EXCHANGE
The issue of Debentures is being made on a private placement basis and, therefore, filing of this
document with SEBI is not required, however SEBI reserves the right to take up at any point of time,
with the Issuer, any irregularities or lapses in this document.
As required, a copy of this Private Placement Memorandum for the issue of Debentures on private
12
placement basis has been filed with the WDM in terms of SEBI NCS Regulations and all other
provisions of applicable law.
It is to be distinctly understood that submission of this Private Placement Memorandum to the BSE
should not in any way be deemed or construed to mean that the Document has been cleared or approved
by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any
of the contents of this Private Placement Memorandum, nor does it warrant that the Debentures will be
listed or will continue to be listed on the BSE; nor does it take any responsibility for the financial or
other soundness of the Issuer, its promoters, its management or any scheme or project of the Issuer.
DISCLAIMER CLAUSE OF RBI
The Issuer is having a valid certificate of registration dated January 20, 2016 issued by the Reserve
Bank of India (“RBI”) under section 45IA of the RBI Act. However, the RBI does not accept any
responsibility or guarantee about the present position as to the financial soundness of the Company or
for the correctness of any of the statements or representations made or opinions expressed by the
Company and for discharge of liabilities or repayment of deposits by the Company. Neither is there any
provision in law to keep, nor does the Company keep any part of the deposits with the RBI and by
issuing the certificate of registration to the Company, the RBI neither accepts any responsibility nor
guarantee for the payment of the deposit amount to any depositor.
DISCLAIMER CLAUSE OF THE COMPANY
The Company has certified that the disclosures made in this Private Placement Memorandum are
adequate and in conformity with the Companies Act, SEBI guidelines and RBI guidelines in force for
the time being. This requirement is to facilitate investors to take an informed decision for making an
investment in the proposed Issue. The Company accepts no responsibility for statements made
otherwise than in the Private Placement Memorandum or any other material issued by or at the instance
of the Company and that anyone placing reliance on any other source of information would be doing so
at their own risk.
DISCLAIMER CLAUSE OF THE RATING AGENCIES
CRISIL’s ratings are opinions on credit quality and are not recommendations to sanction, renew,
disburse or recall the concerned facilities or to buy, sell or hold any security. CRISIL has based its
ratings on information obtained from sources believed by it to be accurate and reliable. CRISIL does
not, however, guarantee the accuracy, adequacy or completeness of any information and is not
responsible for any errors or omissions or for the results obtained from the use of such information.
Most entities whose bank facilities and/or instruments are rated by CRISIL have paid a credit rating fee,
based on the amount and type of bank facilities and/or instruments.
DISCLAIMER IN RESPECT TO JURISDICTION
The Issue is made in India to investors who shall be specifically approached by the Issuer. This Private
Placement Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures
offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this
Issue will be subject to the exclusive jurisdiction of the courts and tribunals in Mumbai. This Private
Placement Memorandum does not constitute an offer to sell or an invitation to subscribe to the
Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or
invitation in such jurisdiction.
DISCLAIMER OF THE DEBENTURE TRUSTEE
The Issuer confirms that all necessary disclosures have been made in this Private Placement
Memorandum including but not limited to statutory and other regulatory disclosures. Investors should
13
carefully read and note the contents of the Private Placement Memorandum. Each prospective investor
should make its own independent assessment of the merit of the investment in the Debentures and the
Issuer. Prospective investor should consult their own financial, legal, tax and other professional advisors
as to the risks and investment considerations arising from an investment in the Debentures and should
possess the appropriate resources to analyze such investment and suitability of such investment to such
investor’s particular circumstance. Prospective investors are required to make their own independent
evaluation and judgment before making the investment and are believed to be experienced in investing
in debt markets and are able to bear the economic risk of investing in such instruments. The Debenture
Trustee, “ipso facto” does not have the obligations of a borrower or a principal debtor or a guarantor as
to the monies paid or invested by investors for the debentures.
DISCLAIMER FOR ROUNDING OFF NUMBERS
Some numbers are rounded off in this Private Placement Memorandum.
FORWARD LOOKING STATEMENTS
All statements in this Private Placement Memorandum that are not statements of historical fact
constitute “forward looking statements”. All statements regarding the issuer’s expected financial
condition and results of operations, business, plans and prospects are forward looking statements. These
forward looking statements and any other projections contained in this Private Placement Memorandum
(whether made by the Issuer or any third party) are predictions based on the projections arising pursuant
to the latest available financial information which have been disclosed in the audited financial
statements. However, note that these projections may involve known and unknown risks, uncertainties
and other factors that may cause the Issuer’s actual results, performance and achievements to be
materially different from any future results, performance or achievements expressed or implied by such
forward looking statements or other projections. The forward looking statements, if any, contained in
this Private Placement Memorandum are based on the beliefs of the management of the Issuer, as well
as the assumptions made by and information available to management as at the date of this Private
Placement Memorandum. There can be no assurance that the expectations will prove to be correct. The
Issuer expressly disclaims any obligation or undertaking to release any updated information or revisions
to any forward looking statements contained herein to reflect any changes in the expectations or
assumptions with regard thereto or any change in the events, conditions or circumstances on which such
statements are based. Given these uncertainties, recipients are cautioned not to place undue reliance on
such forward looking statements. All subsequent written and oral forward looking statements
attributable to the issuer are expressly qualified in their entirety by reference to these cautionary
statement.
This Private Placement Memorandum is not intended to be (and should not be used as) the basis of any
credit analysis or other evaluation and should not be considered as a recommendation by the issuer or
by any other person who participates in the issue or advice of any sort. It is understood that each
recipient of this Private Placement Memorandum will perform its own independent investigation and
credit analysis of the proposed financing and the business, operations, financial condition, prospects,
creditworthiness, status and affairs of the issuer, based on such information and independent
investigation as it deems relevant or appropriate and without reliance on this Private Placement
Memorandum.
DEBENTURE DOCUMENTS
Notwithstanding any provision or statement to the contrary but subject to the disclosures made in the
Private Placement Memorandum, no statement, provision, information or fact contained in this Private
Placement Memorandum shall result in any defence, disclaimer or waiver or excuse of any obligation
or liability of the Issuer or any of the obligors under the Private Placement Memorandum.
FORCE MAJEURE
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Subject to compliance with applicable laws, the Company reserves the right to withdraw the Issue at
any time prior to the closing date thereof in the event of any unforeseen development adversely affecting
the economic and/or regulatory environment or disruption of operations of any one or more units or
division of the Company due to natural calamity (earthquake, flood, fire etc.) force majeure or events
such as strikes, lockouts, epidemic, pandemic, outbreaks of infectious disease or any other public health
crisis, including quarantine or other employee restrictions; act of authority whether lawful or unlawful,
compliance with any law or governmental order, rule, regulation or direction, curfew restriction,
expropriation, compulsory acquisition, seizure of works, requisition. In such an event, the Company
will refund the application money, if any, collected in respect of that Issue without assigning any reason.
EACH PERSON RECEIVING THIS PRIVATE PLACEMENT MEMORANDUM

ACKNOWLEDGES THAT:
Such person has been afforded an opportunity to request and to review and has received all additional
information considered by it to be necessary to verify the accuracy of or to supplement the information
herein. Each such person (i) is a knowledgeable and sophisticated investor; (ii) have the expertise in
assessing the credit, market and all the other risks involved in purchasing the Debentures; (iii) has done
its own independent assessment and analysis of the Issue; (iv) understands that, by purchase or holding
of the Debentures, it is assuming and is capable of bearing the risk of loss that may occur with respect
to Debentures, including the possibility that it may lose all or a substantial portion of investment.
The Issuer does not undertake to update the Private Placement Memorandum to reflect subsequent
events after the date of the Private Placement Memorandum. Neither the delivery of this Private
Placement Memorandum nor any sale of Debentures made hereunder shall, under any circumstances,
constitute a representation or create any implication that there has been no change in the affairs of the
Issuer since the date hereof.
The distribution of this Private Placement Memorandum and the offering and sale of the Debentures
may be restricted by law in certain jurisdictions. Persons into whose possession this Private Placement
Memorandum comes are required to inform themselves about and to observe any such restrictions. The
Private Placement Memorandum is made available to investors in the Issue on the strict understanding
that the contents hereof are strictly confidential.
It is the responsibility of investors to ensure that any transfer of the Debentures is in accordance with
this Private Placement Memorandum and the applicable laws and ensure that the same does not
constitute an offer to the public.
The information and data contained herein is submitted to each of the recipient of this Private Placement
Memorandum on a strictly private and confidential basis. By accepting a copy of this Private Placement
Memorandum, each recipient agrees that neither it nor any of its employees or advisors will use the
information contained herein for any purpose other than evaluating the subscription to the Issue or will
divulge to any other party any such information. This Private Placement Memorandum must not be
photocopied, reproduced, extracted, or distributed in full or in part to any person other than the recipient
without the prior written consent of the Issuer.
The Issuer accepts no responsibility for statements made other than in this document or any other
material expressly stated to be issued by or at the instance of the Issuer in connection with the Issue of
this series of debentures and that anyone placing reliance on any other source of information would be
doing so at their or its own risk.
CAUTIONARY NOTE
No person including any employee of the Issuer has been authorized to give any information or to make
any representation not contained in this Private Placement Memorandum. Any information or
representation not contained herein must not be relied upon as having being authorized by or on behalf
15
of the Issuer. Neither the delivery of this Private Placement Memorandum at any time nor any statement
made in connection with the offering of the Debentures shall under the circumstances imply that any
information and/or representation contained herein is correct at any time subsequent to the date of this
Private Placement Memorandum. The distribution of this Private Placement Memorandum or the
Application Forms and the offer, sale, pledge or disposal of the Debentures may be restricted by law in
certain jurisdictions.
3 RISK FACTORS
Risk factors
The Issuer believes that the following risk factors may affect its ability to fulfil its obligations
in respect of the Debentures issued under this Private Placement Memorandum. All these
factors are contingencies which may or may not occur and the Issuer is not in a position to
express a view on the likelihood of any such contingency occurring.
The Issuer believes that the factors described below also represent the principal risks inherent
in investing in Debentures issued under this Private Placement Memorandum, but the inability
of the Issuer, as the case may be, to pay coupon, principal or other amounts on or in connection
with any Debentures may occur for other reasons and the Issuer does not represent that the
statements below regarding the risks of holding any Debentures are exhaustive.
Investors should consider the following risk factors carefully before making any decision to
invest in the Debentures issued under this Private Placement Memorandum.
The risks described below may not be the only risk we may face. Additional risks and
uncertainties not presently known to us or that we currently believe to be immaterial may also
adversely affect our business, financial condition, results of operations and cash flows.
Unless specified in the relevant risk factors, the Company is not in a position to quantify the
financial or other implications of any risks mentioned herein below.
3.1 Business Risks
3.1.1 We are affected by volatility in interest rates for both our lending and treasury operations,
which could cause our net interest income to vary and consequently affect our
profitability.
Our results of operations depend substantially on the level of our net interest income, which is
the difference between our interest and other income charges, and interest expense and other
borrowing costs. Any change in interest rates would affect our interest expense on our floating
interest-bearing liabilities as well as our net interest income and net interest margins. Any
increase in our cost of funds may lead to a reduction in our net interest margin, or require us to
increase interest rates on loans disbursed to customers in the future to maintain our net interest
margin.
Our interest income is affected by any volatility in interest rates in our lending operations.
Interest rates are highly sensitive to many factors beyond our control, including the monetary
policies of the RBI, deregulation of the financial sector in India, domestic and international
economic and political conditions and other factors, which have historically generated a
relatively high degree of volatility in interest rates in India. Moreover, if there is an increase in
the interest rates we pay on our borrowings that we are unable to pass to our customers, we may
find it difficult to compete with our competitors, who may have access to low-cost funds or
lower cost deposits. Further, to the extent our borrowings are linked to market interest rates, we
may have to pay interest at a higher rate than lenders that borrow only at fixed interest rates. In
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a declining interest rate environment, if our cost of funds does not decline simultaneously or to
the same extent as the yield on our interest-earning assets, it could lead to a reduction in our net
interest income and net interest margin.
Fluctuations in interest rates may also adversely affect our treasury operations. In a rising
interest rate environment, especially if the rise is sudden or sharp, we could be adversely
affected by the decline in the market value of our securities portfolio and other fixed income
securities. In addition, we currently do not enter into any interest rate hedging instruments to
protect against interest rate volatility. Our inability to effectively and efficiently manage interest
rate variations and our failure to pass on increased interest rates on our borrowings may cause
our net interest income to decline, which would decrease our return on assets and could
adversely affect our business, future financial performance and result of operations.
3.1.2 We have expanded our geographical footprint which may adversely affect results of
operations and financial condition
As we expand our geographic footprint, our business may be exposed to additional challenges,
including obtaining necessary governmental approvals, identifying and collaborating with local
business partners with whom we may have no existing relationship; successfully marketing our
products in markets in which we have no familiarity; attracting customers in a market in which
we do not have significant experience or visibility; being subject to additional local taxes;
attracting and retaining new employees; expanding our technological infrastructure;
maintaining standardized systems and procedures; and adapting our marketing strategy and
operations to new markets in India in which different languages are spoken. To address these
challenges, we may have to make significant investments that may not yield desired results or
incur costs that we may not be able to recover. Our inability to expand our current operations
may adversely affect our business, financial condition and results of operations.
Further, as we enter geographical regions and new markets, we are likely to compete with not
only other banks and financial institutions but also the local unorganized or semi-organized
private financiers, who are more familiar with local regulations, business practices and customs,
and may have stronger relationships with target customers. For instance, a number of states in
India have enacted laws to regulate money lending transactions. These laws establish a
maximum rate of interest that can be charged. There is ambiguity on whether NBFCs are
required to comply with provisions of these state money lending laws. There are severe civil
and criminal penalties for non-compliance with the relevant money lending statutes. If it is
judicially determined or clarified by relevant authorities that such statutes apply to NBFCs, our
expansion in such states could be hindered.
3.1.3 We have experienced significant growth in recent years and we may not be able to sustain
our growth or manage it effectively.
We have experienced significant growth in recent years. Sustained growth puts pressure on our
ability to effectively manage and control historical and emerging risks. Our inability to
effectively manage any of these issues may adversely affect our business growth and, as a result,
impact our businesses, prospects, financial condition and results of operations.
We also intend to continue to increase and diversify our customer base and delivery channels.
With the launch of new businesses, particularly vehicle finance businesses, we have
significantly increased the scope of our branch network and we intend to continue to add new
branches over the next few years.
Such further expansion will increase the size of our business and the scope and complexity of
our operations and will involve significant start-up costs to establish such branches. We may
not be able to effectively manage this growth or achieve the desired profitability in the expected
17
timeframe or at all and may not be able to reflect improvement in other indicators of financial
performance from the expansion. In addition, the growth and contribution to our revenue from
new branches may be slower or smaller compared to the rest of our business. We may not be
able to identify real estate to lease for new branches in a cost effective manner or without delays
or relocate branches that do not meet our standards of success, including profitability, to
desirable locations. We cannot assure you that we will be successful in achieving our target
benchmark level of efficiency and productivity in our new branches and our success will depend
on various internal and external factors, some of which are not under our control.
3.1.4 As a consequence of a larger branch network, we may also be exposed to certain additional
risks, including:
• difficulties arising from operating a larger and more complex organization;
• the failure to manage a geographically-diverse branch presence and to efficiently and

optimally allocate management, technology and other resources across our branch network;
• the failure to manage third-party service providers in relation to any outsourced services;
• difficulties in the integration of new branches with our existing branch network;
• difficulties in supervising local operations from our centralized locations;
• difficulties in hiring skilled personnel in sufficient numbers to operate the new branches
locally and management to supervise such operations from centralized locations;
• the failure to compete effectively with competitors in new locations;
• the failure to maintain the level of customer service in the new branches, which may
adversely affect our brand and reputation;
• higher technology support services cost and operational risks;
• difficulties arising from coordinating and consolidating corporate and administrative

functions, including integration of internal controls and procedures; and
• unforeseen legal, regulatory, property, labour or other issues.
• Any disruption in our sources of funding could adversely affect our liquidity and financial
condition.
The liquidity and profitability of our business depend, in large part, on our timely access
to, and the costs associated with, raising funds. Our funding requirements historically have
been met from various sources, including bank loans and working capital facilities, non-
convertible debentures, commercial paper and equity. Our business depends and will
continue to depend on our ability to access a variety of funding sources. Our ability to raise
funds at competitive rates depends on various factors including our current and future
results of operations and financial condition, our risk management policies, our credit
ratings, our brand equity, the regulatory environment and policy initiatives in India and
developments in the international markets affecting the Indian economy.
Changes in economic, regulatory and financial condition or any lack of liquidity in the
market could adversely affect our ability to access funds at competitive rates, which could
adversely affect our liquidity and financial condition.
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3.1.5 Our business may be adversely affected if we are unable to provide for higher levels of
NPAs.
Our Company is required to adhere to provisioning requirements related to advances (standard

and / or non-performing) made by it pursuant to the Master Directions - Non- Banking Financial
Company - Systemically Important Non-Deposit taking Company and Deposit taking Company
(Reserve Bank) Directions, 2016, as amended (“Master Directions”) and the Ind AS issued
under the Companies Act. Further, our Subsidiary, IndoStar Home Finance Private Limited, is
required to make provision for advances (standard and / or non-performing) in accordance with
the Master Directions - Non- Banking Financial Company - Housing Finance Company
(Reserve Bank) Directions, 2021, as amended from time to time, the Ind AS issued under the
Companies Act and such other circulars / directions issued by RBI. In case of rise in level of
non-performing assets, the Company and/or IndoStar Home Finance Private Limited will be
required to provide for such assets at increased rates which may adversely affect our business,
financial condition and results of operations.
3.1.6 We depend on the accuracy and completeness of information about customers and
counterparties, shared by them or on behalf of them, for certain key elements of our credit
assessment and risk management process. Any misrepresentation, errors in or
incompleteness of such information could adversely affect our business and financial
performance.
In deciding whether to extend credit or enter into other transactions with customers, for certain
key elements of the credit assessment process, we rely on information furnished to us by or on
behalf of customers (including in relation to their financial transactions and past credit history).
We may also rely on certain representations from our customers as to the accuracy and
completeness of that information. For ascertaining the creditworthiness and encumbrances on
collateral we may depend on the respective registrars and sub-registrars of assurances, credit
information companies or credit bureaus, and on independent valuers in relation to the value of
the collateral, and our reliance on any misleading information given may affect our judgement
of credit worthiness of potential borrowers, and the value of and title to the collateral, which
may affect our business, prospects, results of operations and financial condition. We may
receive inaccurate or incomplete information as a result of negligence or fraudulent
misrepresentation. Our risk management measures may not be adequate to prevent or deter such
activities in all cases, which may adversely affect our business prospects, financial condition
and results of operations.
Further, we are increasing our focus on self-employed and middle income individuals and
businesses that have limited or no access to formal banking and finance channels. A significant
number of such customers maybe first time buyers of financial products and often may not have
credit histories supported by tax returns and other documents that would enable us to accurately
assess their creditworthiness. We may also not receive updated information regarding any
change in the financial condition of our customers or may receive inaccurate or incomplete
information as a result of any fraudulent misrepresentation by our customers or employees.
Moreover, the availability of accurate and comprehensive credit information on retail customers
and small businesses in India is more limited than for larger corporate customers, which reduces
our ability to accurately assess the credit risk associated with such lending. Although as part of
our credit policy, we are required to conduct credit checks of all our customers, including with
credit bureaus, conduct site-visits (wherever relevant) and personal discussions, there can be no
assurance that such credit information will be accurate or comprehensive. Difficulties in
assessing credit risks associated with our day-to-day lending operations may lead to an increase
in the level of our non-performing and restructured assets, which could adversely affect our
business prospects, financial condition and results of operations.
3.1.7 We have significant exposure to certain sectors and to certain borrowers and if these
19
exposures become non-performing, such exposures could increase the level of non-
performing assets in our portfolio and affect our business, future financial performance
and results of operations and the quality of our asset portfolio.
Our Company has significant exposure in real estate, financial services and infrastructure
sectors in India and may continue to have significant concentration of loans in these sectors.
Any significant negative trends or financial difficulties in this sector could increase the level of
non-performing assets in our portfolio and may adversely affect our business, financial
performance and results of operations.
Our real estate finance loans typically have higher average loan sizes in comparison to our other
loan products. Furthermore, real estate finance loans may be exposed to risks related to time
and cost overruns and related increases. Factors such as third party performance risks, delays
in obtaining the requisite approvals, environmental risks, changes in market conditions, changes
in government or regulatory policies, permits, licenses or certifications from the relevant
authorities as well as shortages of, or material increases in prices of, construction materials,
equipment, technical skills and labor, or other unforeseeable problems and circumstances may
lead to delays in, or prevent the completion of, real estate development projects and result in
costs substantially exceeding those originally budgeted, which may affect real estate
developers’ ability to repay their loans.
3.1.8 Our indebtedness has increased significantly over the years and we are subject to certain
conditions and restrictions in terms of our financing arrangements, which restrict our
ability to conduct our business and operations in the manner we desire.
Our total borrowings have increased significantly over the years. Our level of indebtedness has
important consequences to us, such as:
(a) increasing our vulnerability to general adverse economic, industry and competitive
conditions;
(b) limiting our flexibility in planning for, or reacting to, changes in our business and
the industry;
(c) affecting our credit rating;
(d) limiting our ability to obtain additional financing in the future at competitive terms;
(e) affecting our capital adequacy requirements; and
(f) increasing our interest expenditure.
Most of our financing arrangements are secured by our movable and immovable assets. Certain
of our financing agreements also include certain conditions and covenants requiring us to
maintain stipulated financial ratios and obtain consents from lenders prior to carrying out certain
activities and entering into certain transactions.
Any failure to satisfactorily comply with any material condition or material covenant under our
financing agreements (including technical defaults) or inability to repay our loans as and when
due, may lead to a termination of one or more of our credit facilities, acceleration of amounts due
under such facilities, and enforcement of events of default as well as cross-defaults under certain
of our other financing agreements, any of which may individually or in aggregate, have an
adverse effect on our operations, financial position and credit rating. In the event our business
suffers or our customers are not able to repay their borrowings, we may be unable to meet our
repayment obligations under our financing arrangements. If the lenders of a material amount of
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the outstanding loans declare an event of default simultaneously, our Company may be unable to
pay its debts when they fall due. Further, under some of the financing arrangements, the Issuer
may be required to inform / obtain prior approval of the lenders / debentures holders / debenture
trustee for various actions. Such prior approvals, consents and intimations, as may be applicable
are specified in the Debenture Trust Deed.
3.1.9 We may require additional financing for our business operations and the failure to obtain
additional financing on terms commercially acceptable to us may adversely affect our
ability to grow and our future profitability.
We may require additional capital for our business operations. The actual amount and timing
of our future capital requirements may differ from estimates as a result of, among other things,
unforeseen delays or cost overruns in developing our products, changes in business plans due
to prevailing economic conditions, unanticipated expenses and regulatory changes, including
any changes to RBI’s monetary policies which are applicable to us. To the extent our planned
expenditure requirements exceed our available resources; we will be required to seek additional
debt or equity financing. Additional debt financing could increase our interest costs and require
us to comply with additional restrictive covenants in our financing agreements.
Our ability to obtain additional financing on favourable terms, if at all, will depend on a number
of factors, including our future financial condition, results of operations and cash flows, the
amount and terms of our existing indebtedness, security, our track record of compliance of the
covenants contained in our financial agreements, general market conditions and market
conditions for financing activities and the economic, political and other conditions.
We cannot assure you that we will be able to raise additional financing on acceptable terms in
a timely manner or at all. Our failure to renew arrangements for existing funding or to obtain
additional financing on acceptable terms and in a timely manner could adversely impact our
ability to incur capital expenditure, our business, results of operations and financial condition.
3.1.10 Any downgrade in our credit ratings could increase borrowing costs and adversely affect
our access to capital and lending markets and could also affect our interest margins,
business, results of operations and financial condition.
The cost and availability of debt capital depends in part on our short-term and long-term credit
ratings.
Credit ratings reflect the opinions of ratings agencies on our financial strength, operating
performance, strategic position and ability to meet our obligations. Certain factors that
influence our credit ratings may be outside of our control. Our long-term debt is presently rated
as:
1. CRISIL AA- by CRISIL Ratings Limited. Instruments with this rating are considered to
have high degree of safety regarding timely servicing of financial obligations. Such
instruments carry very low credit risk;
2. CARE A+ and CARE PP-MLD A+; (market linked debentures) by CARE Ratings Limited.
Instruments with this rating are considered to have adequate degree of safety regarding
timely servicing of financial obligations. Such instruments carry low credit risk;
CRISIL Ratings Limited, CARE Ratings Limited and ICRA Limited have each rated our
commercial paper debt as CRISIL A1+, CARE A1+ and ICRA A1+ respectively. Instruments
with this rating are considered to have very strong degree of safety regarding timely payment
of financial obligations. Such instruments carry lowest credit risk.
21
Any downgrade in our credit ratings could increase borrowing costs and adversely affect our
access to capital and debt markets, which could in turn adversely affect our interest margins,
our business and results of operations and cash flows. In addition, any downgrade in our credit
ratings could increase the probability that our lenders impose additional terms and conditions
to any financing or refinancing arrangements we enter into in the future. Further, any
downgrade in our credit ratings may also trigger an event of default or acceleration of certain
of our current or future borrowings.
3.1.11 As an NBFC, non-compliance with the RBI’s observations, if any, made during its
periodic inspections could expose us to penalties and restrictions.
As an NBFC, we are subject to periodic inspection by the RBI under section 45N of the RBI
Act, pursuant to which the RBI inspects our books of accounts and other records for the purpose
of verifying the correctness or completeness of any statement, information or particulars
furnished to the RBI. While the Company seek to comply with all regulatory provisions
applicable to us, in the event we are unable to comply with the observations made by the RBI,
we could be subject to penalties and restrictions which may be imposed by the RBI. Imposition
of any penalty or adverse findings by the RBI during the ongoing or any future inspections may
have an adverse effect on our business, results of operations, financial condition and reputation.
3.1.12 The regulatory requirement to maintain a stipulated capital adequacy ratio could restrict
our future business growth.
As a systemically important non-deposit taking NBFC, our Company is required to maintain a

minum capital adequacy ratio on an ongoing basis.
If we continue to grow our total credit exposure and asset base, we will be required to raise
additional capital in order to continue to meet applicable capital adequacy ratios with respect
to our business. There can be no assurance that we will be able to raise adequate additional
capital in the future on terms favorable to us or at all, which could result in non-compliance
with applicable capital adequacy ratios and may adversely affect the growth of our business.
3.1.13 Our risk management measures may not be fully effective in mitigating our risks in all
market environments or against all types of risks, which may adversely affect our business
and financial performance.
We are exposed to a variety of risks, including liquidity risk, interest rate risk, credit risk,
operational risk and legal risk. The effectiveness of our risk management is limited by the
quality and timeliness of available data. Our risk management techniques may not be fully
effective in mitigating our risks in all market environments or against all types of risk, including
risks that are unidentified or unanticipated. Some methods of managing risks are based upon
observed historical market behaviour. As a result, these methods may not predict future risk
exposures, which could be greater than the historical measures indicated.
Other risk management methods depend upon an evaluation of information regarding markets,
customers or other matters. This information may not in all cases be accurate, complete, current,
or properly evaluated. Management of operational, legal or regulatory risk requires, among
other things, policies and procedures to properly record and verify a number of transactions and
events.
Although we have established policies and procedures, they may not be fully effective. Our
future success will depend, in part, on our ability to respond to new technological advances and
evolving NBFCs, standards and practices in the sectors we cater to, on a cost-effective and
timely basis. The development and implementation of standards and practices entails significant
technical and business risks. There can be no assurance that we will successfully implement
22
new technologies or adapt our transaction-processing systems to customer requirements or

evolving market standards.
3.1.14 Any failure, inadequacy and security breach in our information technology systems may
adversely affect our business.
Our operations depend on our ability to process a large number of transactions on a daily basis
across our network of offices, most of which are connected through computer systems and
servers to our head office. Our expansion plans will require us to invest more in information
technology which may prove to be unsuccessful. Our financial, accounting, underwriting or
other data processing systems may fail to operate adequately or become disabled as a result of
events that are beyond our control, including a disruption of electrical or communications
services. Our ability to operate and remain competitive will depend in part on our ability to
maintain and upgrade our information technology systems on a timely and cost-effective basis.
The information available to and received by our management through our existing systems
may not be timely and sufficient to manage risks or to plan for and respond to changes in market
conditions and other developments in our operations. We may experience difficulties in
upgrading, developing and expanding our systems quickly enough to accommodate our
growing customer base and range of products. Our operations also rely on the secure
processing, storage and transmission of confidential and other information in our computer
systems and networks. Our computer systems, servers, software, including software licensed
from vendors and networks may be vulnerable to unauthorized access, computer viruses or
other malicious code and other events that could compromise data integrity and security and
result in identity theft including customer data, customer KYC documents (including identity
proofs, income and tax statements and bank account details), employee data and propriety
business data, for which we could potentially be liable. Any failure to effectively maintain or
improve or upgrade our management information systems in a timely manner could adversely
affect our competitiveness, financial position and results of operations. Moreover, if any of
these systems do not operate properly or are disabled or if there are other shortcomings or
failures in our internal processes or systems, it could affect our operations or result in financial
loss, disruption of our businesses, regulatory intervention or damage to our reputation. In
addition, our ability to conduct business may be adversely impacted by a disruption in the
supporting infrastructure.
3.1.15 We may be exposed to potential losses due to a decline in value of assets secured in our
favor, and due to delays in the enforcement of such security upon default by our
borrowers.
Our total credit exposure, is secured by a mix of movable and immovable assets or other forms
of collateral, depending on the nature of the loans. The value of certain types of collaterals may
decline due to inherent operational risks, the nature of the asset secured in our favor and adverse
market and economic conditions (both global and domestic). For example, the value of the
vehicle, is subject to depreciation, deterioration, and/or a reduction in value on account of a
number of factors (such as wear and tear), over the course of time. Consequently, the realizable
value of the collateral for the loan provided by us, when liquidated, may be lower than the
outstanding loan from such customers. Any default in repayment of the outstanding credit
obligations by our customers may expose us to losses. Furthermore, in the case of a default, we
typically repossess the commercial vehicles financed and sell such vehicles through auctions.
The hypothecated vehicles, being movable property, may be difficult to locate or seize in the
event of any default by our customers.
In the event of default by our customers, there can be no assurance that we will be able to sell
our collateral including property, machinery, stock or vehicles provided as security at all or at
prices sufficient to cover the amounts under borrower defaults, or that we would be able to
invoke other securities, such as personal guarantees, due to among other things, unforeseen
23
delays in our ability to take immediate action, winding up and foreclosure proceedings, defects
in title, defects in perfection of the collateral or documentation relevant to the assets, stock
market downturns, fraudulent transfers by our customers, difficulty in locating movable assets
and the necessity of obtaining regulatory approvals and/or court orders for the enforcement of
our collateral over those assets. Further, certain ownership documents of the immovable
properties that are mortgaged to us may not be duly registered or adequately stamped. Failure
to adequately stamp and register a document may render the document inadmissible in
evidence. Consequently, should any default arise in relation to the corresponding loans, we may
be unable to, or may incur additional expenses to, enforce our rights in relation to such
mortgaged properties. Further, if any of our borrowers take recourse of arbitration or litigation
against our repayment claims, it may cause a further delay in our recovery process leading to
depreciation of the secured asset. A failure or delay in recovering the expected value from sale
of collateral could expose us to a potential loss. Any such losses could adversely affect our
business prospects, financial condition and results of operations. As a result, if our customers
default, we may receive less money from liquidating collateral than is owed under the relevant
financing facility, and, in turn, incur losses, even where we successfully repossess and liquidate
the collateral, thereby adversely affecting our business, future financial performance and results
of operations.
In addition, we may face additional delay and expense in conducting an auction to sell the
collateral and may face significant delay in repossessing collateral, as litigation against
defaulting customers, even if governed by an arbitration clause, can be slow and expensive in
India. In the event a specialized regulatory agency gains jurisdiction over the borrower, creditor
actions can be further delayed. In the event of any inability or delay in the repossession and
liquidation of the collateral securing loans in default, we may incur losses, which could
adversely affect our results of operations and financial condition.
3.1.16 We may face asset-liability mismatches, which could affect our liquidity and consequently
may adversely affect our operations and profitability.
We face potential liquidity risks because our assets and liabilities mature over different periods.
As is typical for NBFCs, we meet a portion of our funding requirements through short-term
funding sources, such as by issuing commercial papers, short-term loans from banks and non-
convertible debentures. The majority of our total credit exposure, however, mature over the
medium term. Consequently, our inability to obtain additional credit facilities or renew our
existing credit facilities in a timely and cost-effective manner or at all may lead to mismatches
between our assets and liabilities, which in turn may adversely affect our operations and
profitability.
3.1.17 A small portion of our collections from customers is in cash, exposing us to certain
operational risks.
A small portion of our collections from our customers is in cash and such cash collections
expose us to the risk of theft, fraud, misappropriation or unauthorized transactions by
employees responsible for dealing with such cash collections. These risks are exacerbated by
the high levels of responsibility we delegate to our employees and the geographically dispersed
nature of our network.
As we grow our retail presence, the cash collections are likely to increase. While we have taken
insurance policies, including coverage for cash in safes and in transit, and undertaken measures
to detect and prevent unauthorized transactions, fraud or misappropriation, this may not be
sufficient to prevent or deter such activities in all cases, which may adversely affect our
operations and profitability. Further, we may be subject to regulatory or other proceedings in
connection with any unauthorized transactions, fraud or misappropriation by our
representatives and employees, which could adversely affect our goodwill. We may also be
24
party to criminal proceedings and civil litigation related to our cash collections.
3.1.18 We require certain statutory and regulatory approvals for conducting our business and
our inability to obtain, retain or renew them in a timely manner, or at all, may adversely
affect our operations.
We require certain statutory and regulatory approvals for conducting our business and may also
need additional approvals from regulators in connection with other fee-based products to our
customers. We are also required to comply with the prescribed requirements including exposure
limits, classification of NPAs, KYC requirements and other internal control mechanisms. We
also obtain licenses and approvals to operate our various lines of business and in the future, we
will be required to maintain such permits and approvals and obtain new permits and approvals
for any proposed expansion strategy or diversification into additional business lines or new
financial products. We may not be able to obtain such approval in a timely manner or at all.
In addition, our various offices are required to be registered under the relevant shops and
establishments laws of the states and also require a trade license in municipal limits of certain
states. The shops and establishment laws regulate various employment conditions, including
working hours, holidays and leave and overtime compensation. Certain approvals may have
lapsed in their normal course and our Company has either made an application to the
appropriate authorities for renewal of such registration or is in the process of making such
applications. A court, arbitration panel or regulatory authority may in the future find that we
have not complied with applicable legal or regulatory requirements. We may also be subject to
lawsuits or arbitration claims by customers, employees or other third parties in the different
state jurisdictions in India in which we conduct our business. If we fail to obtain or retain any
of these approvals or licenses, or renewals thereof, in a timely manner or at all, our business
may be adversely affected. If we fail to comply, or a regulator claims we have not complied,
with any of these conditions, our certificate of registration may be suspended or cancelled and
we shall not be able to carry on such activities. We may also incur substantial costs related to
litigation if we are subject to significant regulatory action, which may adversely affect our
business, future financial performance and results of operations.
3.1.19 All of our offices and branches are located in leased premises and non-renewal of lease
agreements or their renewal on terms unfavorable to us could adversely affect our
operations.
All of our offices (including our registered and corporate office) and branches are located in
leased premises. Further, as we expand our branch network in line with our growth strategy,
we expect the number of leased branches to increase significantly as all of our new branches
are expected to open on leased premises. If any of the owners of these premises do not renew
the agreements under which we occupy the premises, or if they seek to renew such agreements
on terms and conditions unfavorable to us, or if they terminate the agreement we may suffer a
disruption in our operations or increased costs, or both, which may adversely affect our business
and results of operations. All or any of the leases may not be renewed on similar terms or at all,
or we may be evicted from all or a number of these premises and be required to pay damages
to the landlord. This may adversely impact our business and financial condition.
3.1.20 We have in the past entered into related party transactions and may continue to do so in
the future
We have entered into various transactions with related parties. While we believe that all such
transactions have been conducted on an arm’s length basis and contain commercially
reasonable terms, we cannot assure you that we could not have achieved more favorable terms
had such transactions been entered into with unrelated parties. It is likely that we may enter into
related party transactions in the future. Although all related party transactions that we may enter
25
into post-listing, will be subject to audit committee, board or shareholder approval, as necessary
under the Companies Act and the SEBI Listing Regulations, we cannot assure you that such
transactions, individually or in the aggregate, will not have an adverse effect on our financial
condition and results of operations or that we could not have achieved more favorable terms if
such transactions had not been entered into with related parties.
3.1.21 Any non-compliance with mandatory Anti-Money Laundering and Know Your Customer
policies could expose us to additional liability and harm our business and reputation.
In accordance with the requirements applicable to us, we are mandated to comply with anti-
money laundering (“AML”) and know your client (“KYC”) regulations in India. These laws
and regulations require us, among other things, to adopt and enforce AML and KYC policies
and procedures. While we have adopted policies and procedures aimed at collecting and
maintaining all AML and KYC related information from our customers in order to detect and
prevent the use of our banking networks for illegal money-laundering activities, there may be
instances where we may be used by other parties in attempts to engage in money-laundering
and other illegal or improper activities.
In addition, a number of jurisdictions (including India) have entered into, or have agreed in
substance to, intergovernmental agreements with the United States to implement certain
provisions of the U.S. Internal Revenue Code of 1986, commonly known as FATCA. Pursuant
to these provisions, as part of our KYC processes, we are required to collect and report certain
information regarding US persons having accounts with us.
There can be no assurance that we will be able to fully control instances of any potential or
attempted violation by other parties and may accordingly be subject to regulatory actions,
including imposition of fines and other penalties by the relevant government agencies to whom
we report including the Financial Intelligence Unit - India. Our business and reputation could
suffer if any such parties use or attempt to use us for money-laundering or illegal or improper
purposes and such attempts are not detected or reported to the appropriate authorities in
compliance with applicable regulatory requirements.
3.2 Debenture Related Risks
3.2.1 Repayment of principal or coupon is subject to the credit risk of the Company
Investors should be aware that receipt of the principal amount, coupon amount and any other
amounts that may be due in respect of the Debentures is subject to the credit risk of the
Company and the potential investors assume the risk that the Issuer may not be able to satisfy
their obligations under the Debentures. In the event that bankruptcy proceedings or
composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted
by or against the Company, the payment of sums due on the Debentures may be substantially
reduced or delayed.
3.2.2 Risk in full recovery of the security in case of Enforcement
In the event that the Issuer is unable to meet its payment and other obligations towards the
Debenture Holders under the terms of the Debentures, the Debenture Trustee may enforce the
security interest created over the Secured Hypothecated Properties as per the terms of Security
Documents, and other related documents. The Debenture Holders recovery in relation to the
Debentures will be subject to (i) the market value of such Secured Hypothecated Properties, (ii)
finding willing buyers for the security at a price sufficient to repay the investors amounts
outstanding under the Debentures. The value realized from the enforcement of the security may
be insufficient to redeem the Debentures.
26
3.2.3 No Debenture Redemption Reserve
Pursuant to the Rule 18(7)(b)(iii) of the Companies (Share Capital and Debentures) Rules, 2014
as amended from time to time ("Share Capital and Debentures Rules”), listed companies
which are registered as non-banking financial companies (NBFCs) with the RBI are not
required to create a debenture redemption reserve for any privately placed debentures.
Accordingly, no debenture redemption reserve is being created for the present Issue.
3.2.4 Tax Considerations and Legal Considerations
Special tax, accounting and legal considerations may apply to certain types of Investors.
Prospective Investors are urged to consult with their own tax and legal advisors to determine
any tax and legal implications of investment in Debentures.
3.3 Market Risks
3.3.1 We are exposed to significant market risk that could impair the value of our investment
portfolio and adversely affect our business, results of operations and financial condition.
Changes in prevailing interest rates could affect our investment returns, which in turn could
affect our investment income, results of operations and prospects. While falling interest rates
could result in an increase in the mark-to-market value of our debt portfolio, they also subject
us to reinvestment risk, which could result in the portfolio yields falling. Accordingly, declining
interest rates could have an adverse effect on our investment income, results of operations,
financial condition, cash flows and prospects. On the other hand, an increase in interest rates
could also adversely affect our profitability. Even though an increase in interest rates could
result in an increase in investment returns on our newly added fixed income assets, it could also
result in a reduction in the value of our existing fixed income assets reducing the mark-to-
market value of such instruments. Interest rates are highly sensitive to inflation and other factors
including, government monetary and tax policies, domestic and international economic and
political considerations, regulatory requirements and other factors beyond our control. Any
adverse effect on the factors affecting equity markets in India could affect our investment
returns, which in turn could affect our results of operations, financial condition, cash flows and
prospects.
3.3.2 Credit risks related to our investments, loans and advances may expose us to significant
losses.
We are exposed to credit risks in relation to our investments. The value of our debt portfolio
could be affected by changes in the credit rating of the issuer of the securities as well as by
changes in credit spreads in the bond markets. In addition, issuers of the debt securities that we
own may default on principal and interest payments. We cannot assure you that we are able to
identify and mitigate credit risks successfully. As a result, a probable downgrade in the credit
rating of the debt securities owned by us may lead to a reduction in value of our debt portfolio,
and have an adverse effect on our financial condition, results of operations and prospects. Our
investments in unsecured debt instruments may carry an interest rate lower than the market rate.
Further, the counterparties in our investments, including issuers of securities we hold,

counterparties of any derivative transactions that we may enter into, banks that hold our deposits
and debtors, may default on their obligations to us due to bankruptcy, lack of liquidity,
economic downturns, operational failure, fraud or other reasons. We are also subject to the risk
that our rights against these counterparties may not be enforceable in all circumstances. In
addition, we provide loan and advances to parties, including related parties. If such parties delay
or default in repaying such loans and advances, we may incur significant losses.
27
3.3.3 Risk Factor with respect to disclosure of audited financial info older than 6 months
This Private Placement Memorandum includes certain unaudited financial information, which
has been subjected to limited review, in relation to our Company i.e. it includes limited review
financial results in relation to the Company for the half year and quarter ended December 31,
2022, in respect of which the auditors have issued the limited review report dated February 14,
2023. As the limited review financial information prepared by the Company in accordance with
Regulation 33 of the SEBI Listing Regulations, has been subjected only to a limited review and
not to an audit, any reliance by prospective investors on such limited review financial
information for the half year ended December 31, 2022 should, accordingly, be limited.
3.4 External risks
Risks Relating to India
3.4.1 Our business is affected by prevailing economic, political and other prevailing
conditions in India and the markets we currently serve.
Our Company is incorporated in India, and all of our assets and employees are located
in India. As a result, we are dependent on prevailing economic conditions in India and
our results of operations are affected by factors influencing the Indian economy.
Factors that may adversely affect the Indian economy, and hence our results of
operations, may include:
• any increase in Indian interest rates or inflation;
• any pexchange rate fluctuations;
• any scarcity of credit or other financing in India, resulting in an adverse impact on

economic
• conditions in India and scarcity of financing of our developments and expansions;
• volatility in, and actual or perceived trends in trading activity on, India’s principal
stock exchanges;
• changes in India’s tax, trade, fiscal or monetary policies, like application of GST;
• political instability, terrorism or military conflict in India or in countries in the

region or globally,
• including in India’s various neighbouring countries;
• occurrence of natural or man-made disasters;
• infectious disease outbreaks or other serious public health concerns;
• prevailing regional or global economic conditions, including in India’s principal

export markets; and
• other significant regulatory or economic developments in or affecting India or its

financial services sectors.
Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of

the Indian economy, could adversely impact our business, results of operations and
28
financial condition. Our performance and the growth of our business depend on the
performance of the Indian economy and the economies of the regional markets we
currently serve. These economies could be adversely affected by various factors, such
as political and regulatory changes including adverse changes in liberalization policies,
social disturbances, religious or communal tensions, terrorist attacks and other acts of
violence or war, natural calamities, interest rates, commodity and energy prices and
various other factors. Any slowdown in these economies could adversely affect the
ability of our customers to afford our services, which in turn would adversely impact
our business and financial performance.
3.4.2 Changing laws, rules and regulations and legal uncertainties, including adverse
application of tax laws, may adversely affect our business, prospects and results of
operations.
The regulatory and policy environment in which we operate is evolving and subject to change.
Such changes may adversely affect our business, results of operations and prospects, to the
extent that we are unable to suitably respond to and comply with any such changes in applicable
law and policy. For example, the Government of India implemented a comprehensive national
goods and services tax (“GST”) regime with effect from July 1, 2017 that combines multiple
taxes and levies by the Central and State Governments into a unified tax structure.
Unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules

and regulations including foreign investment laws governing our business, operations and
group structure could result in us being deemed to be in contravention of such laws and may
require us to apply for additional approvals. We may incur increased costs and other burdens
relating to compliance with such new requirements, which may also require significant
management time and other resources, and any failure to comply may adversely affect our
business, results of operations and prospects. Uncertainty in the applicability, interpretation or
implementation of any amendment to, or change in, governing law, regulation or policy,
including by reason of an absence, or a limited body, of administrative or judicial precedent
may be time consuming as well as costly for us to resolve and may impact the viability of our
current businesses or restrict our ability to grow our businesses in the future.
3.4.3 The secondary market for the Debentures may be illiquid
The Debentures may be very illiquid and no secondary market may develop in respect thereof.
Even if there is a secondary market for the Debentures, it is not likely to provide significant
liquidity. Any such Debenture so purchased may be required to be held or resold or surrendered
for cancellation, to the extent that an issue of Debentures becomes illiquid. An Investor may
have to hold the Debenture until redemption to realize value.
3.5 General risk factors
The Issuer further undertakes that:
Investors are advised to read the risk factors carefully before taking an investment decision in
the Issue. For taking an investment decision, investors must rely on their own examination of
the Issuer and the offer including the risks involved. The Debentures have not been
recommended or approved by the any regulatory authority in India, including the SEBI nor does
SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is
invited to the statement of “General Risk” on the cover page and ‘Risk factors’ given under
Section 3 (Risk Factors).
3.6 Issuer’s Undertaking
29
The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that
this Private Placement Memorandum contains all information with regard to the issuer and the
Issue, that the information contained in this Private Placement Memorandum is true and correct
in all material aspects and is not misleading in any material respect, that the opinions and
intentions expressed herein are honestly held and that there are no other facts, the omission of
which make this Private Placement Memorandum as a whole or any of such information or the
expression of any such opinions or intentions misleading in any material respect.
3.7 ASSUMPTIONS
3.7.1 The initial subscriber by subscribing to and any subsequent purchaser by purchasing
the Debentures shall be deemed to have agreed that and accordingly the Company shall
be entitled to presume that each of the initial subscribers and any subsequent
purchasers:
(a) has reviewed the terms and conditions applicable to the Debentures as contained in
the Private Placement Memorandum and has understood the same, and, on an
independent assessment thereof, found the same acceptable for the investment and
has also reviewed the risk disclosures contained herein and has understood the
risks, and determined that Debentures are a suitable investment and that the
Debenture Holder can bear the economic risk of that investment;
(b) has received all the information believed by it to be necessary and appropriate or
material in connection with, and for, investment in the Debentures;
(c) has sufficient knowledge, experience and expertise as an investor, to make the
investment in the Debentures;
(d) has not relied on either the Company or any of its affiliate, associate, holding,
subsidiary or group entities or any person acting in its or their behalf for any
information, advice or recommendations of any sort except as regards the accuracy
of the specific factual information about the terms of the Debentures set out in this
Private Placement Memorandum;
(e) has understood that information contained in this Private Placement Memorandum
is not to be construed as business or investment advice;
(f) has made an independent evaluation and judgement of all risks and merits before
investing in the Debentures;
(g) has understood that the method and manner of computation of returns and
calculations on the Debentures shall be solely determined by the Company and the
decision of the Company shall be final and binding;
(h) has understood that in the event of any discretions to be exercised, in relation to
method and manner of any of the above computations including due to any
disruptions in any of the financial or other related markets or if for any other reason
the calculations cannot be made as the method and manner originally stipulated or
referred to or implied, such alternative methods or approach shall be used as
deemed fit by the Company and may include the use of estimates and
approximations. All such computations shall be valid and binding on the Debenture
Holder(s) and no liability thereof will attach to the Company;
(i) has understood that in the event that the debenture holder(s) suffers adverse
30
consequences or loss, the debenture holder(s) shall be solely responsible for the
same and the Company, its parent, its subsidiaries or affiliates shall not be
responsible, in any manner whatsoever, for any adverse consequences or loss
suffered by the debenture holder(s) including but not limited to on the basis of any
claim that no adequate disclosure regarding the risks involved were made or that
the full risks involved were not explained or understood;
(j) has the legal ability to invest in the Debentures and the investment does not
contravene any provision of any law, regulation or contractual restriction or
obligation or undertaking binding on or affecting the Debenture Holder or its
assets;
(k) where the debenture holder is a mutual fund or provident fund or superannuation
fund or gratuity fund (each a “fund”), that:
(i) investing in the Debentures on the terms and conditions stated

herein is within the scope of the fund’s investment policy and
does not conflict with the provisions of the trust deed or bye laws
or regulations currently in force,
(ii) the investment in Debentures is being made by and on behalf of

the fund and that the fund is in force and existing and the
investment has been ratified by appropriate resolutions, and
(iii)the investment in Debentures has been duly authorised and does

not contravene any provisions of the trust deed or bye laws or
regulations as currently in force or any law, regulation or
contractual restriction or obligation or undertaking binding on or
affecting the fund or its assets.
3.8 Where the Debenture Holder is a company, that:
3.8.1 the Debenture Holder is not precluded under any law, rules, regulations and / or
circular(s) issued by any statutory authority (ies) including under the Companies Act
from investing in the Debentures;
3.8.2 all necessary corporate or other necessary action has been taken and that the Debenture
Holder has corporate ability and authority, to invest in the Debentures;
3.8.3 investment in the Debentures does not contravene any provisions of the Memorandum
and Articles of Association or any law, regulation or contractual restriction or
obligation or undertaking binding on or affecting the Debenture Holder or the
Debenture Holder’s assets;
3.8.4 the Debenture Holder is not debarred from accessing the capital market or has been
restrained by any regulatory authority from directly or indirectly acquiring the said
securities; and
3.8.5 the Debenture Holder shall pay for subscription of the Debentures from his own bank
account.
31
DISCLOSURE AS PER SCHEDULE II OF SEBI NCS REGULATIONS
4 DETAILS OF PROMOTERS OF THE ISSUER
4.1 IndoStar Capital, Mauritius (“ICM”)
ICM was incorporated as a private company limited by shares under the laws of Mauritius on
October 25, 2010 with PAN AACCI5675C and having its registered office located at 3rd Floor,
Standard Chartered Tower, Bank Street, 19 Cybercity, Ebene 72201, Mauritius. ICM is
registered with the Financial Services Commission of Mauritius and has been granted a
Category I – Global Business License by the Financial Services Commission (the “FSC”) on
26 October 2010 and its principal activity is that of investment holding. ICM has its sole
investments in the Company.
4.2 BCP V Multiple Holdings Pte. Ltd. (“BCP”)
BCP is a private company limited by shares registered under the laws of Singapore on
November 27, 2018 with PAN AAICB1835H and having its registered office at Income at
Raffles 16 Collyer, Quay, 19-00, Singapore 049318. BCP’s investment objective and policy is
to invest directly or indirectly in securities of companies in India.
The PAN and bank account number of the Promoters and PAN of directors shall or have been
submitted to the stock exchanges on which the Debentures are proposed to be listed, at the time
of filing the Private Placement Memorandum.
5 NAME, LOGO, ADDRESSES, WEBSITE URL, EMAIL ADDRESS, TELEPHONE

NUMBER AND CONTACT PERSON OF THE FOLLOWING:
Sr. Particulars Details

No.
1. Name of the Issuer IndoStar Capital Finance Limited

Date of Incorporation: July 21, 2009
CIN: L65100MH2009PLC268160
RBI Registration Number: N – 13.02109
2. Registered & Corporate Unit No. 505, 5th Floor, Wing 2/E, Corporate
Office of the Issuer Avenue, Andheri - Ghatkopar Link Road,
Chakala, Andheri (East), Mumbai – 400093
Tel: +91 22 43157000
Fax: +91 22 43157010
Website: www.indostarcapital.com
Email: [email protected]
3. Promoters BCP V Multiple Holdings Pte. Ltd. (Holding

Company)
Contact No: +65 6750 4484
32

No.
PAN: AAICB1835H
Indostar Capital
Contact No: +230 467 7986
PAN: AACCI5675C
4. Compliance Officer of the Mr. Jitendra Bhati

Issuer
Company Secretary
Unit No. 505, 5th Floor, Wing 2/E, Corporate
Avenue, Andheri - Ghatkopar Link Road,
Tel: +91 22 43157000
Fax: +91 22 43157010
5. Chief Financial Officer of the Mr. Vinodkumar Panicker

Issuer
CFO
Unit No. 505, 5th Floor, Wing 2/E, Corporate
Avenue, Andheri - Ghatkopar Link Road,
Tel: +91 22 43157000
Fax: +91 22 43157010
6. Debenture Trustee of the

Issue
IDBI Trusteeship Services Limited
CIN: U65991MH2001GOI131154
Asian Building, Ground Floor,
17, R Kamani Marg, Ballard Estate,
Mumbai - 400 001
Tel: +91 22 4080 7000
Fax: +91 22 66311776
Website: www.idbitrustee.com
Contact Person: Mr. Nikhil Lohana
7. Registrar & Transfer Agent
33

No.
of the Issue Link Intime India Private Limited
CIN: U67190MH1999PTC118368
C-101, 1st Floor, 247 Park, Lal Bahadur Shastri
Marg
Vikhroli, (West), Mumbai - 400 083
Tel: +91 22 49186000
Fax: +91 22 49186060
Website: www.linkintime.co.in
Contact Person: Mr. Ganesh Jadhav
SEBI Registration No.: INR000004058
8. Credit Rating Agency of the

Issue
CRISIL Ratings Limited

CIN: L67120MH1987PLC042363
Address: CRISIL House, Central Avenue,
Hiranandani
Business Park, Powai, Mumbai – 400076
Tel: +91 22 3342 3000
Contact Person: Mr. Krishnan Sitaraman
Website: www.crisilratings.com
Email: Krishnan.sitaraman @crisil.com
9. Statutory Auditors of the Deloitte Haskins & Sells LLP

Issuer
Chartered Accountants
Address: 32 Floor, One International Center,
Tower 3, Elphinstone Mills Compound,
Senapati Bapat Marg, Elphinstone (West),
Mumbai – 400 013
Tel: 91 22 6185 6817
Fax: +91 22 6185 4001
Contact Person: Mr. Neville M. Daruwalla
Website: www.deloitte.com
10. Guarantor, if applicable NA
34

No.
11. Legal Counsel SHARDUL AMARCHAND MANGALDAS &

CO.
Address: Amarchand Towers, 216 Okhla
Industrial Estate, Phase III, New Delhi - 110 02
Phone: +91 11 41590700, 40606060
Website: www.amsshardul.com
12. Issuer’s Legal Counsel TALWAR THAKORE & ASSOCIATES

Address: 3rd Floor, Kalpataru Heritage, 127,
M.G. Road, Fort, Mumbai 400 001
Website: www.tta.in
Phone: +91 22 6613 6900
13. Arrangers, if any N/A
Investors can contact the Compliance Officer in case of any pre-issue or post-issue related
problems.
6 STOCK EXCHANGES WHERE DEBENTURES ARE PROPOSED TO BE LISTED
The Debentures are proposed to be listed on the WDM. For the purpose of the Issue the
designated stock exchange shall be BSE.
BSE vide email or letter reference no. DCS/COMP/PG/IP-PPDI/679/22-23 dated March 13,
2023 has given its in-principle approval for the listing of the Debentures.
7 BRIEF SUMMARY OF THE BUSINESS ACTIVITIES OF THE ISSUER AND ITS

SUBSIDIARIES WITH DETAILS OF BRANCHES, IF ANY, AND ITS LINE OF
BUSINESS:
7.1 Overview
The Company was incorporated as ‘R V Vyapaar Private Limited’, a private limited company
under the companies act, 1956 with a certificate of incorporation issued by registrar of
companies, West Bengal on July 21, 2009. For business and commercial reasons, the name of
the Company was subsequently changed to ‘IndoStar Capital Finance Private Limited’ pursuant
to a special resolution passed by the shareholders of the Company on November 8, 2010. A
fresh certificate of incorporation consequent to name change was issued by the registrar of
companies, West Bengal on November 15, 2010. Thereafter, the Company was converted into
a public limited company under the Companies Act pursuant to special resolution by the
shareholders of the Company on April 30, 2014, Consequently, the name of the Company was
changed to ‘IndoStar Capital Finance Limited’ and a fresh certificate of incorporation was
issued by the registrar of companies, West Bengal on May 28, 2014. Further, the registered
office of the Company was changed from West Bengal to Maharashtra pursuant to a special
resolution passed by the shareholders of the Company on February 16, 2015. Subsequently, an
order dated August 25, 2015 was issued by Regional Director (Eastern Region), Ministry of
Corporate Affairs, Kolkata confirming the change in the registered office of the Company from
35
the State of West Bengal to the State of Maharashtra and a certificate of registration of the order
dated September 8, 2015 was issued by the ROC.
The Company was registered as a non-public deposit taking non-banking financial company
pursuant to a certificate of registration (bearing number N-05.06857) dated June 17, 2010,
issued by the RBI. Pursuant to a change in name of the Company and conversion from a private
company to a public company, a certificate of registration (bearing number N-05.06857) dated
January 21, 2015 was issued by the RBI. Pursuant to change in registered office from West
Bengal to Maharashtra, a certificate of registration (bearing number N-13.02109) dated January
20, 2016 was issued by the RBI.
In addition to being regulated by the provisions of the Companies Act, as an NBFC, the Issuer
is subject to regulatory supervision by the Department of Non-Banking Supervision of the RBI.
As a part of such surveillance, RBI may carry out inspection of the Issuer. The RBI issues
detailed guidelines to NBFCs on asset classification, income recognition and provisioning,
capital adequacy, ALM, resource raising, etc. from time to time. As per the Framework for
Scale Based Regulation for Non-Banking Financial Companies, dated 22 October 2022, as
amended from time to time, the Company is classified as NBFC Middle Layer (NBFC-ML)
The Company is professionally managed and institutionally owned organization which is

primarily engaged in providing used and new vehicle financing, loans to small and medium
enterprise (“SME”) borrowers and structured term financing solutions to Indian corporates.
The Company offers housing finance products, through its wholly owned subsidiary IndoStar
Home Finance Private Limited.
The Company’s principal lines of business are vehicle financing and SME lending.
The Company had 361 branches as on December 31, 2022.
7.2 Corporate Structure & Operations
The operational framework of the Company consists of the Board, the various committees and
an operating management committee. The Board has set the vision, strategy, direction and the
broad operational framework for the Company. The Board has also formed various committees
for ensuring adequate supervision and guidance to the Company in its operations.
The Board of Directors has constituted the management committee as the principal forum for
taking operational decisions for effective day-to-day functioning of the Company. The
management committee comprises of the senior personnel from the Company and is responsible
to implement the direction and framework set out by the Board or its committees in achieving
the objectives of the Company.
Pursuant to the growth of business, in size, as well as expansion across multiple products and
locations, the Board of Directors has also constituted the corporate lending committee and retail
lending committee which inter-alia act as decision making bodies on business related matters
of corporate lending and retail lending business segments of the Company, respectively.
Organization Chart as on December 31, 2022
36
7.3 Subsidiary(ies) of the Company
7.3.1 The Company has two subsidiaries namely:
(a) ‘IndoStar Asset Advisory Private Limited’ (CIN: U67100MH2013PTC240676)

was incorporated on February 21, 2013 under the companies act, 1956 with the
ROC with its registered office situated at Unit No. 505, 5th Floor, Wing 2/E,
Corporate Avenue, Andheri - Ghatkopar Link Road, Chakala, Andheri (East),
Mumbai – 400093 (“IAAPL”). IAAPL is engaged in the business of advising,
managing, providing investment advisory services, financial advisory services,
management and facilitation services; and
(b) ‘IndoStar Home Finance Private Limited’ (CIN: U65990MH2016PTC271587)

was incorporated on January 1, 2016 under the Companies Act with the ROC with
its registered office situated at Unit No. 505, 5th Floor, Wing 2/E, Corporate
Avenue, Andheri - Ghatkopar Link Road, Chakala, Andheri (East), Mumbai –
400093 (“IHFPL”). IHFPL is registered as a non-public deposit accepting housing
finance company with the NHB under the National Housing Banking Act, 1987, as
amended from time to time (the “NHB Act”).
7.4 Project cost and means of financing in case of funding of new project: Not Applicable
8 FINANCIAL INFORMATION
(a) A columnar representation of the audited financial statements (i.e. Profit & Loss
statement, Balance Sheet and Cash Flow statement) both on a standalone and
consolidated basis for a period of three completed years and unaudited financial
information for the quarter ended September 30, 2022.: Please refer to Annexure
I (Financial Information)
(b) The financial statements of last three financial years along with the Auditor’s
Report and requisite schedules, footnotes, summary etc.: Please refer to the Annual
Report of the Company for last three financial years ended 31 March 2020, 31 March
2021 and 31 March 2022 available on website of the Company at
www.indostarcapital.com.
(c) Key Operational and Financial Parameters on consolidated and standalone basis
37
for the last 3 Financial Years and unaudited financial information for the half
year ended September 30, 2022: Please refer to Annexure I (Financial
Information). Further, the unaudited financial information along with limited audit
review report for the quarter and nine months ended December 31, 2022 is also annexed
as “Annexure I” to this Placement Memorandum.
(d) Debt: Equity Ratio of the Company
Before the issue* 1.58:1
After the issue* 1.85:1
* As per Un-Audited Financial Results as on December 31, 2022
9 DETAILS OF ANY OTHER CONTINGENT LIABILITIES OF THE ISSUER BASED

ON THE LAST AUDITED FINANCIAL STATEMENTS INCLUDING AMOUNT AND
NATURE OF LIABILITY:
Particulars (Contingent liabilities) Amount (INR in lakhs)
Corporate guarantee given by Company to banks 4,125.00 (as on March 31, 2022)
FOR MORE DETAILS ABOUT OTHER CONTINGENT LIABILITIES, SEE NOTES

TO ACCOUNTS- CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS OF
THE FINANCIAL STATEMENTS (STANDALONE), AND FINANCIAL
STATEMENTS (CONSOLIDATED).
10 A BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION GIVING DETAILS

OF ITS FOLLOWING ACTIVITIES:
10.1.1 Share capital of the Company as on December 31, 2022 is set forth below:
Share Capital Amount

(INR)
Authorised Share Capital
15,25,00,000 Equity Shares having face value of INR 10/- 1,52,50,00,000
each
1,25,00,000 preference shares having face value of INR 10/- 12,50,00,000
each
Total 1,65,00,00,000
Issued, Subscribed and Paid-Up Share Capital
13,60,79,295 equity shares of face value of INR 10/- each 1,36,07,92,950
Total 1,36,07,92,950
Size of the present Offer – Debentures 700,00,00,000
Paid-up Capital:
(a) after the offer N.A.
38
Share Capital Amount

(INR)
(b) after conversion of convertible instruments (if N.A.
applicable)
Share Premium account:
Before the offer 29,22,07,62,696
After the offer N.A.
10.1.2 Changes in the Capital Structure since incorporation, as on 31 December 2022:
Date of Amount in INR Particulars

Change
(AGM/EGM)
September 3, 2,00,00,000 The authorised share capital of the Company was
2010 increased from INR 25,00,000 divided into 250,000
Equity Shares of INR 10 each to INR 2,00,00,000
divided into 20,00,000 Equity Shares of INR 10 each.
November 9, 30,00,00,000 The authorised share capital of the Company was
2010 further increased from INR 2,00,00,000 divided into
20,00,000 Equity Shares of INR 10 each to INR
30,00,00,000 divided into 3,00,00,000 Equity Shares of
INR 10 each.
March 15, 75,00,00,000 The authorised share capital of the Company was
3,00,00,000 Equity Shares of INR 10 each to INR
75,00,00,000 divided into 75000,000 Equity Shares of
INR 10 each.
July 25, 2011 80,00,00,000 The authorised share capital of the Company was
further increased from INR 75,00,00,000 divided into
INR 10 each.
October 17, 90,00,00,000 The authorised share capital of the Company was
2016 further increased from INR 800,000,000 divided into
INR 10 each.
February 7, 1,10,00,00,000 The authorised share capital of the Company was
1,10,00,00,000 divided into 11,00,00,000 Equity
Shares of INR 10 each.
March 01, 1,65,00,00,000 The authorised share capital of the Company was
2020 further increased from INR 1,10,00,00,000 divided into
1,65,00,00,000 divided into 15,25,00,000 Equity
Shares of INR 10 each and 1,25,00,000 Preference
Shares of INR 10 each.
39
10.1.3 Equity Share Capital History of the Company as on December 31, 2022:
Date of No. of Fac Issue Consider Nature Cumulative Rema

Allotme Equity e Price ation of rks
nt Shares Val (INR (Cash, Allotme No. of Equity Equity
Alloted ue ) Other nt Equity Share Share
(IN than Shares Capital Premium
R) cash, etc) (INR) (INR)
On 10,000 10. 10.00 Cash Subscrib 10,000 100,000 Nil

Incorpor 00 er to
ation Memoran
dum
Sept 15, 202,180 10. 100 Cash Preferent 212,180 2,121,800 18,196,200
2009 00 (incl. ial
premi Allotmen
um of t
INR
90
each)
March 51,004, 10. 130 Cash Preferent 51,216,7 512,167,4 6,138,744,48

31, 2011 569 00 (incl. ial 49 90 0
premi Allotmen
um of t
INR
120
each)
March *9,038, 10. 130 Cash Preferent 60,254,9 512,257,8 6,138,744,48

31, 2011 250 00 (incl. ial 99 72.5 0
premi Allotmen
um of t
INR
120
each)
0.01
was
paid-
up at
the
time
of
issue
June 13, 8,498,3 10. 130 Cash Preferent 68,753,3 597,241,7 7,158,550,56
2011 84 00 (incl. ial 83 12.5 0
premi Allotmen
um of t
INR
40

120
each)
July 25, 8,904,8 10. 130 Cash Preferent 77,658,1 686,289,8 8,227,128,24
2011 14 00 (incl. ial 97 52.5 0
premi Allotmen
um of t
INR
120
each)
May – -- -- -- -- -- 73,354,4 733,544,2 8,795,266,08

August 29 90 0
2015
(*Please
see Note
A
below)
May 13, 3,300 10. 140 Cash Allotmen 73,357,7 733,577,2 8,795,695,08
2016 00 (incl. t 29 90 0
premi pursuant
um of to
INR exercise
130 of stock
each) options
under
ESOP
2012
Novemb 200 10. 145 Cash Allotmen 7,33,57, 73,35,79, 8,79,57,22,0

er 4, 00 (incl. t 929 290 80
2016 premi pursuant
um of to
INR exercise
135 of stock
each) options
under
ESOP
2012
100 10. 140 Cash Allotmen 7,33,58, 73,35,80, 8,79,57,35,0

00 (incl. t 029 290 80
premi pursuant
um of to
41

INR exercise
130 of stock
each) options
under
ESOP
2012
470 10. 149.3 Cash Allotmen 7,33,58, 73,35,84, 8,79,58,00,5

00 7 t 499 990 83.9
(incl. pursuant
premi to
um of exercise
INR of stock
139.3 options
7 under
each) ESOP
2012
March 5,003,3 10. 300 Cash Preferent 78,361,7 783,617,9 10,246,757,5

23, 2017 00 00 ial 99 90 83.9
(incl.
Allotmen
premi
t
um of
INR
290
each)
May 8, 317,460 10. 315 Cash Preferent 78,679,2 786,792,5 10,343,582,8

2017 00 (incl. ial 59 90 83.9
premi Allotmen
um of t
INR
305
each)
April 9, 26,100 10. 140 Cash Allotmen 78,705,3 787,053,5 10,346,975,8

2018 00 (incl. t 59 90 83.9
premi pursuant
um of to
INR Exercise
130) of Stock
Option
granted
under
ESOP
2012
42


2018 00 (incl. t 59 90 83.9
premi pursuant
um of to
INR Exercise
135) of Stock
Option
granted
under
ESOP
2012
April 9, 31,040 10. 149.3 Cash Allotmen 78,836,1 788,361,9 10,364,774,9

2018 00 7 t 99 90 28.7
(incl. pursuant
premi to
um of Exercise
INR of Stock
139.3 Option
7) granted
under
ESOP
2012

2018 00 (incl. t 99 90 28.7
premi pursuant
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016

2018 00 (incl. t 99 90 28.7
premi pursuant
um of to
INR Exercise
245) of Stock
Option
granted
under
43

ESOP
2016-II

2018 00 (incl. t 99 90 28.7
premi pursuant
um of to
INR Exercise
290) of Stock
Option
granted
under
ESOP
2016-II
May 17, 12,237, 10. 572 Cash Initial 91,138,9 91,13,89, 17,25,83,97,
2018 762 00 (incl. Public 61 610 172.7
premi
Offering
um of
of Equity
INR
Shares
562)
June 26, 98,000 10. 140 Cash Allotmen 9,12,36, 91,23,69, 17,27,11,37,
2018 00 (incl. t 961 610 172.7
premi pursuant
um of to
INR Exercise
130) of Stock
Option
granted
under
ESOP
2012
June 26, 2,23,20 10. 149.3 Cash Allotmen 9,14,60, 91,46,01, 17,30,22,44,
2018 0 00 7 t 161 610 556.7
(incl. pursuant
premi to
um of Exercise
INR of Stock
139.3 Option
7) granted
under
ESOP
2012
44

June 26, 6,02,25 10. 225 Cash Allotmen 9,20,62, 92,06,24, 17,43,17,29,
2018 4 00 (incl. t 415 150 166.7
premi pursuant
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2012
June 26, 12,500 10. 225 Cash Allotmen 9,20,74, 92,07,49, 17,43,44,16,
2018 00 (incl. t 915 150 666.7
premi pursuant
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016
June 26, 1,22,00 10. 255 Cash Allotmen 9,21,96, 92,19,69, 17,46,43,06,
2018 0 00 (incl. t 915 150 666.7
premi pursuant
um of to
INR Exercise
245) of Stock
Option
granted
under
ESOP
2016 II
July 6, 21,500 10. 140 Cash Allotmen 9,22,18, 92,21,84, 17,46,71,01,

2018 00 (incl. t 415 150 666.7
premi pursuant
um of to
INR Exercise
130) of Stock
Option
granted
under
45

ESOP
2012
Septemb 15,000 10. 300 Cash Allotmen 9,22,33, 92,23,34, 17,47,14,51,

er 6, 00 (incl. t 415 150 666.7
2018 premi pursuant
um of to
INR Exercise
290) of Stock
Option
granted
under
ESOP
2016

er 6, 00 (incl. t 915 150 666.7
2018 premi pursuant
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016

er 6, 00 (incl. t 415 150 666.7
2018 premi pursuant
um of to
INR Exercise
245) of Stock
Option
granted
under
ESOP
2016-II
February 20,000 10. 255 Cash Allotmen

06, 2019 00 (incl. t 92,257,4 922,574,1 17,477,286,6
premi pursuant 15 50 66.7
um of to
INR Exercise
46

245) of Stock
Option
granted
under
ESOP
2016-II
May 30, 10,000 10. 149.3 Cash Allotmen

2019 00 7 t 92,267,4 922,674,1 17,478,680,3
(incl. pursuant 15 50 66.7
premi to
um of Exercise
INR of Stock
139.3 Option
7) granted
under
ESOP
2012
February 16,300 10. 140 Cash Allotmen 92,283,7 922,837,1 17,480,799,3

19, 2020 00 (incl. t 15 50 66.7
premi pursuant
um of to
INR Exercise
130) of Stock
Option
granted
under
ESOP
2012
February 63,700 10. 149.3 Cash Allotmen 92,347,4 923,474,1 17,489,677,2

19, 2020 00 7 t 15 50 35.7
(incl. pursuant
premi to
um of Exercise
INR of Stock
139.3 Option
7) granted
under
ESOP
2012
47

February 16,000 10. 149.3 Cash Allotmen 92,363,4 923,634,1 17,491,907,1

26, 2020 00 7 t 15 50 55.7
(incl. pursuant
premi to
um of Exercise
INR of Stock
139.3 Option
7) granted
under
ESOP
2012
March 9, 86,300 10. 149.3 Cash Allotmen 92,449,7 924,497,1 17,50,39,34,

2020 00 7 t 15 50 786.7
(incl. pursuant
premi to
um of Exercise
INR of Stock
139.3 Option
7) granted
under
ESOP
2012
March 1,200 10. 149.3 Cash Allotmen 92,450,9 924,509,1 17,504,102,0

24, 2020 00 7 t 15 50 30.7
(incl. pursuant
premi to
um of Exercise
INR of Stock
139.3 Option
7) granted
under
ESOP
2012
May 15, 4,000 10. 149.3 Cash Allotmen 92,454,9 924,549,1 17,504,659,5
2020 00 7 t 15 50 10.7
(incl. pursuant
premi to
um of Exercise
INR of Stock
139.3 Option
7) granted
under
48

ESOP
2012
May 27, 30,172, 10. 290 Cash Preferent 122,627, 1,226,273 25,952,935,4
2020 414 00 (incl. ial 329 ,290 30.7
premi Allotmen
um of t
INR
280)
June 4, 60,000 10. 149.3 Cash Allotmen 122,687, 1,226,873 25,961,297,6

2020 00 7 t 329 ,290 30.7
(incl. pursuant
premi to
um of Exercise
INR of Stock
139.3 Option
7) granted
under
ESOP
2012
June 4, 4,83,00 10. 255 Allotmen 123,170, 1,231,703 26,079,632,6

2020 0 00 (incl. t 329 ,290 30.7
premi pursuant
um of to
INR Exercise
245) of Stock
Option
granted
under
ESOP
2016-II
Septemb 15,000 10. 255 Cash Allotmen 123,185, 1,231,853 26,083,307,6

er 17, 00 (incl. t 329 ,290 30.7
2020 premi pursuant
um of to
INR Exercise
245) of Stock
Option
granted
under
ESOP
49

2016-II
Novemb 15,000 10. 225 Cash Allotmen 123,200, 1,232,003 26,086,532,6

er 5, 00 (incl. t 329 ,290 30.7
2020 premi pursuant
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016
Novemb 15,000 10. 255 Cash Allotmen 123,215, 1,232,153 26,090,207,6

er 11, 00 (incl. t 329 ,290 30.7
2020 premi pursuant
um of to
INR Exercise
245) of Stock
Option
granted
under
ESOP
2016-II
Novemb 15,000 10. 225 Cash Allotmen 123,230, 1,232,303

er 19, 00 (incl. t 329 ,290 26,093,432,6
2020 premi pursuant 30.7
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016
Novemb 20,000 10. 225 Cash Allotmen 123,250, 1,232,503

er 28, 00 (incl. t 329 ,290 26,097,732,6
um of to
INR Exercise
50

215) of Stock
Option
granted
under
ESOP
2016
Decemb 10. 255 Cash Allotmen 123,385, 1,233,853

er 8, 1,35,00 00 (incl. t 329 ,290 26,130,807,6
2020 0 premi pursuant 30.7
um of to
INR Exercise
245) of Stock
Option
granted
under
ESOP
2016-II
Decemb 2,500 10. 225 Cash Allotmen 123,387, 1,233,878

er 11, 00 (incl. t 829 ,290 26,131,345,1
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016

er 14, 00 (incl. t 829 ,290 26,135,645,1
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016

er 17, 00 (incl. t 829 ,290 26,147,895,1
premi pursuant
51

2020 um of to 30.7
INR Exercise
245) of Stock
Option
granted
under
ESOP
2016-II
January 2,500 10. 225 Cash Allotmen 1,234,603 26,148,432,6

12, 2021 00 (incl. t 123,460, ,290 30.70
premi pursuant 329
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016
January 40,000 10 225 Cash Allotmen 123,500, 1,235,003 26,157,032,6

31, 2021 (incl. t 329 ,290 30.70
premi pursuant
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016
February 20,000 10 255 Cash Allotmen 123,520, 1,235,203 26,161,932,6

1, 2021 (incl. t 329 ,290 30.70
premi pursuant
um of to
INR Exercise
245) of Stock
Option
granted
under
ESOP
2016-II
52


7, 2021 (incl. t 329 ,290 30.70
premi pursuant
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016

15, 2021 (incl. t 329 ,290 30.70
premi pursuant
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016

15, 2021 (incl. t 329 ,290 30.70
premi pursuant
um of to
INR Exercise
245) of Stock
Option
granted
under
ESOP
2016-II

23, 2021 (incl. t 729 ,290 30.70
premi pursuant
um of to
INR Exercise
215) of Stock
Option
granted
under
53

ESOP
2016
March 11,600 10 225 Cash Allotmen 123,680, 1,236,803 26,196,932,6

09, 2021 (incl. t 329 ,290 30.70
premi pursuant
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016

09, 2021 (incl. t 329 ,290 30.70
premi pursuant
um of to
INR Exercise
245) of Stock
Option
granted
under
ESOP
2016-II

17, 2021 (incl. t 329 ,290 30.70
premi pursuant
um of to
INR Exercise
245) of Stock
Option
granted
under
ESOP
2016-II
June 3, 20,000 10 255 Cash Allotmen 123,750, 1,237,503 26,214,082,6

2021 (incl. t 329 ,290 30.70
premi pursuant
um of to
INR Exercise
54

245) of Stock
Option
granted
under
ESOP
2016-II
June 23, 44,400 10 225 Cash Allotmen 123,794, 1,237,947 26,223,628,6

2021 (incl. t 729 ,290 30.70
premi pursuant
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016
August 10,000 10 255(i Cash Allotmen 123,804, 1,238,047 26,22,60,78,

30, 2021 ncl. t 729 ,290 630.70
premi pursuant
um of to
INR Exercise
245) of Stock
Option
granted
under
ESOP
2016-II
Septemb 50,000 10 225 Cash Allotmen 123,854, 1,238,547 26,23,68,28,

er 2, (incl. t 729 ,290 630.70
2021 premi pursuant
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016
55


er 14, (incl. t 329 ,290 630.70
2021 premi pursuant
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016

er 21, (incl. t 829 ,290 130.70
2021 premi pursuant
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016

er 28, (incl. t 329 ,290 630.70
2021 premi pursuant
um of to
INR Exercise
215) of Stock
Option
granted
under
ESOP
2016
*Novem 1,20,68, 10 290 Cash Allotmen 13,60,79 1,36,07,9 29,64,95,93,

ber 26, 966 (incl. t ,295 2,950 110.70
2021 premi pursuant
um of to
(Please
INR Conversi
refer to
280) on of
Note B)
Compuls
ory
Converti
56

ble
Preferenc
e shares
(CCPS)
*Note A –
The Company in FY 2015-16 made the first and final call of INR 129.99 on 9,038,250 partly paid-up equity
shares. Out of 9,038,250 partly paid-up equity shares, the Company received call money on 4,734,482 partly
paid-up shares and the remaining 4,303,768 partly paid-up equity shares were forfeited due to non-payment of
call and cancelled from the equity share capital of the Company.
#
Note B –
The Issue Price of INR 290 per share was received on May 27, 2020 i.e. at the time of allotment of 12,068,966
CCPS and no amount was received at the time of conversion of these CCPS into equity shares i.e. on November
26, 2021.
10.2 Details of Acquisition or Amalgamation with any entity in the last 1 year - None
10.3 Details of any Reorganization or Reconstruction in the last 1 year – None
10.4 Details of the Shareholding of the Company, as on December 31, 2022: The detailed shareholding
pattern of the Company as on December 31, 2022 in the format prescribed under Regulation 31 of SEBI
Listing Regulations is enclosed herewith as Annexure III and the summary is presented as under:
Sr. Particulars Total no. of % of total No. of equity

No. equity shares no. of equity shares held in
held shares dematerialized
form
(A) Promoter and Promoter 12,13,98,226 89.21 *10,93,29,260

Group
(B) Public 1,46,81,069 10.79 1,46,81,069
(C ) Non Promoter-Non Public 0 0 0
Total 13,60,79,295 100.00 12,40,10,329
Note: No equity shares held by the Promoter are pledged or encumbered
* 1,20,68,966 equity shares allotted pursuant to conversion of 1,20,68,966 compulsorily convertible

preference shares on November 26, 2021 were issued in dematerialised mode, however since these
57
shares are pending for listing, dematerialisation process is yet to be completed.
10.5 The list of top 10 holders of equity shares of the Company as on December 31, 2022
S. No. Name of the Total no. of No. of shares Total shareholding as

shareholders Equity Shares held in demat % of total no. of
form equity shares
1. BCP V Multiple 76,482,638 64,413,672 56.20

Holdings Pte Ltd
2. Indostar Capital 41,467,583 41467583 30.47
3. ECP III FVCI Pte 2,313,005 2,313,005 1.70

Ltd
4. ICICI Prudential 1,851,855 1,851,855 1.36

Life Insurance
Company Limited
5. Cohesion MK 1,336,624 1,336,624 0.98

Best Ideas Sub-
Trust
6. Everstone Capital 1,135,000 1,135,000 0.83

Partners II LLC
7. Gdn Investments 623,350 623,350 0.46

Pvt Ltd
8. Rohini Nilekani 340,000 340,000 0.25
Nandan M 340,000 340,000 0.25

Nilekani
9. R Sridhar 317,460 317,460 0.23
Reliance General
10. 250,510 250,510 0.18
Insurance
Company Limited
11 FOLLOWING DETAILS REGARDING THE DIRECTORS OF THE COMPANY: -
Details of Directors of the Company
The composition of Board of Directors of the Company is as follows:
58
Sr. Name, Age Address Date of Details of Whether

No. Designation appoint other willful
and DIN ment directorship defaulter or
not
(Yes/No)
1. Bobby Parikh 57 4th Floor, March Infosys No

Seven on the 5, 2015 Limited
Chairman and Year Hill, Pali Hill,
Non- Executive s Auxilium Biocon
Independent Convent Road, Limited
Director Bandra (West),
Mumbai – Biocon
400050 Biologics
Limited
DIN: 00019437
BMR
Global
Services
Professional Private
Limited
BMR
Business
Solutions
Private
Limited
2. Mr. Dhanpal 54 2 Sumangal, Septem IndoStar No

Jhaveri years 13, Ridge ber 2, Asset
Road, Malbar 2010 Advisory
Non-Executive Hill, Mumbai- Private
Non- 400 006, Limited
Independent Maharashtra
Director Interarch
Building
Products
Private
DIN: 02018124 Limited
Amulya
Corporation
Professional Private
Limited
Eversource
Capital
Private
Limited
Kissandhan
59

not
(Yes/No)
Agri
Financial
Services
Private
Limited
Everstone
Capital
Advisors
Private
Limited
Everock
Reality
Private
Limited
Everock
Real Estate
Private
Limited
North End
Foods
Marketing
Private
Limited
Sohan Lal
Commodity
Manageme
nt Private
Limited
Avasara
Leadership
Institute
IMC
Chamber of
Commerce
and
Industry
Asian
Genco Pte.
60

not
(Yes/No)
Ltd.
3. Hemant Kaul 67 A-105, Atrey Februar Transcorp No

years Path, Near y 5, Internationa
Non-Executive Classic Hotel, 2018 l Limited
Independent Shyam Nagar,
Director Jaipur – IndiaFirst
302019 Life
Insurance
Company
DIN: 00551588 Limited
Earlysalary
Services
Management Private
consultant Limited
Social
Worth
Technologi
es Private
Limited
Egis
Healthcare
Services
Private
Limited
Ola
Financial
Services
Private
Limited
Ola Capital
Services
Private
Limited
Goddard
Technical
Solutions
Private
61

not
(Yes/No)
Limited
Jaipur
Advisory
Group
Private
Limited
Namdev
Finvest
Private
Limited
4. Naina Krishna 51 4th Floor, No. Februar Sterling No

Murthy years 23, Prestige y 5, And Wilson
Takt, 2018 Renewable
Kasturabha Energy
Road, Limited
Non-Executive Bengaluru,
Independent Karnataka – IDFC AMC
Director 560001 Trustee
Company
Limited
DIN: 01216114
Professional
5. Aditya Joshi 41 Appartment July 10, India No

years 1801, Tower 4, 2020 Mortgage
Planet Godrej, Guarantee
Mahalaxmi Corporation
Non-Executive East, Mumbai Private
Non- – 400 011 Limited
Independent
Director
DIN: 08684627
Professional
62

not
(Yes/No)
6. Vibhor Kumar 43 B-2001, Ashok July 10, IndoStar No

Talreja years Gardens, T J 2020 Home
Road, Near Finance
Sweree Post Private
Office, Sewri Limited
Non-Executive Mumbai 400
Non- 015 IndoStar
Independent Asset
Director Advisory
Private
Limited
DIN: 08768297 Calibre

Chemicals
Private
Limited
Professional
Calimara
Matters
Private
Limited
7. Munish Dayal 56 LCG 804A, Februar IndoStar No

years y 4, Home
Laburnum, Finance
Sushant Lok-I, 2021 Private
Non-Executive Sector 28, Limited
Non- Gurgaon,
Independent Haryana- Everise Inc
Director 122009
DIN: 01683836
Private service
Details of change in directors since last three years:
63
Sr. Name, Date of Date of Date of Remarks

No. Designation Appointm Cessatio Resignation, if
and DIN ent n, if applicable
applicab
le
1. Sameer Sain April 28, N.A. June 26, 2019 Resignation

2011
Non-
Executive
Director
DIN:
01164185
2. Shailesh June 26, N.A. N.A. Appointment

Shirali 2019
Whole-Time
Director
DIN:
06525626
3. Bobby Parikh March 05, N.A. N.A. Re-appointment

2020
Non-
Executive
Independent
Director
DIN:
00019437
4. Shailesh June 26, N.A. June 26, 2019 Resignation

Shirali 2019
Whole-Time
Director
DIN:
06525626
5. Dinesh Kumar February 5, N.A. July 10, 2020 Resignation

Mehrotra 2018
Non-
Executive
Independent
64

applicab
le
Director
DIN:
00142711
6. Alok Oberoi April 28, N.A. July 10, 2020 Resignation

2011
Non-
Executive
Director
DIN:
01779655
7. Sridhar July 10, N.A. N.A. Appointment

Rengan 2020
Executive
Director
DIN:
03139082
8. Aditya Joshi July 10, N.A. N.A. Appointment

2020
Non-
Executive
Director
DIN:
08684627
9. Vibhor Kumar July 10, N.A. N.A. Appointment

Talreja 2020
Non-
Executive
Director
DIN:
08768297
10. Sridhar July 10, N.A. February 4, 2021 Resignation
65

applicab
le
Rengan 2020
Non-
Executive
Director
DIN:
03139082
11. Munish Dayal February 4, N.A. N.A. Appointment

2021
Non-
Executive
Director
DIN:
01683836
12. R. Sridhar April 18, April 17, N.A. Cessation

2017 2022 pursuant to
Executive expire of tenure
Director as Whole-time
Director
DIN:
00136697
13. Deep Kumar February N.A. N.A. Appointment

Jaggi 10, 2022
Whole Time
Director and
Chief
Executive
Officer
DIN:
09412860
14. Hemant Kaul February 5, N.A. N.A. Re-appointment

2023
Non-
Executive
Independent
Director
66

applicab
le
DIN:
00551588
15. Naina Krishna February 5, N.A. N.A. Re-appointment

Murthy 2023
Non-
Executive
Independent
Director
DIN:
01216114
Professional
16. Deep Kumar February - February 14, 2023 Resignation

Jaggi 10, 2022
Whole Time
Director and
Chief
Executive
Officer
DIN:
09412860
Details of remuneration of directors:
Particulars Remuneration (INR in lacs)
As on December FY 2021-22 FY 2020-21 FY 2019-

31, 2022 20
Remuneration of Managing 173.93 305.57 1,210.74 1,191.37

Director and Whole-Time Director
Remuneration of Non-Executive 29.15 54.90 21.65 28.95

Independent Directors
12 DETAILS REGARDING THE AUDITORS OF THE COMPANY
12.1 Details of the Auditor of the Company

67
Name of the Address Auditor Since

Auditor
Deloitte Chartered Accountants September 24,
Haskins & 32 Floor, One International Center, 2020
Sells LLP Tower 3, Elphinstone Mills Compound,
Senapati Bapat Marg, Elphinstone (West),
Mumbai – 400 013
12.2 Details of change in auditor since last three years
Name of Address Date of Date of Date of

the Appointment Cessation, if Resignation,
Auditor applicable if applicable
S. R. 14th Floor, The Ruby, March 21, September 24, N.A.
Batliboi & 29, Senapati Bapat 2011 2020
Co. LLP Marg, Dadar (West),
Mumbai – 400 028
Deloitte Chartered Accountants September 24, -- Appointment
Haskins & 32 Floor, One 2020
Sells LLP International Center,
Tower 3, Elphinstone
Mills Compound,
Senapati Bapat Marg,
Elphinstone (West),
Mumbai – 400 013
*In compliance with the provisions of the Companies Act, the second and final term of S R Batliboi &
Co. LLP, as Statutory Auditors of the Company, expired on conclusion of the 11th Annual General
Meeting of the Company held on September 24, 2020.
13 DETAILS OF THE FOLLOWING LIABILITIES OF THE ISSUER, AS AT DECEMBER 31, 2022:
13.1 Details of Outstanding Secured Loan Facilities as of December 31, 2022
Principal Security,
Sr. Nature of Amount Repayment Date /
Name of the bank Amount if
No facility Sanctioned Schedule
outstanding applicable
8 equated half yearly
instalments of after
See Note
1 initial moratorium period
(1)
Indian Bank (Erstwhile of 3 months from the
Allahabad Bank) Term Loan 100.00 31.25 date of first disbursement
Repayment in 12
See Note
2 quarterly instalment after
(1)
Bank of India Term Loan 150.00 62.17 moratorium of 12 months
to be repaid in 16 equated
See Note
3 quarterly installments as
(1)
Bank Of Maharashtra Term Loan 100.00 81.25 per sanction
Repayment in 12
quarterly equal See Note
4
instalment after (1)
Catholic Syrian Bank Term Loan 50.00 41.67 moratorium of 15 months
68
Repayment in 16
quarterly instalments See Note
5
after moratorium periof (1)
Central Bank Of India Term Loan 100.00 62.37 of 12 months
Repayble in 36 Minthly See Note
6
IDFC First Bank Ltd Term Loan 300.00 125.00 installment after 2 Years (1)
8 equated half yearly
repayment after See Note
7
moratorium period of 12 (1)
Indian Bank Term Loan 100.00 37.50 months.
15 equated Quarterly See Note
8
Indian Bank Term Loan 100.00 53.33 instalments (1)
12 equated quarterly See Note
9
IndusInd BANK Term Loan 100.00 18.75 installments (1)
10
11
to be repaid in 8 Half
See Note
12 yearly installments as per
(1)
Karnataka BANK Term Loan 50.00 31.25 sanction
48 months (Repayments
See Note
13 in 16 Quarterly
(1)
Kotak Mahindra Bank Term Loan 120.00 15.00 installments
National Bank for to be repaid in 10
See Note
14 Agriculture and Rual installments as per
(1)
Development Term Loan 101.00 5.05 sanction
National Bank for
15 Agriculture and Rual
instalments (1)
Development Term Loan 200.00 120.00
8 equated Quarterly
instalments of after initial
See Note
16 Small Industries moratorium period of 12
(1)
Development Bank of months from the date of
India Term Loan 200.00 24.00 first disbursement
Small Industries 20 quarterly installments
See Note
17 Development Bank of of after moratorium
(1)
India Term Loan 100.00 30.00 period of 6 months.
8 Half yearly instalments
See Note
18 after moratorium period
(1)
South Indian Bank Term Loan 51.26 12.50 of 1 year
Nine half yearly
instalment of INR 22.22 See Note
19
each after moratorium (1)
State Bank of India Term Loan 200.00 22.24 period of 6 months
Nine half yearly
instalment of INR 33.33 See Note
20
each after moratorium (1)
State Bank of India Term Loan 300.00 166.68 period of 6 months
Repayments in 8 half See Note
21
Union Bank of India Term Loan 150.00 54.95 yearly installments (1)
69
Repayment in 48 monthly See Note

22
Yes Bank Term Loan 100.00 58.33 equal instalment (1)
Development Bank of 36 equated Monthly See Note
23 Term Loan
Singapore 150.00 52.78 installments (1)
24 Term Loan
IDFC First Bank Ltd 100.00 103.13 instalments (1)
48 equated Monthly See Note
25
RBL Bank Ltd Term Loan 100.00 37.50 installments (1)
26
IndusInd BANK Term Loan 100.00 75.00 instalments (1)
24 equated Monthly See Note
27 Term Loan
RBL Bank Ltd 50.00 31.25 installments (1)
28 Term Loan
State Bank of India 200.00 258.00 instalments (1)
Small Industries
29 Development Bank of Term Loan
instalments (1)
India 100.00 62.50
30 Term Loan
ICICI Bank Ltd 75.00 75.00 instalments (1)
See Note
31 WCDL At the time of Maturity
Kotak Mahindra Bank 50.00 50.00 (1)
See Note
RBL Bank Ltd 50.00 50.00 (1)
See Note
RBL Bank Ltd 10.00 10.00 (1)
See Note
IndusInd BANK 100.00 100.00 (1)
Note 1 – Facilities are secured by First Pari-Passu charge on standard asset portfolio of receivables of the
Company.
13.2 Details of Outstanding Unsecured Loan Facilities as on December 31, 2022: [
Amount
Sanctioned Outstanding As on
Name of Type of 31 December 2022 Repayment Date /
lender Facility (Rs. Laks) (Rs. Laks) Schedule
Prakash Industries Inter Corporate

29-Feb-2024
Limited Deposit - 193.00
Kanakia Spaces Realty Inter Corporate

31-Aug-2024
Private Limited Deposit - 225.00
Puranik Builders Inter Corporate

31-Jul-2025
Limited Deposit - 26.00
Barclays Bank PLC, Unsecured Term Loan 77000.00 77000.00

At the time of
70
Amount
Sanctioned Outstanding As on
Name of Type of 31 December 2022 Repayment Date /
lender Facility (Rs. Laks) (Rs. Laks) Schedule
Maturity
777444.00
13.3 Details of Outstanding Non-Convertible Securities as on December 31, 2022
Tenor/
Period Amount Date of Redemption
Coupon (per Credit Security
Series of NCS of (in INR Allotmen Date /
annum) Rating ^
Matur Crore) t Schedule
ity
Tranche V 120 CARE See Note

Series II mths 11.4% p. a. 15.00 06-06-13 06-06-23 “AA-” (1)
4 years
11
month CARE See Note
Series XXXIV s days 9.75% p.a. 25.00 25-11-19 25-10-24 “AA-” (1)
33
Month 21-Nov-2022 CARE See Note
Series XXXV s 9.85% p.a. 50.00 21-05-20 21-Feb-2023 “AA-” (2)
36
Month CARE See Note
Series XXXVI s 9.25% p.a. 50.00 26-06-20 26-06-23 “AA-” (2)
Maximum –
7.50% p.a.
(annualised return
calculated on
XIRR basis) on
face value.
However, in
extreme situation
no coupon
amount will be
paid. Linked to 10
24 year Government CARE
Month security price AA- PP See Note
Series XLII s Bloomberg Ticker 45.90 18-05-21 18-05-23 MLD (3)
- IGB 5.85
71
Tenor/
annum) Rating ^
ity
12/01/30 Corp
(Bloomberg ID –
BM7243603
Corp, Pricing
source –Reserve
Bank of India)
Maximum –
7.70% p.a.
(annualised return
calculated on
XIRR basis) on
face value.
However, in
extreme situation
no coupon
amount will be
paid. Linked to 10
year Government
security price
Bloomberg Ticker
- IGB 5.85
12/01/30 Corp
(Bloomberg ID –
BM7243603
Corp, Pricing CARE
912 source –Reserve AA- PP See Note
Series XLV Days Bank of India) 75.00 25-08-21 23-02-24 MLD (3)
ICFL/22-23 368 CARE See Note

SERIES I 2024 Days 9.95% p.a. 92.00 29-12-22 01-01-24 “AA-” (3)
ICFL/22-23 See Note

SERIES II 456 CARE (3)
2024 Days 9.95% p.a. 40.00 29-12-22 29-03-24 “AA-”
ICFL/22-23 See Note

SERIES III 547 CARE (3)
2024 Days 9.95% p.a. 40.00 29-12-22 28-06-24 “AA-”
ICFL/22-23 See Note

SERIES IV 638 CARE (3)
2024 Days 9.95% p.a. 108.00 29-12-22 27-09-24 “AA-”
72
Tenor/
annum) Rating ^
ity
ICFL/22-23 See Note

SERIES V 729 CARE (3)
2024 Days 9.95% p.a. 120.00 29-12-22 27-12-24 “AA-”
*(annualised return calculated on XIRR basis) on face value. However, in extreme situation no coupon amount will be paid.
Linked to 10 years Government security price Bloomberg Ticker - IGB 5.85 12/01/30 Corp (Bloomberg ID –BM7243603
Corp, Pricing source –Reserve Bank of India)
# (annualised return calculated on XIRR basis) on face value. However, in extreme situation no coupon amount will be paid.
Linked to 10 years Government security price Bloomberg Ticker - IGB 5.85 12/01/30 Corp (Bloomberg ID –BM7243603
Corp, Pricing source –Reserve Bank of India)
^All Debentures are secured.

Note 1: Debentures are secured by (i) first pari-passu charge by way of hypothecation on the standard asset
portfolio of receivables of the Company; and (ii) first pari-passu charge on immovable property situated at
village Maharajpura of Kadi taluka, Mehsana district, Gujarat.
Note 2: Debentures are secured by (i) first pari-passu charge by way of hypothecation on the standard asset
portfolio of receivables of the Company and / or cash or cash equivalent and / or such other asset, as may be
identified by the Company and (ii) first pari-passu charge on immovable property situated at village
Maharajpura of Kadi taluka, Mehsana district, Gujarat.
Note 3: First pari-passu charge (along with banks, financial institutions and other lenders which provide credit
facilities to the Issuer) by way of hypothecation of standard asset portfolio of receivables (Net of NPA) of the
Issuer and / or cash or cash equivalent or treasury assets and / or such other asset, as may be identified by the
Company
13.4 List of Top 10 non-convertible securities as on December 31, 2022 (on cumulative basis):]
% of total
Sr Name of holders of Non-convertible Amount (in INR NCS
No Securities Crore) outstanding
1 TATA Capital Financial Services Ltd 400.00 61%
2 Bank of India 90.00 14%
3 Sporta Technologies Private Limited 75.00 11%
4 Union Bank of India 50.00 8%
73
% of total
Sr Name of holders of Non-convertible Amount (in INR NCS
No Securities Crore) outstanding
5 Asha Suky Thomas 5.00 1%
6 Anand Prakash Sharma 5.00 1%
7 Keshav R Murugesh 3.00 0%
8 Krishnakumar N 2.00 0%
9 Bilahari Trust 2.00 0%
10 Parthasarathy Vallabhajosyula 2.00 0%
13.5 The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like
name of the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued, as
on December 31, 2022: Guarantee of INR 12.5 crore (Rupees Twelve crore fifty lakhs only) issued to
bank(s) on behalf of IndoStar Home Finance Private Limited, wholly owned subsidiary of the Company.
13.6 Details of outstanding Commercial Paper as on December 31, 2022: Nil
13.7 Details of rest of the Borrowing(s) (if any including hybrid debt like FCCB, Optionally Convertible
Debentures/ Preference Shares) as on December 31, 2022 – Nil
14 DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED

WHERE TAKEN/ ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER IN
WHOLE OR PART, (II) AT PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF ANY
OPTION
14.1.1 The Issuer has not issued any debt securities nor taken any borrowings for consideration other
than cash, whether in whole or part.
14.1.2 The Issuer has not issued any debt securities at a premium or discount which are outstanding as
on date.
14.1.3 The Issuer has not issued any debt securities nor taken any borrowings in pursuance of an option.
15 DISCLOSURES ON ALM AS ON MARCH 31, 2022: Please refer to Annexure IV (Disclosures on Asset
Liability Management (ALM))
16 DETAILS OF ALL DEFAULT(S) AND/OR DELAY IN PAYMENTS OF INTEREST AND

PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL
INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE COMPANY, IN
THE PAST 3 YEARS INCLUDING THE CURRENT FINANCIAL YEAR – Nil
74
17 ANY MATERIAL EVENTS OR DEVELOPMENTS OR CHANGE HAVING IMPLICATIONS ON

THE FINANCIALS OR CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY
PROCEEDINGS AGAINST THE ISSUER OR PROMOTERS, TAX LITIGATIONS RESULTING
IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT, ETC.) AT THE TIME
OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTOR(S) DECISION TO INVEST
OR CONTINUE TO INVEST IN THE NON-CONVERTIBLE SECURITIES- Nil
18 ANY LITIGATION OR LEGAL ACTION PENDING OR TAKEN BY A GOVERNMENT

DEPARTMENT OR A STATUTORY BODY DURING THE LAST THREE YEARS
IMMEDIATELY PRECEDING THE YEAR OF THE ISSUE OF THIS PRIVATE PLACEMENT
MEMORANDUM AGAINST THE PROMOTER OF THE COMPANY:
The Promoters does not have any litigation or legal action pending or taken by any government
department or any statutory authority during the 3 (three) years immediately preceding the year of the
Private Placement Memorandum except special leave to appeal against the final order of the Bombay
High Court in the matter of deducting tax at source under Section 197 of the Income Tax Act, 1961 as
amended from time to time ("IT Act”), filed by assistant commissioner of Income Tax Department
against Indostar Capital, one of the Promoter of the Company.
19 DETAILS OF DEFAULT AND NON-PAYMENT OF STATUTORY DUES: None
20 CONFIRMATION OF DEBENTURE TRUSTEES’ CONSENT FOR APPOINTMENT UNDER

REGULATION 8 OF SEBI NCS REGULATIONS
The Company has appointed IDBI Trusteeship Services Limited (ITSL) as Debenture Trustee. The
address and contact details of ITSL have been mentioned above.
ITSL has given its consent to act as Debenture Trustee to the Debenture Holders vide letter ref no. 55353-
1/ITSL/OPR/CL/22-23/Deb/1301 dated March 10, 2023 appended as Annexure V. This will be
mentioned in all subsequent periodical communications sent to the holders of Debentures. The Issuer
has/will enter a Debenture Trustee Agreement / Debenture Trust Deed, inter alia, specifying the powers,
authorities and obligations of the Issuer and the Debenture Trustee in respect of the Debentures.
The Debenture Holders shall, without any further act or deed, be deemed to have irrevocably given their
consent to the appointment of the Debenture Trustee by the Company. The Debenture Holders shall,
without further act or deed, also be deemed to have already given their consent to and to have authorised
the Debenture Trustee, or any of their agents or authorised officials to do all such acts, deeds, matters
and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute
discretion deem necessary or required to be done in the interest of the Debenture Holders or otherwise
provided for and/ or referred to in this Private Placement Memorandum. All rights and remedies under
the Debenture Trust Deed shall vest in and be exercised by the Debenture Trustee only and unless,
otherwise expressly provided for, without having it referred to the Debenture Holders.
21 IF THE SECURITY IS BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY

OTHER DOCUMENT OR LETTER WITH SIMILAR INTENT A COPY OF THE SAME SHALL
BE DISCLOSED – Not Applicable
22 ILLUSTRATION OF CASH FLOWS
The illustrative cash flows per Debenture (bearing face value of ₹ 1,00,000 (Rupees one lakh only)) is as
under:
Tranche 1:
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Actual
Scheduled Prin Disb/ Total
Description Payment Int Paid
Date Repayment Amount
Date
Pay-in Date 23-Mar-23 23-Mar-23 -100,000.00 0.00 #########
Coupon Payment 23-Jun-23 23-Jun-23 0.00 2,501.09 2,501.09
Coupon Payment 23-Sep-23 25-Sep-23 0.00 2,501.09 2,501.09
Coupon Payment 23-Dec-23 25-Dec-23 0.00 2,473.91 2,473.91
Coupon Payment 23-Mar-24 25-Mar-24 0.00 2,473.91 2,473.91
Coupon/ Principal
Payment 21-Mar-25 21-Mar-25 100,000.00 2,398.90 102,398.90
Tranche 2:
Actual
Scheduled Prin Disb/ Total
Description Payment Int Paid
Date Repayment Amount
Date
Pay-in Date 23-Mar-23 23-Mar-23 -100,000.00 0.00 #########
Coupon Payment 23-Mar-24 25-Mar-24 0.00 2,473.91 2,473.91
Coupon/ Principal
Payment 23-Sep-24 23-Sep-24 100,000.00 2,507.95 102,507.95
23 DISCLOSURES PERTAINING TO WILFUL DEFAULTER- NIL
Name of the bank declaring the entity as a wilful defaulter NIL
The year in which the entity is declared as a wilful defaulter NA
Outstanding amount when the entity is declared as a wilful defaulter NA
Name of the entity declared as a wilful defaulter NA
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Name of the bank declaring the entity as a wilful defaulter NIL
Steps taken, if any, for the removal from the list of wilful defaulters NA
Other disclosures, as deemed fit by the issuer in order to enable investors to NA

take informed decisions
Any other disclosure as specified by the Board NA
24 OTHER DETAILS
24.1 Creation of Debenture Redemption Reserve
Pursuant to the Rule 18(7)(b)(iii) of the Share Capital and Debentures Rules, listed NBFCs registered
with the RBI are not required to create a debenture redemption reserve for privately placed debentures.
24.2 Issue or Instrument specific regulations
The Debentures are governed by and will be construed in accordance with the Indian laws. The Issuer,
the Debentures and Issuer’s obligations under the Debentures shall, at all times, be subject to the
provisions of the Companies Act, regulations or guidelines or directions of the RBI, SEBI and Stock
Exchanges and other applicable laws and regulations from time to time. The Debenture-holders, by
purchasing the Debentures, agree that the courts in Mumbai shall have exclusive jurisdiction with respect
to any matters relating to the Debentures. Further, the said Debentures shall be subject to the terms and
conditions as contained in the application form, this Private Placement Memorandum, Debenture Trust
Deed, Debenture Trustee Agreement and other Transaction or Security documents.
24.3 Disclosure pertaining to charge creation
The security in relation to the Debentures shall be created in accordance with Applicable Laws on or
prior to the listing of the Debentures on the Stock Exchange, or such other timeline as may be agreed
between the eligible investors and the Issuer in accordance with the provisions of the Debenture Trust
Deed. The security shall be perfected in accordance with the timeline as specified further in the Debenture
Trust Deed.
Debentures shall be considered as secured only if the charged asset is registered with sub-registrar and
Registrar of Companies or Central Registry set up under The Security Interest (Enforcement) Rules, 2002
as applicable, or is independently verifiable by the Debenture Trustee.
24.4 Recovery expense fund
The Issuer agrees and undertakes to create and maintain a recovery expense fund, in accordance with the
regulations, guidelines and circulars issued by SEBI, and if during the currency of these presents any
guidelines are formulated (or modified or revised) by any Governmental Authority having authority
under Applicable Law in respect of creation of the recovery expense fund. The Issuer shall abide by such
guidelines and issue supplemental letters, agreements and deeds of modification, as may be required, by
the Debenture Holders or the Debenture Trustee and shall also cause the same to be registered, where
necessary subject to the same being applicable
24.5 Default in payment: Please refer to Section 26 (Term Sheet).
77
24.6 Delay in Listing: Please refer to Section 26 (Term Sheet).
24.7 Delay in allotment of securities: Please refer to Section 26 (Term Sheet)
24.8 Issue details: Please refer to Section 26 (Term Sheet).
24.9 Application Process: Please refer to Section 32 (Application Process).
24.10 Disclosure prescribed under PAS-4 of PAS Rules but not contained in this schedule, if any: Please
refer Section 29 (Disclosures as prescribed in Form PAS-4 under the Companies Act)
24.11 Project details : NA
24.12 Confirmation of existing lender’s consent for creation of pari passu charge in favor of the
Debenture Trustee to the Issue: The Issuer hereby undertakes where the assets to be provided as
security for the Debentures are already charged to secure debt, the consent to create a pari-passu charge
on the assets of the Issuer has been obtained.
24.13 Further Issue under existing International Securities Identification Number (“ISIN”)
(a) Company reserves right to make multiple issuances under the same ISIN with reference to
SEBI Operational Circular No. SEBI/HO/DDHS/P/CIR/2021/63 dated 10 August 2021, as
amended from time to time; and
(b) Issue can be made either by way of creation of fresh ISIN or by way of issuance under the
existing ISIN at premium or par or discount as the case may be in line with aforesaid SEBI
Circular, as amended from time to time.
24.14 Side Letter: The Issuer undertakes that the Issuer has no side letter with any debt securities holder except
the one(s) disclosed in this Private Placement Memorandum. Any covenants later added shall be
disclosed on the stock exchange website where the Debentures are listed.
24.15 Summary of reservation or qualifications or adverse remarks of auditors in the last five Financial Years
immediately preceding the year of issue of private placement offer cum application letter and of their
impact on the financial statements and financial position of the Company and the corrective steps taken
and proposed to be taken by the Company for each of the said reservation or qualifications or adverse
remark – Nil, except as detailed below:
For the year ended 31 March 2022:
Qualified Opinion by Auditors
We have audited the accompanying standalone financial statements of the Company, which comprise the
Balance Sheet as at 31 March, 2022, and the statement of profit and loss (including other comprehensive
income), the statement of cash flows and the statement of changes in equity for the year then ended, and
a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, except
for the possible effects of the matter described in ‘Basis for Qualified Opinion’ section of our report, the
aforesaid standalone financial statements give the information required by the Companies Act in the
manner so required and give a true and fair view in conformity with the Ind As prescribed under section
133 of the Companies Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
78
amended from time to time and other accounting principles generally accepted in India, of the state of
affairs of the Company as at 31 March 2022, and its loss, total comprehensive loss, its cash flows and
the changes in equity for the year ended on that date.
Basis for Qualified Opinion
As at 31 March, 2022, the gross loan balances relating to CV loans and SME loans are INR 448,399
lakhs and INR 153,484 lakhs respectively out of total gross loans of INR 760,755 lakhs. The impairment
allowance of INR 111,659 lakhs as at 31 March, 2022 includes impairment allowance of INR 88,628
lakhs and INR 8,503 lakhs for CV and SME loans, respectively. Further, the security receipts relating to
CV loans and related impairment allowance are INR 41,281 lakhs and INR 18,217 lakhs, respectively
and the fair value of the financial guarantee relating to CV loans included within other financial liabilities
is INR 2,993 lakhs as at 31 March, 2022.
As a result of control deficiencies in the CV and SME loans portfolio identified during the audit for the
year ended 31 March, 2022, the audit committee of the Company, appointed an external agency to:
(a) review existence of the borrowers for the CV and SME loans;
(b) assess the quality and risks pertaining to the loan portfolio for CV and SME loans; and
(c) review of: (i) loan files for the period January 2022 to March 2022, (ii) operational risk
management framework and (iii) internal control framework for the CV and SME loans.
Further, the audit committee has also appointed an external law firm to review the transactions
pertaining to the CV and SME loans portfolio for (i) identifying the root cause of control
deficiencies, (ii) evaluating the business rationale for transactions executed through deficient
controls and (iii) examining documentation and interacting with identified employees and/or ex-
employees to understand the transactions which were processed through deficient controls
(“Conduct review”).
As at the date of this Report, the external agency provided their report on matters relating to (a)
to (c) above which was considered by the Company in recording an impairment allowance (net
of recoveries) of INR 115,077 lakhs for the year ended 31 March, 2022 (includes INR 48,075
lakhs for CV loans, INR 782 lakhs for SME loans, INR 14,533 lakhs for investment in security
receipts and INR 1,351 lakhs for changes in fair value of financial guarantee contracts and INR
57,764 lakhs was recorded for loan assets written off during the year).
As per information and explanations provided to us, the external law firm has not submitted their
findings relating to the Conduct review stated above to the audit committee of the Company.
Further, the Company has concluded that it is impracticable to determine the prior period-
specific effects, if any, of the impairment allowance, loan assets written off and changes in fair
value of financial guarantee contracts recorded during the year ended 31 March, 2022 in respect
of account balances identified above and explained by the Company in Notes 41.2 and 41.3 to
the standalone financial statements. As a result, we are unable to determine whether (i) any
adjustments are required for prior period(s) relating to the impairment recorded for the year
ended 31 March, 2022 and (ii) any additional adjustments to the year ended 31 March, 2022 and
prior period(s) are required relating to the outcome of the conduct review for:
(a) the impairment allowance and therefore the carrying value of CV and SME loans;
(b) the impairment allowance and therefore the carrying value of investment in security receipts
relating to CV loans;
79
(c) the fair value of financial guarantee contracts relating to CV portfolio;
(d) interest income and fees and commission income relating to CV and SME loans for any
consequential impact arising due to (a) to (b) above; and
(e) presentation and disclosures in the standalone financial statements arising due to
consequential impact arising from (a) to (b) above.
Comments in Annexure B to the Auditors Report
(iii) (b) In our opinion, having regard to the nature of the Company’s business, the loans and advances in
the nature of loans given, the investments made, guarantees provided and security given, during the year
are, prima facie, not prejudicial to the Company’s interest. Our reporting under this clause is subject to our
observations identified in the ‘Basis for Qualified Opinion’ section above and should be read in
conjunction with our reporting under clause (xi)(a) below.
(iii) (c) In respect of loans and advances in the nature of loans (together referred to as “loan assets”), the
schedule of repayment of principal and payment of interest has been stipulated. Note 2.3(f)(i) to the
standalone financial statements explains the Company’s accounting policy relating to impairment of
financial assets which include loan assets. In accordance with that policy, loan assets were categorised as
credit impaired (“Stage 3”) and those where the credit risk has increased significantly since initial
recognition (“Stage 2”). Disclosures in respect of such loans have been provided in Note 31(E) to the
standalone financial statements. Additionally, out of loans and advances in the nature of loans, where credit
risk has not significantly increased since initial recognition (categorised as “Stage 1”), delinquencies in the
repayment of principal and payment of interest aggregating INR 26,449 lakhs were also identified, albeit
of less than 31 days. In all other cases, the repayment of principal and interest is regular. Having regard to
the nature of the Company’s business and the volume of information involved, it is not practicable to
provide an itemised list of loan assets where delinquencies in the repayment of principal and interest have
been identified. Our reporting under this clause is subject to our observations identified in the Basis of
Qualified Opinion section above.
(iii) (d) The total amount overdue for more than ninety days (stage 3 loan assets), in respect of loans and
advances in the nature of loans, as at the year-end is INR 118,092 lakhs as disclosed in Note 31(E) to the
standalone financial statements. Reasonable steps are being taken by the Company for recovery of the
principal and interest. Our reporting under this clause is subject to our observations identified in the Basis
of Qualified Opinion section above.
(xi) (a) As described in the ‘Basis for Qualified’ Opinion section above, the audit committee of the
Company has appointed an external law firm to review the transactions pertaining to CV and SME loans
portfolio for: (i) identifying the root cause for control deficiencies, (ii) evaluating the business rationale
for transactions executed through deficient controls and (iii) examining documentation and interacting with
identified employees and/or ex-employees to understand the transactions which were processed through
deficient controls (“Conduct review”). As at the date of this report, the external law firm has not submitted
their findings relating to the Conduct review to the audit committee of the Company. In the absence of this
information, we are unable to comment as to whether any fraud by the Company or any material fraud on
the Company has been noticed or reported during the year.
(xvii) Considering the standalone financial statements of the Company as presented, and the matter of audit
qualification as reported by us in ‘Basis for Qualified Opinion’ section of our Audit Report, the effect of
which we have been unable to determine, we are unable to state if the Company has incurred cash losses
during the financial year covered by our audit. The Company has not incurred cash losses in the
immediately preceding financial year.
80
Directors’ response to qualifications above of the Statutory Auditors in the Audit Report
With respect to the qualifications of the Statutory Auditors, the Company has concluded that it is
impracticable to determine the prior period specific effects, if any, of the impairment allowance, loan assets
written off and changes in fair value of financial guarantee contracts recorded during the year under review
in respect of loan assets, investment in security receipts and impairment thereon because significant
judgements have been applied in determining the staging of the loan assets and the related impairment
allowance for events and conditions which existed as on March 31, 2022 and the Company believes it is
not practicable to apply the same judgement without hindsight for the prior period(s).
As set out in Company’s state of affairs above, the audit committee has also initiated a separate Conduct
review which is currently ongoing.
During the year under review, the Statutory Auditors have not reported any instances of fraud in the
Company committed by officers or employees of the Company to the audit committee under
Section143(12) of the Companies Act.
The Statutory Auditors have also observed the following in their report(s) on the audited standalone
and consolidated financial statements of your Company for the financial year ended March 31, 2022:
As discussed in Note 41.4 to the standalone financial statements, the total liabilities exceed the total assets
maturing within 12 months by INR 220,604 lakhs and for certain borrowings, the gross non-performing
asset (GNPA) and/or net non-performing asset (NNPA) ratios have exceeded thresholds because of
additional impairment allowance recorded during the year. These events or conditions, along with other
matters as set forth in Note 41.4 to the standalone financial statements, indicate that a material uncertainty
exists that may cast significant doubt on the Company’s ability to continue as a going concern. The
standalone financial statements of the Company have been prepared on a going concern basis for the
reasons stated in the said Note.
Our opinion on the standalone financial statements is not modified in respect of this matter.
Management’s Plan to address the Going Concern uncertainty:
Subsequent to the year under review and till the adoption of the financial statements and Board’s report,
the Company has raised incremental borrowings of INR 1,170 crore from banks and financial institutions.
The part of the borrowings have been raised with the support of promoter of the Company. Further INR
300 crore have been raised through additional funding line with banks and INR 280 crore have been raised
from securitisation and asset reconstruction company sale.
As at March 31, 2022, the Company is in compliance with the required capital adequacy ratios and has
cash and cash equivalents aggregating INR 71.8 crore, liquid investments aggregating INR 294 crore and
has pool of loan assets eligible for securitization in the event the lenders recall the borrowing arrangements.
As at the date of adoption of these financial results, none of the lenders have recalled their borrowings.
Further, after due approvals by the Board of Directors of the Company, Management may also plan to raise
additional financing through monetization of a portion of its holding in its 100% subsidiary lndoStar Home
Finance Private Limited. Accordingly, the Management considers it appropriate to prepare these financial
statements or results on a going concern basis and that the Company will be able to pay its dues as they
fall due and realise its assets in the normal course of business.
25 TERMS AND CONDITIONS OF THE ISSUE
The Company proposes to issue upto 10,000 senior, secured, redeemable, rated, listed, taxable non-
convertible debentures of face value of INR 1,00,000 each (Indian Rupees one lakh only) amounting to
81
INR 100,00,00,000 (Indian Rupees one hundred crore only) (“Tranche 1”) and 10,000 secured,
redeemable, rated, listed, senior, taxable non-convertible debentures of face value of INR 1,00,000 each
(Indian Rupees one lakh only) amounting to INR 100,00,00,000 (Indian Rupees one hundred crore only)
with a green shoe option for upto 50,000 secured, redeemable, rated, listed, senior, taxable non-
Convertible Debentures of face value of INR 1,00,000 each (Indian Rupees one lakh only) amounting
upto INR 500,00,00,000 (Indian Rupees Five hundred crore only) (“Tranche 2”) (“Debentures”).
82
26 TERM SHEET
1. Name of the Instrument 9.95% ICFL 22-23/Series VI 2025 as Tranche 1
9.95% ICFL 22-23/Series VII 2024 as Tranche 2
2. Type of Instrument Senior, Secured, Redeemable, Rated, Listed, Taxable, Non-Convertible

Debentures
3. Nature of Instrument Secured
4. Seniority Senior (Pari-passu)
5. Mode of Issue Dematerialized, Private Placement
6. Issuer/ Company IndoStar Capital Finance Limited
7. Promoter Brookfield and ICM
8. Brookfield Brookfield Asset Management Inc., along with its Affiliates,

subsidiaries, investment funds including but not limited to BCP V
Multiple Holdings Pte. Ltd
9. Face Value INR 1,00,000 (Indian Rupees One Lakh only) per Debenture
10. Issue Price At par value of INR 1,00,000/- (Indian Rupees One Lakh Only) per
Debenture
11. Allotment Quantity Tranche 1 – 10,000 Debentures
Tranche 2 – 10,000 Debentures with a green shoe option of 50,000

Debentures
12. Issue Size 10,000 senior, secured, redeemable, rated, listed, taxable non-
convertible debentures of face value of INR 1,00,000 each (Indian
Rupees one lakh only) amounting upto INR 100,00,00,000 (Indian
Rupees one hundred crore only) (“Tranche 1”) and 10,000 secured,
redeemable, rated, listed, senior, taxable non-convertible debentures of
face value of INR 1,00,000 each (Indian Rupees one lakh only)
amounting upto INR 100,00,00,000 (Indian Rupees one hundred crore
only) with a green shoe option for upto 50,000 secured, redeemable,
rated, listed, senior, taxable non-convertible debentures of face value of
INR 1,00,000 each (Indian Rupees one lakh only) amounting upto INR
500,00,00,000 (Indian Rupees Five hundred crore only) (“Tranche 2”)
13. Tenor For Tranche 1, the date falling on the expiry of 24 (twenty-four) months
from Deemed Date of Allotment.
For Tranche 2, the date falling on the expiry of 18 (eighteen) months

from the Deemed Date of Allotment.
14. Ranking Each Debenture issued by the Company will constitute direct, secured
and senior obligations of the Company. The claims of the Debenture
83
Holders shall be akin to the claims of senior secured lenders and shall
rank pari-passu with all senior, secured indebtedness of the Company.
The claims of the Debenture Holders shall be superior to the claims of

investors/lenders of Tier I and Tier II Capital.
Each of the Debenture Holders shall inter-se rank pari passu in relation
to their rights and benefits in relation to the Debentures, without any
preference or privilege.
15. Listing (including name of (i) Proposed to be listed on the wholesale debt market segment of BSE
Stock Exchange(s) where it Limited within 3 (three) trading days from the date of closure of the
will be listed and timeline for Issue.
listing)
(ii) In case of delay in listing the Debentures beyond 3 (three) trading
days from the date of closure of respective Issue, the Company shall
pay penal interest of 1% (one percent) p.a. over the Coupon Rate for
the period of delay (i.e. from the Deemed Date of Allotment to the
date of listing).
16. Rating of the Instrument “CRISIL AA-/Watch Negative” by CRISIL Ratings Limited
17. Minimum subscription INR 1,00,00,000/- (Indian Rupees One Crore only)
amount
18. Objects of the Issue / Purpose The proceeds of the Issue will be utilized for the following purposes:
for which there is
requirement of funds (i) The funds raised through this Issue, after meeting the
expenditures of and related to the Issue, will be used for:
(a) Refinancing existing borrowings;
(b) Onward lending to customers, organically or

inorganically, as per RBI guidelines, in compliance with
relevant regulatory guidelines.
(ii) The proceeds of the issuance shall not be utilised for any
purpose which may be in contravention of the Governmental
Authority / RBI / SEBI / Other regulatory guidelines.
(iii) Issue proceeds will not be used for acquisition of land or for
investing in Money Markets/Capital Markets or for the
following purposes which are not eligible for bank finance:
1. Bills discounted / rediscounted by the Company
2. Investments of the Company both of current and long-term

nature, in any company / entity by way of shares,
debentures
3. Unsecured loans / inter-corporate deposits by the Company

to / in any company
84
4. All types of loans and advances by the Company to their

subsidiaries, group companies / entities
Further lending to individuals for subscribing to Initial Public Offerings

(IPOs) and for purchase of shares from secondary market.
19. In case the issuer is a non- Not Applicable

banking financial company
and the objects of the issue
entail loan to any entity who
is a ‘group company’ then
disclosures shall be made
20. Mandatory Redemption The Company has to mandatorily redeem the Debentures without
Event(s) paying any pre-payment premium upon occurrence of the following
mandatory redemption events:
(i) the credit rating of the Company/Debentures (Tranche 1) or

Debentures (Tranche 2) (as the case may be) by any Credit
Rating Agency is downgraded by 2 notches from the current
rating level;
For the purpose of above Mandatory Redemption, it is clarified

that, for instance, if the Debentures are rated AA- by CRISIL, the
Debenture Holders shall get the right to recall the Debentures,
if CRISIL downgrades the Debentures to A or below. If the
company is rated A+ by CARE on the Deemed Date of Allotment,
the Debenture Holders shall get the right to recall the
Debentures, if CARE downgrades the Company to A- or below.
(ii) Brookfield ceasing to hold at least 51% shareholding in the

Company on fully diluted basis;
(iii) Brookfield ceases to have management control on the Company,

in accordance with the provisions in the Debenture Trust Deed;
and/or
(iv) with respect to a Debenture Holder, funding or maintaining its

investment in the Debentures becomes or will become unlawful
or contrary to any Applicable Law or regulation in any applicable
jurisdiction.
Upon the occurrence of any of the above mandatory redemption events,

the Company shall unconditionally pay to, or to the order of, the
Debenture Holder in INR, the amounts due in respect of all the
Debentures then outstanding (including but not limited to the principal
amount, the accrued coupon and default coupon and other costs, charges
and expenses), in accordance with the timelines and the process
specified in the Debenture Trust Deed and the other Transaction
Documents.
85
As further specified, modified, substituted or replaced in Clause 6.2

(Mandatory Redemption) of Part A of the Debenture Trust Deed.
21. Early Redemption Event (s) The following are the early redemption events which can be
exercised by any of the Debenture Holders:
(i) withdrawal / suspension of the credit rating of any of the tranches

of the Debentures/ Company or affixation of remarks to the existing
credit rating of any of the tranches of the Debentures/ Company, for
instance- ‘Issuer Not Cooperating’;
(ii) the Company fails to comply with or breaches any Financial

Covenant and/or any other covenants set out in the Debenture Trust
Deed or any other Transaction Documents;
Upon the occurrence of an early redemption event, the Company shall

(i) promptly, but in no event beyond 2 (two) days of the occurrence of
the early redemption event, notify the Debenture Trustee, and (ii) within
3 (three) Business Days of the occurrence of the early redemption event,
notify the Debenture Holders (on the basis of the benpos statement
provided by the relevant Depository).
Any of the Debenture Holders (acting by itself or through the Debenture

Trustee) shall have the right to require the Company to redeem the
principal amount of such number of outstanding Debentures as such
Debenture Holder(s) may, by way of a written notice within 15 (fifteen)
Business Days from the occurrence of such Early Redemption Event
(“Early Redemption Notice”), instruct the Company to redeem the
Debentures by paying an amount equal to the total amount towards the
early redemption in respect of each such Debenture.
Upon receipt of an Early Redemption Notice, the Company shall

redeem the Debentures within 30 (thirty) days calculated from the date
falling on the expiry of the 15 Business Day notice period specified in
the paragraph above, in accordance with the particulars furnished in the
Early Redemption Notice. No Default Coupon or penalty shall be
applicable further from the date of exercise of this ealy redemption
option by any of the Debenture Holders.

(Early Redemption) of Part A of the Debenture Trust Deed.
22. Redemption Amount The sum of INR 1,00,000/- (Indian Rupees One Lakh only) per
debenture, accrued Coupon, Default Coupon payable (if any), and other
charges and fees payable.
23. All commissions by whatever NA

name called, if any, paid by
Company to distributor for
selling/ distribution of such
securities to end investors
86
24. Coupon Type Fixed
25. Coupon Payment Frequency Quarterly
26. Coupon Rate 9.95% per annum payable quarterly
27. Coupon Payment Dates The coupon payment dates and the principal repayment dates are
specified below:
Tranche 1:
23 June, 2023
23 September, 2023
23 December, 2023
23 March, 2024
23 June, 2024
23 September, 2024
23 December, 2024
21 March, 2025
Tranche 2:
23 June, 2023
23 September, 2023
23 December, 2023
23 March, 2024
23 June, 2024
23 September, 2024
28. Day Count Basis Actual/ Actual
29. Coupon on Application At coupon rate from the date of realization of the cheque or receipt of
Money funds in case of RTGS till one day prior to Deemed Date of Allotment.
30. Principal Amortization Bullet
31. Redemption Value At par
32. Scheduled/Final Redemption The Company shall redeem the Debentures (Tranche 1) in full on the
Date Scheduled Redemption Date (subject to any early redemption) by
87
paying the Redemption Amount on March 21, 2025.
The Company shall redeem the Debentures (Tranche 2) in full on the

Scheduled Redemption Date (subject to any early redemption) by
paying the Redemption Amount on September 23, 2024.
33. Redemption Premium / NA

Discount
34. Security Cover Means the value as per the following formula expressed as a ratio:
SC = [RV/OL]
Where:
“SC” is the Security Cover;

“RV” is the aggregate value of all of the Secured Hypothecated
Properties after deducting the value of Secured Hypothecated Properties
required to be allocated towards meeting the security cover
requirements of other Financial Indebtedness of the Company also
secured by the Secured Hypothecated Properties;
For the avoidance of doubt, this is a notional demarcation and
deduction only and does not affect the obligation of the Company to
maintain the Security Cover as further detailed in the Debenture Trust
Deed.
and
“OL” is the aggregate outstanding nominal value / principal amount of
the Debentures.
Provided that the SC shall at all times during the tenure of the
Debentures be atleast 1.15x.
35. Option to retain Tranche 1 – Nil

oversubscription (Amount)
Tranche 2 – Upto INR 500 (Rupees Five Hundred Crore only)
36. Default Coupon Rate (i) In case of default in payment of Coupon and / or principal
redemption on the due dates, additional Coupon @ 2% p.a. over the
Coupon Rate will be payable by the Company for the defaulting
period.
(ii) In case of default by the Company in the performance of any of the

covenants of this Issue, including but not limited to the financial
covenants of this Issue, additional Coupon @ 2% p.a. over the
Coupon Rate will be payable by the Company for the defaulting
period.
(iii) In case the Company fails to perfect the security by the Security
Perfection Date, the Company shall pay default coupon of 2% (two
percent) p.a. over and above the coupon rate for the delayed period
till the perfection of the security interest over the Secured
88
Hypothecated Receivables is complete, at the option of the

Debenture Holders.
37. Discount at which security is NA

issued and the effective yield
as a result of such discount
38. Put Option Notice None
39. Put Option Price Not Applicable
40. Put Option Date Not Applicable
41. Put Notification Time Not Applicable
42. Call Option Notice None
43. Call Option Price Not Applicable
44. Call Option Date Not Applicable
45. Call Notification Time Not Applicable
46. Step Up In addition to the Coupon payable on the Debentures at the Coupon
Rate, the Company shall, immediately and in any case no later than 1
(one) Business Day from the date on which a Rating Downgrade Event
occurs, notify the Debenture Trustee in writing of such occurrence.
On the date of press release for each downgrade (of a notch) by CRISIL
or any other Credit Rating Agency in the credit rating of (i) the
Debentures, or (ii) the Company, as the case may be (“Rating
Downgrade Event”), the Coupon Rate for the Debentures will be
increased by 0.50% (zero decimal point five zero per cent) over the
Coupon Rate, as on the date of the downgrade (“Step Up Coupon
Rate”). It is hereby clarified that outlook change shall not be deemed as
rating downgrade.
Prior consent of the Debenture Trustee (acting on the instructions of the

Majority Debenture Holders) shall be required in the event that the
Debentures are required to be rated (at any time during the tenure of the
Debentures) by a Credit Rating Agency duly registered with SEBI
approved by the Debenture Trustee other than CRISIL.
In the event of multiple ratings, the lowest of the ratings available for
long term borrowings shall be taken into account for purposes of
calculating the Step Up Coupon Rate.
For avoidance of doubt, it is hereby clarified that in each case the Step
Up Coupon Rate, will be applicable from the date of the press release
of CRISIL or any other Credit Rating Agency reflecting the aforesaid
credit rating downgrade.

89
(Step-Up Coupon) of Part A of the Debenture Trust Deed.
47. Step Down Coupon Rate Not Applicable
48. Issue mode of the Instrument In dematerialized mode only
49. Trading mode of the In dematerialized mode only

Instrument
50. Settlement mode of the Cheque(s) / Direct Credit / Electronic Clearing Services / RTGS
Instrument (Electronic mode) / Fund Transfer / NEFT / EBP
51. Depositories NSDL and/or CDSL
52. Registrar Link Intime India Pvt. Ltd
53. Eligible Investors Eligible Investors shall include all persons eligible to invest in these
Debentures as permitted under Applicable Laws including but not
limited to the following:
(A) Trusts; (B) portfolio managers registered with SEBI; (C)

association of persons; (D) companies and bodies corporate including
public sector undertakings; (E) commercial banks; (F) financial
institutions; (G) insurance companies; (H) mutual funds; (I) other
foreign entities allowed by SEBI and RBI; (K) any other investor
eligible to invest in these debentures.
54. Creation of recovery expense The Company has created a recovery expense fund as required in
fund accordance with regulations issued by the SEBI from time to time. The
recovery expenses fund may be utilized in accordance with requirement
of Applicable Laws.
55. All Covenants of the issue Please refer to the Annexure IX.
(including side letters,
accelerated payment clause, As further specified, modified, substituted or replaced in Schedule VI
etc.) (Covenants of the Company) of Part B of the Debenture Trust Deed.
56. Other Covenants Please refer to the Annexure IX.
As further specified, modified, substituted or replaced in Schedule VI

(Covenants of the Company) of Part B of the Debenture Trust Deed.
57. Risk Factors pertaining to Please refer Section 3 of the Private Placement Memorandum.
the Issue
90
58. Description regarding Security

Security (where applicable)
including type of security First pari-passu charge (along with banks, financial institutions and
(movable/immovable/tangibl other lenders which provide credit facilities to the Company) by way of
e etc.), type of charge (pledge/ hypothecation over portfolio of assets or receivables of the Company
hypothecation/ mortgage which are less than 90 (Ninety) days overdue from the original
etc.), date of creation of scheduled date and/or any cash and cash equivalent, unencumbered
security/ likely date of treasury assets (as further specified in the Debenture Trust Deed and
creation of security, other Security Documents) secured in favour of the Debenture Trustee
minimum security cover, for the benefit of the Secured Parties pursuant to the Deed of
revaluation, replacement of Hypothecation and any amendments thereto, and does not include any
security, interest to the investment in or loan(s) extended to the subsidiaries of the Company
debenture holder over and (“Secured Hypothecated Properties”).
above the coupon rate as
specified in the Debenture Security Cover
Trust Deed and disclosed in
the Offer Document/ Private The value of Secured Hypothecated Properties shall at all times be equal
Placement Memorandum. to 1.15x of the value of the outstanding principal amount of the
Debentures plus accrued interest (including default interest).
The Company undertakes:
(i) to maintain the Security Cover at 1.15x of the value of the

outstanding principal amount of the Debentures plus accrued
interest (including default interest);
(ii) Security shall be created before making the application for

listing of Debentures;
(iii) to register and perfect the security over the Secured

Hypothecated Properties as contemplated above no later than
the Security Perfection Date by executing a duly stamped Deed
of Hypothecation and filing CHG-9 within the time period
applicable.
The receivables forming part of the secured hypothecated receivables

must fulfil certain conditions i.e. eligibility criteria as specified below:
(a) the receivables must be in the form of loans advanced as

permitted by the RBI that are less than 90 (ninety) days overdue
from the original scheduled repayment date as on the date of
hypothecation and on an ongoing basis;
(b) the receivables have not been restructured or rescheduled;
(c) the receivables are existing at the time of selection and have not
been terminated or pre-paid;
(d) all loans hypothecated under the deed of hypothecation comply
with RBI norms and guidelines;
(e) all “Know Your Customer” norms have been complied with as
prescribed by the RBI,
as more particularly described in the Debenture Trust Deed.
91
Compliance Certificate
The Company shall supply to the Debenture Trustee, within (i) 60

(sixty) days from the end of each financial quarter save and except the
end of the financial year and (ii) 75 (seventy five) days from the end of
the financial year, along with the quarterly financial or annual
statements, a Compliance Certificate setting out (in reasonable detail),
computations as to compliance with the required Security Cover (in
accordance with Clause 24.5 (Security / Asset Cover) of the Debenture
Trust Deed) and compliance with the relevant financial covenants (as
specified herein) as at the date as at which those Financial Statements
were drawn up.
59. Non – maintenance of Default interest of 2% (two percent) p.a. over the coupon rate for the
Security Cover period of non-compliance
60. Record Date The day falling 15 days prior to each Coupon Payment Date and
Redemption Date
61. Conditions Precedent to The Company shall submit/ensure submission of the following
subscription of Debentures / documents prior to the Pay-In Date, to the satisfaction of Debenture
Disbursement Trustee (as applicable):
1. A certified true copy of latest Constitutional Documents of the

Company.
2. A certified true copy of the certificate of registration as a

‘systemically important non-deposit taking non-banking
financial company’ obtained by the Company from the RBI.
3. A certified true copy of a resolution of the Board or committee

of Board in respect of the below:
(a) approving the terms of, and the transactions

contemplated by, the Transaction Documents to which
it is a party and resolving that it execute the Transaction
Documents to which it is a party;
(b) approving the appointment of the Debenture Trustee

and each other intermediary as may be relevant for the
Issue;
(c) approving creation and perfection of the security over

the Secured Hypothecated Properties (as applicable);
(d) authorising a specified person or persons to execute the

Transaction Documents to which it is a party on its
behalf by way of a letter of authority; and
(e) authorising a specified person or persons, on its behalf,

to sign and/or dispatch all documents and notices
(including a subscription request certificate) to be
signed and/or dispatched by it under or in connection
92
with the Transaction Documents to which it is a party;
4. A certified true copy of the letter of authority by the Board or

committee of Board authorising a specified Person or Persons
to execute the Transaction Documents to which it is a party on
behalf of the Company.
5. A certified true copy of the special resolution of the

shareholders of the Company under Section 180(1)(a) and
Section 180(1) (c) of the Companies Act, 2013 setting out the
borrowing limit applicable to the Company.
6. A certified true copy of the resolution of the shareholders of the

Company under Section 42 of the Act.
7. A certified true copy of the resolution of the Board, inter alia,

approving the terms of the Issue and identifying the investors.
8. Copies of the Form MGT-14, pertaining to the resolution dated

September 29, 2022, passed by the shareholders of the
Company.
9. A certified copy of the most recent annual Financial Statements

of the Company.
10. A certified true copy of the specimen signature certificate

setting out the specimen signature of each person authorised by
the Board or committee of directors.
11. Submission of credit rating of CRISIL AA-/ Rating watch with

Negative Implications for the Debentures from CRISIL along
with a rating rationale (not older than one year from the date of
opening of the Issue), which should be valid on the date of the
Issue.
12. Receipt of all applicable consents/no-objection certificates by

the Company from its existing lenders (as applicable) as set out
in Annexure I (Details of consent from existing lenders of the
Company) of the Debenture Trust Deed.
13. In the event there are no no-objection certificates required to be

obtained from the existing lenders of the Company under
paragraph 11 above, a certificate from an independent chartered
accountant certifying that (i) a no-objection certificate is not
required to be obtained from any existing lenders of the
Company and (ii) the existing lenders of the Company hold a
pari-passu charge over the Secured Hypothecated Properties
and no pari passu charge on the other assets of the Company.
14. Submission of the in-principle approval of the Stock Exchange

for listing of the Debentures.
15. Evidence of receipt of an ISIN from the Depository in relation

93
to the issuance of the Debentures in dematerialised form.
16. Evidence on the opening of/ use of an existing separate bank

account by the Company for deposit of the subscription
proceeds.
17. Evidence on appointment of Debenture Trustee and submission

of consent letter of the Debenture Trustee to act as the trustee
for the Issue.
18. A certificate from a director/authorised officer of the Company

addressed to the Debenture Trustee and the legal counsel.
19. Evidence of payment of the stamp duty on Debentures, by the

Company to the concerned Depository.
20. The Company shall ensure that the audited Financial

Statements for the most recent Financial Year or limited review
financials for the half-year ended 30 September 2022 were
provided to the Debenture Trustee by the Company.
21. A certificate from an independent chartered accountant, as

acceptable to the Debenture Trustee, in relation to the
Company.
22. Submission of executed copies of specified the following

Transaction Documents by all parties thereto and appropriately
stamped, in form and substance satisfactory to the Debenture
Trustee:
(a) the Debenture Trustee Agreement;
(b) the private placement offer cum application letter in

Form PAS-4; and
(c) the Private Placement Memorandum.
23. Certified true copies of all ‘know your customer’ requirements

to the satisfaction of the Debenture Trustee.
24. Consent letter and engagement letter from the registrar and
transfer agent of the Company confirming its appointment as
registrar and transfer agent for the Issue of Debentures.
25. Due diligence certificate to be issued by the Debenture Trustee

as per format specified in Annexure A of the SEBI Monitoring
Circular, to the Company and Company to file it with the Stock
Exchange(s) at the time of filing the relevant Disclosure
Document.
26. Execution of listing agreement and tripartite agreements.
27. Conditions precedent satisfaction letter / e-mail from the legal
94
counsel to the Issue.
28. Submission of legal opinion by the legal counsel to the Issue.
29. Such other documents, undertakings, compliances with

conditions that may be requested or prescribed by the
Debenture Trustee and / or the Debenture Holders, as
confirmed by the Debenture Trustee prior to uploading of the
Private Placement Memorandum under the electronic book
provider process.
30. The Company shall provide the Debenture Trustee with the pre-
authorisation pertaining to the Subscription Account on or prior
to the Deemed Date of Allotment.
The Company shall submit/ensure submission of the following

documents prior to listing of the Debentures:
1. Submission of executed copies of specified the following

Transaction Documents by all parties thereto and appropriately
stamped, in form and substance satisfactory to the Debenture
Trustee:
(a) The Debenture Trust Deed;
(b) the Deed of Hypothecation;
2. Company shall provide notarized copy of the Deed of

Hypothecation.
3. A copy of Board resolution authorising allotment of

Debentures.
4. Due diligence certificate to be issued by the Debenture Trustee

as per format specified in Annexure B of the SEBI circular
bearing reference number SEBI/ HO/ MIRSD/ CRADT/ CIR/
P/ 2020/23 dated November 12, 2020, as amended from time to
time, confirming creation of charge over security and execution
of the Debenture Trust Deed, prior to making listing application
for Debentures.
5. Such other documents, undertakings, compliances with

conditions that may be requested by the Stock Exchange for the
purpose of listing of the Debentures.
As further specified, modified, substituted or replaced in Part A

(Conditions Precedent to Pay-In Date) and Part B (Conditions
Precedent to Listing of Debentures) of Schedule IV of the Debenture
Trust Deed.
95
62. Condition Subsequent to No. Condition Subsequent Timeframe

subscription of Debentures /
Disbursement 1. The Company shall maintain a Within 30 (thirty)
record in Form PAS-5 of the days from the
Companies (Prospectus and Deemed Date of
Allotment of Securities) Rules, Allotment.
2014 in respect of the Issue of the
Debentures.
2. The Company shall file a return of Within 3 (three)

allotment of securities in Form days from the
PAS-3 under Rule 14 of the Deemed Date of
Companies (Prospectus and Allotment.
Allotment of Securities) Rules,
2014 with the Registrar of
Companies along with a list of the
Debenture Holders and with the
prescribed fee.
3. The Company shall provide Within 3 (three)

evidence of listing of the Working Days from
Debentures on the wholesale debt the date of closure
market segment of the Stock of the Issue.
Exchange.
4. The Company shall credit the Within 2 (two)

Debentures in the demat Working Days from
account(s) of the allottee(s). the Deemed Date of
Allotment
5. The Company shall submit an Within 10 (ten)

acknowledged copy of the Business Days from
application made to the income- the Deemed Date of
tax authority under section 281 of Allotment.
the Income Tax Act, 1961
6. The Company shall deliver to the No later than the

Debenture Trustee a certified true Security Perfection
copy of the Form CHG-9 filed by Date
the Company, recording the
creation of the Security Interest
created for the benefit of the
Secured PartiesParties, together with the
relevant challan form generated by
the registrar of companies.
7. The Company shall facilitate that No later than the

the Debenture Trustee makes Security Perfection
relevant filings in respect of the Date
Security Documents (wherever
applicable) with Central Registry
of Securitization Asset
Reconstruction and Security
96
Interest and the Company shall

provide all assistance necessary
and desirable enabling the
Debenture Trustee to make the
relevant filing.
As further specified, modified, substituted or replaced in Part A

(Conditions Subsequent) and Part B (Conditions Precedent to Listing of
Debentures) of Schedule IV of the Debenture Trust Deed.
63. Events of Default Key Events of Default:

The key events of default include:
(including manner of voting
/conditions of joining 1. Failure to comply with Applicable Law
Intercreditor Agreement) 2. Default in payments of Obligations
3. Default in performance of covenants and conditions
4. Misrepresentation
5. Insolvency
6. Insolvency proceedings
7. Proceedings against company
8. Company ceases to carry on business
9. Expropriation
10. Cessation of business
11. Repudiation and recession of agreements
12. Material Adverse Effect
13. Unlawfulness and invalidity
14. Moratorium
15. Fraud
16. Cross default
17. Liabilities exceed the assets
18. Prompt corrective action
Any other event specified in Schedule VII (Events of Defaults and

Consequences) of the Debenture Trust Deed, each subject to cure
periods, as applicable and as more particularly described in the
Debenture Trust Deed.
97
64. Consequences of Event of Upon occurrence of any of the aforesaid event of default, the
Default consequences of default will include but not be limited to the following:
(a) require the Company to mandatorily redeem the Debentures

and accelerate repayment all or part of the Obligations due and
including the Principal Amount on the Debentures, along with
accrued but unpaid Coupon, the Default Coupon, and other
costs, charges and expenses incurred under or in connection
with the Transaction Documents; and/or
(b) enforce the Security Interest created pursuant to the Security

Documents; and/or
(c) appropriate any amount in the bank account maintained and

operated by the Company for deposit of the subscription
proceeds of the Debentures and utilize it for payment/
repayment of any amount outstanding under the Issue; and/or
(d) appoint nominee directors on the board of directors of the

Company in accordance with Applicable Laws and subject to,
and in accordance with, the provisions of the Debenture Trust
Deed.
The particulars are further specified in Clause 2, Schedule VII (Events

of Default and Consequences) of the Debenture Trust Deed.
65. Transaction Documents (i) Debenture Trustee Agreement;
(ii) Private Placement Memorandum;
(iii) PAS-4;
(iv) Debenture Trust Deed;
(v) Security Documents; and
Such other documents as agreed between the Company and the

Debenture Trustee, read with amendments, if any.
All transaction documents will comply with the requirements

prescribed by the RBI (if applicable), SEBI (if applicable) and under
the Companies Act, 2013 for the issuance of non-convertible
debentures.
66. Conditions for breach of Please refer to Schedule VII (Events Of Defaults And Consequences)
covenants (as specified in of Part B
Debenture Trust Deed)
98
67. Provisions related to Cross The occurrence of any of the following shall lead to an event of Cross
default Default:
(i) Any Financial Indebtedness of the Company or any of its

Subsidiary is not paid when due nor within any originally
applicable grace period.
(ii) Any Financial Indebtedness of the Company or its Subsidiary is

declared to be or otherwise becomes due and payable prior to its
specified maturity as a result of any actual or potential default,
event of default, credit review or other similar event (howsoever
described).
(iii) A commitment for any Financial Indebtedness of the Company

or its Subsidiary is cancelled or suspended by a creditor as a
result of an event of default (howsoever described).
(iv) Any Security Interest over any assets of the Company or its
Subsidiary to secure any other Financial Indebtedness becomes
enforceable.
(v) If the Company or its Subsidiary is declared as a wilful defaulter

under any Financial Indebtedness.
As further specified, modified, substituted or replaced in Schedule VII

(Events of Defaults and Consequences) of Part B of the Debenture
Trust Deed.
68. EBP Process Issue and Payment Procedure
• Bidding Process
All Eligible Investors are required to apply for the Issue and make
payment of the full application amount in accordance with the
Bidding Process outlined in the Private Placement Memorandum. The
Issue will be through closed bidding on the EBP platform in line with
Chapter VI of SEBI Operational Circular issued under SEBI NCS
Regulations.
• Manner of settlement
Settlement of the Issue will be done through ICCL and the account
details are given in the section on ‘Payment Mechanism’ of this
Private Placement Memorandum.
• Provisional or Final Allocation
Allotment to the bidders shall be done on yield-time priority basis.
Bidding Scenario Allotment
First case scenario Yield priority
99
Where two or more bids Time-priority basis

are at the same yield
Where two or more bids Pro-rata basis

have the same yield and
time
Post completion of bidding process, the Company will upload the

provisional allocation on the BSE EBP platform. Post receipt of
details of the successful bidders, the Company will upload the final
allocation file on the BSE-EBP platform.
• Method of Allotment
The allotment will be done on Uniform Yield basis in line with EBP
Guidelines.
• Settlement cycle
The process of pay-in of funds by investors and pay-out to Company

will be done on T+1 day, where T is the Bidding day. For further,
details, please see below section named ‘Settlement Process’.
• Payment Mechanism
Payment of subscription money for the Debentures should be made

by the Identified Investors as notified by the Company.
The participants should complete the funds pay-in to the designated

bank account of Indian Clearing Corporation Ltd (ICCL).
List of Designated Banks is as under:
HDFC
ICICI BANK YES BANK BANK
Indian Indian
Benefici Indian Clearing Clearing Clearing
ary Corporation Corporation Corporatio
Name Ltd Ltd n Ltd
Account
Number ICCLEB ICCLEB ICCLEB
IFSC YESB0CMS HDFC000

Code ICIC0000106 NOC 0060
Mode RTGS RTGS RTGS
100
Successful bidders must do the subscription amount payment to the

Designated Bank Account on or before 10:30 a.m. on the Pay-in Date
(“Pay-in Time”). Identified Investors should ensure to make payment
of the subscription amount for the Debentures from their same bank
account which is updated by them in the BSE EBP platform while
placing the bids. In case of mismatch in the bank account details
between BSE - EBP platform and the bank account from which
payment is done by the successful bidder, the payment would be
returned.
Note: In case of failure of any Identified Investor to complete the

subscription amount payments by the Pay-in Time or the funds are
not received in the Designated Bank Account by the Pay-in Time for
any reason whatsoever, the bid will liable to be rejected and the
Company shall not be liable to issue Debentures to such Identified
Investors.
• Settlement Process
Upon final allocation by the Company, the Company or the Registrar

on behalf of the Issue shall instruct the Depositories on the Pay-In
Date, and the Depositories shall accordingly credit the allocated
Debentures to the demat account of the successful bidder.
The Company shall give the instruction to the Registrar for crediting
the Debentures by 12:00 p.m. on the Pay-In Date. The Registrar shall
provide corporate action file along with all requisite documents to
Depositories by 12:00 p.m. on the Pay-In Date. On the Pay-In Date,
the Depositories shall confirm to the Company the transfer of
Debentures in the demat account(s) of the successful bidder(s).
69. Manner of Bidding Closed Bidding
70. Mode of Allotment / Uniform allocation

Allocation option
71. Mode of Settlement RTGS / NEFT /EBP
72. Settlement Through ICCL & BSE
73. Debenture Trustee to the IDBI Trusteeship Services Limited

Issue
74. Role and Responsibilities of To oversee and monitor the overall transaction for and on behalf of the
Debenture Trustee Debenture Holders
75. Approvals The Company agrees to comply with all applicable rules and regulations
in respect of the transaction. The Company will be responsible for
taking all necessary authorization and / or approvals internal, external
regulatory, statutory or otherwise
101
76. Governing Law and The Transaction Documents shall be governed by the laws of India. The
Jurisdiction courts in Delhi will have exclusive jurisdiction in relation to any dispute
that may arise out of or in connection with any of the Transaction
Documents.
77. Calculation Date Any date with reference to which any Security Cover is calculated for
purposes of the Transaction Documents, and means each day from (and
including) the date of the Debenture Trust Deed until the Final
Settlement Date.
78. Validity of the Placement This Private Placement Memorandum is valid until the Issue Closing
Memorandum Date
79. Issue/ Bid Timing 10:00 a.m. to 2:00 p.m.
80. Issue / Bid Opening date March 21, 2023
81. Issue / Bid Closing Date March 21, 2023
82. Pay in Date March 23, 2023
83. Deemed Date of Allotment March 23, 2023
84. Coupon Reset Process N/A
85. Date of earliest closing of the Not applicable.

Issue, if any
86. Disclosure of Coupon / As specified in “Coupon Payment Dates” and “Scheduled/Final

Redemption Dates Redemption Date”
While the debt securities are secured to the tune of 100% of the principal and interest amount or as per the terms
of Private Placement Memorandum, in favour of Debenture Trustee, it is the duty of the Debenture Trustee to
monitor that the security is maintained.
27 NOTES TO SUMMARY TERM SHEET
27.1 NOTE 1: COUPON ON DEBENTURES
The Debentures shall carry a Coupon at the rate mentioned in the Private Placement Memorandum. The
Coupon payable on any Coupon Payment Date will be paid to the Debenture Holder(s) whose names
appear in the list of Beneficial Owners given by the Depository to the Company as on the Record Date.
Other than the Deemed Date of Allotment and Coupon Payment Date, should any of the other date(s)
fall on a day that is not a Working Day, then immediately preceding Working Day shall be considered
as the effective Working Day.
Should the Deemed Date of Allotment or any Coupon Payment Date fall on a day that is not a Working
Day, then immediately succeeding Working Day shall be considered as the effective Working Day.
However the calculation of the said coupon payment would be as per the schedule originally stipulated
at the time of issuing the security. Thus, the subsequent coupon schedule would not be disturbed.
102
“Working Day” shall be a day on which Commercial Bank in Mumbai are open for business.
In case the Deemed Date of Allotment is revised (advanced or postponed) then the Coupon Payment
Date may also be revised (advanced or postponed) accordingly by the Company.
27.2 NOTE 2: INTEREST ON APPLICATION MONEY
Interest on application money will be paid to investors at the interest rate or implicit yield from the date
of realization of subscription money up to one day prior to the Deemed Date of Allotment. This clause
will not be applicable where the Deemed Date of Allotment is the same as the Issue Closing Date and
Pay-in-Date.
27.3 NOTE 3: REDEMPTION
Unless previously redeemed or purchased and cancelled, the Debentures shall be redeemed at such price,
at the expiry of the tenor, as mentioned in the Private Placement Memorandum.
27.4 NOTE 4: PAYMENT ON REDEMPTION
The Company shall compute the redemption proceeds to be paid to the Debenture Holder(s) as mentioned
in the Private Placement Memorandum. The Company’s liability to the Debenture Holders in respect of
all their rights including for payment or otherwise shall cease and stand extinguished after maturity, in
all events save and except for the Debenture Holder’s right of redemption. Upon dispatching the payment
instrument towards payment of the redemption amount in respect of the Debentures, the liability of the
Company shall stand extinguished. On such payment being made, the Issuer will inform the Depository
and the accounts of the Debenture Holders will be adjusted accordingly. For details on redemption, please
refer to the Term sheet.
27.5 NOTE 5: DEEMED DATE OF ALLOTMENT
The Deemed Date of Allotment shall be date as mentioned in the Private Placement Memorandum. The
actual allotment of Debentures may take place on a date other than the Deemed Date of Allotment. All
benefits, including coupon payment, relating to the Debentures will be available to the investors from
the Deemed Date of Allotment. In case if the Issue Closing Date is changed (advanced or postponed),
the Deemed Date of Allotment may also be changed (advanced or postponed) by the Company at its sole
and absolute discretion.
27.6 NOTE 6: UNDERWRITING
The present Issue of Debentures is on private placement basis and has not been underwritten.
27.7 NOTE 7: DISCLOSURE PERTAINING TO SECURITY
a) Additional Security
Please refer to Clause 24.6 (Additional Security) in Part A of the Debenture Trust Deed.
b) Supplemental Deed of Hypothecation
Please refer to Clause 24.7 (Supplemental Deed of Hypothecation) in Part A of the Debenture Trust Deed.
27.8 NOTE 8: ISSUE OF DEBENTURES IN DEMATERIALISED FORM
103
27.8.1 The Issuer has made depository arrangements with NSDL and CDSL for issue of the Debentures in
dematerialised form. The Investors holding the Debentures in dematerialised form will have to hold and
deal with the same as per the provisions of the Depositories Act, 1996 as amended from time to time
("Depositories Act”), the regulations made thereunder and the rules, regulations and bye-laws of NSDL
or CDSL, as the case may be.
27.8.2 The Applicants are requested to mention their depository participant’s name (along with the relevant
identification details) and beneficiary account number in the appropriate place in the Application Form.
The Issuer will take necessary steps to credit the depository account of the allottee(s) with the number of
Debentures allotted. The initial credit in the depository account will be akin to the letter of allotment. On
the completion of all statutory formalities, such credit will be substituted with the number of Debentures
allotted to each Debenture Holder.
27.9 NOTE 9: MODE OF TRANSFER
Transfer of Debentures in dematerialized form would be in accordance with the Depositories Act the
regulations made thereunder and the rules, regulations and byelaws of NSDL or CDSL as the case may
be. The Debenture issued under this Private Placement Memorandum shall be transferable freely amongst
the class of Investors who are eligible to apply.
The Debenture(s) shall be transferred or transmitted in accordance with the applicable provisions of the
Companies Act, regulations and circulars issued by SEBI and the Articles of Association of the
Company. The provisions relating to the transfer and transmission and other related matters in respect of
shares of the Issuer contained in the Articles of Association and the Companies Act shall apply, mutatis
mutandis (to the extent applicable to debentures) to the Debentures as well. The Debentures held in
dematerialised form shall be transferred subject to and in accordance with the rules and/or procedures as
prescribed by NSDL or CDSL or DP of the transferor or transferee and any other applicable laws and
rules notified in respect thereof. Transfer of Debentures to and from NRIs or other non-resident entities
in case they seek to hold the Debentures and are eligible to do so, will be governed by then prevailing
guidelines of the RBI. The transferee(s) should ensure that the transfer formalities are completed prior to
the Record Date. In the absence of the same, Coupon will be paid and/or redemption will be made to the
person, whose name appears in the Register of Debenture Holders or record of the Depository on the
Record Date. In such cases, claims, if any, by the transferee(s) would need to be settled with the
transferor(s) and not with the Issuer.
The normal procedure followed for transfer of securities held in dematerialized form shall be followed
for transfer of Debentures held in dematerialised form.
27.10 NOTE 10: TAX DEDUCTION AT SOURCE
As per the existing provisions of section 193 of the Income-tax Act, 1961 (‘IT Act’), no tax is deductible
at source from the amount of interest payable on any listed dematerialised security, held by a person
resident in India. However, the Finance Bill, 2023 proposes to remove such exemption from non-
deduction of tax at source in respect of interest payable on any listed demateralised security.
Consequently, where the proposed law is made effective vide the Finance Act, the following provisions
shall apply:
27.10.1The Company shall make the tax deduction as required under the applicable law and the
Company shall make a payment of such taxes deducted into the Indian government’s treasury as
required under the applicable law;
27.10.2The Company shall issue a Form No 16A (or any other similar evidence of taxes deducted) in
the format and within the timeline as prescribed under the applicable law.
104
Interest on Application Money shall be subject to tax deducted at source ("TDS”) at the rates
prevailing from time to time under the provisions of the IT Act or any other statutory
modification or re-enactment thereof. For seeking TDS exemption and/or lower rate of TDS,
relevant certificate and/or document must be lodged by the Debenture Holder(s) at the registered
office of the Company at least 15 days before the interest payment becoming due. Tax exemption
certificate and/or declaration of non-deduction of tax at source on interest on application money
should be submitted along with the application form.
For detailed tax implications of the investment in Debentures, investors should get in touch with
their tax consultant. Prospective investors are urged to consult their own tax advisors with respect
to their own tax situations and the tax consequences in respect of their investments.
27.11 NOTE 11: RIGHT TO ACCEPT OR REJECT APPLICATIONS
The Issuer is entitled at its sole and absolute discretion, to accept or reject any application, in part or in
full, without assigning any reason whatsoever.
27.12 NOTE 12: POWER OF ISSUER TO EXERCISE RIGHT TO RE-PURCHASE, RE-SELL AND/
OR RE-ISSUE THE DEBENTURES
(a) The Issuer shall be entitled to redeem (in whole or in part) or buy back all (or less than all) of the
Debentures held by one or more Debenture Holders provided that:
(i) the Issuer issues a written notice of voluntary redemption / buy-back to all Debenture
Holders and the Debenture Trustee in the manner as more particularly set out in sub-
paragraphs (b) and (c) below,
(ii) the Debenture Holder from whom the Debentures are proposed to be redeemed/ bought-
back by the Issuer consents to such redemption/ buy-back in writing subject to sub-
paragraph (c) below (each such Debenture Holder, an “Accepting Debenture Holder”).,
(iii) no Event of Default has occurred and is continuing or shall occur pursuant to such buy-
back or redemption, and
(b) The Issuer shall issue a prior written notice of voluntary redemption / buy-back to all Debenture
Holders and the Debenture Trustee (any such notice a “Issuer Notice”) specifying:
(i) the aggregate value or number of the Debentures proposed to be redeemed/ bought-back;
(ii) the date on which the Issuer proposes to redeem/ buy-back the Debentures (“Voluntary
Redemption Date” or “Buy-Back Date”, as the case may be), and
(iii) in respect of each Debenture proposed to be redeemed or bought back on the voluntary
redemption date or the buy-back date (as the case may be), the amount proposed to be
paid by the Issuer towards such voluntary redemption or buy back (as the case may be).
(c) Provided that:
(i) each Debenture Holder shall no later than 4 (four) Business Days from the date of
issuance of the Issuer Notice by the Issuer notify the Issuer in writing its consent or
rejection (as the case may be) to such redemption/ buy-back (“Response Period”) and,
in respect of a buy-back, the number of Debentures it proposes to accept to be bought
back by the Issuer pursuant to the relevant Issuer Notice,
(ii) the Issuer shall be entitled to redeem/buy back the relevant Debentures held by the
Accepting Debenture Holders on the voluntary redemption date or buy-back date (as the
case may be) as specified in such Issuer Notice, notwithstanding that all the then
105
Debenture Holders may not have consented to and/or may not have responded to the
relevant Issuer Notice within the Response Period, and
(iii) for the avoidance of doubt, it is hereby expressly clarified that, the voluntary redemption
date or the buy-back date as specified in the Issuer Notice shall be any date falling after
the expiry of the Response Period but within (and including) 10 (ten) Business Days
from the date of the relevant Issuer Notice.
(d) Where the Issuer proposes to buy-back some and not all of the Debentures held by the Accepting
Debenture Holders, the Issuer shall buy-back Debentures from such Accepting Debenture
Holders in proportion to the number of Debentures of the Accepting Debenture Holders that are
being bought back.
(e) Where the Issuer proposes to redeem the Debentures held by the Accepting Debenture Holders
in part (and not whole), the Issuer shall redeem the Debentures held by such Accepting Debenture
Holders on a pro rata basis.
Any notice of redemption or buy-back of the relevant Debentures given by the Issuer under this paragraph
shall be irrevocable in respect of the relevant Accepting Debenture Holder so long as such Accepting
Debenture Holder has consented to such redemption or buy-back (as the case may be) and notified its
consent to the Issuer in writing prior to expiry of the Response Period in accordance with this provision.
28 GENERAL TERMS APPLICABLE TO DEBENTURE HOLDERS
28.1 Payment of coupon amount
Payment of Coupon amount on the Debenture(s) will be made to those of the Debenture Holders whose
name(s) appear in the Debenture Register (or to the first holder in case of joint holders) as on the Record
Date fixed by the Issuer for this purpose and/ or as per the list provided by NSDL or CDSL to the Issuer
of the beneficiaries who hold Debentures in demat form on such Record Date, and are eligible to receive
Coupon amount. Payment will be made by the Issuer, the bank details of the allottees, by way of export
credit services or direct credit or RTGS or NEFT and where such facilities are not available the Issuer
shall make payment of all such amounts by way of payable at par cheque(s) or warrants, which will be
dispatched to the Debenture Holder(s) by registered post or speed post or courier or hand delivery on or
before the Coupon Payment Date.
Coupon amount and Redemption Amount would be payable on the relevant Coupon Payment Date or
Redemption Date to the beneficiaries as per the Register of Debenture Holder or beneficiary list provided
by the Depository as on the Record Date. The Coupon shall be computed on the basis of actual number
of days elapsed in a year, for this purpose a year to comprise of a period of 365 days except in case of a
leap year where the year will comprise of 366 days. The day count shall be on an actual or actual basis
or as maybe mentioned in the Private Placement Memorandum.
28.2 List of Debenture Holders
The Issuer shall request the Depository to provide a list of Debenture Holders as at the end of the Record
Date. This shall be the list, which shall be considered for payment of Coupon or repayment of principal
amount, as the case may be.
28.3 Rights of the Debenture Holders
The Debenture Holders will not be entitled to any rights and privileges available to the shareholders of
the Issuer and shall not be entitled to any rights and privileges other than those available to them under
statutory provisions of the Companies Act, applicable law and the Terms of the Issue. The Debentures
106
shall not confer upon the Debenture Holders the right to receive notice or to attend and vote at the general
meetings of shareholders of the Issuer. The principal amounts and coupon amounts, if any, on the
Debentures will be paid to the Debenture Holder whose name appears in the Debenture Register or list
of Beneficial Owners only, or in the case of joint holders, to the one whose name stands first.
28.4 If any resolution affecting the rights attached to the Debentures is to be placed before the shareholders,
the said resolution will first be placed before the Debenture Holders for their consideration. All
administrative and procedural issues will be resolved by the Issuer, without further reference to the
Debenture Holders.
The provisions of the Companies Act will apply to any meeting of the Debenture Holders.
The Debenture Holders will be entitled to their Debentures free from any equities and/ or cross claims
by the Issuer against the original or any intermediate or subsequent holders thereof.
28.5 Modification of rights
The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or
abrogated, subject to compliance with applicable laws, if any, in this regard, with the consent in writing
of the holders of three-fourth by value of outstanding amount of Debentures, or with the sanction of a
resolution passed at a separate Meeting of the holders of Debentures representing three-fourth by value
of outstanding amount of debentures. Provided that nothing in such consent or resolution shall be
operative against the Issuer where such consent or resolution modifies or varies the terms and conditions
of the Debentures if the same are not acceptable to the Issuer.
28.6 Notices
All notices to be given to the Debenture Holder(s) shall be first sent by electronic mail or facsimile
transmission to the Debenture Trustee or by registered post or by hand delivery to the Debenture Holder
or to such persons at such address as may be notified by the Debenture Holder from time to time.
All transfer related documents, tax exemption certificates, intimation for loss of letter(s) of allotment or
Debenture(s), etc., requests for issue of duplicate debentures, etc. and/or any other notices or
correspondence by the Debenture Trustee or the Debenture Holder(s) to the Issuer with regard to this
Issue should be first sent by electronic mail or facsimile transmission and thereafter be sent by registered
post or email or facsimile or by hand delivery to the Company or to such other person(s) at such
address(es) as may be notified by the Issuer from time to time.
28.7 Future Borrowings
The Company shall be entitled to borrow by making further issue of debentures/ bonds, other securities
in any manner and/ or raise term loans/ deposits or raise further funds by availing of financial assistance
in whatever form from time to time from such persons or banks or financial institutions or body corporate
or any other agency having the same ranking or lower ranking as compared to the ranking of the
Debentures in priority of payments or otherwise on such terms and conditions as the Company may think
appropriate, without the consent of or intimation to the Debenture Trustee and the Debenture Holder(s)
in this connection, provided that (i) the adequacy of the Secured Hypothecated Properties for the present
Issue referred hereinabove is not affected, (ii) the Security Cover is maintained in accordance with Clause
24.5 (Security / Asset Cover) of the Debenture Trust Deed and (iii) no Event of Default is continuing or
would result from the proposed borrowing.
28.8 Miscellaneous
107
Loss of coupon cheques should be intimated to the Issuer along with the request for issue of duplicate
interest cheque. The issue of duplicate cheque(s) would be governed by such conditions as may be
prescribed by the Issuer.
28.9 Confidentiality
The information and data contained herein is submitted to each recipient of this Private Placement
Memorandum on a strictly private and confidential basis. By accepting a copy of this Private Placement
Memorandum, each recipient agrees that neither it nor any of its employees or associates or advisors will
use the information contained herein for any purpose other than evaluating the specific transactions
described herein or will divulge to any other party any such information. This Private Placement
Memorandum must not be photocopied, reproduced, extracted or distributed in full or in part to any
person other than the recipient without the prior written consent of the Company. If at any time any such
reproduction or disclosure is made and the Company suffers any loss, damage or incurs liability of any
kind whatsoever arising out of or in connection with any such reproduction or disclosure, the recipient
of this Private Placement Memorandum breaching the restriction on reproduction or disclosure agrees to
hold harmless and indemnify the Company from and against any such loss, damage or liability.
108
29 DISCLOSURES AS PRESCRIBED IN FORM PAS-4 UNDER THE COMPANIES ACT
PART – A - PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER
(Pursuant to section 42 rule 14(3) of PAS Rules)

No.
1. General Information
(i) Name, address, website, if any, and Please refer to Section 5

other contact details of the Company
indicating both registered office and
corporate office
(ii) Date of Incorporation of the Company Please refer to Section 7.1 (Overview)
(iii) Business carried on by the company Please refer to Section 7.1 (Overview) and 7.3 (Subsidiary(ies)
and its subsidiaries with the details of of the Company)
the branches or units, if any
(iv) Brief particulars of the management of Please refer to Section 7.2 (Corporate Structure &
the Company Operations)
(v) Names, Addresses, Director Please refer to Section 11 (Details of Directors of the
Identification Number (DIN) and Company)
occupations of the Directors
(vi) Management’s perception of risk Please refer to Section 3 (Risk Factors)

factors
(vii) Details of default, if any, including --

therein the amount involved, duration
of default and present status, in
repayment of:
b. Statutory dues None
c. Debentures and interest thereon None
d. Deposits and interest thereon Not Applicable
e. Loan from any bank or financial None

institution and interest thereon
(viii) Name, designation, address and phone

number, email ID of the
Please refer to Section 5
nodal/compliance officer of the
company, if any, for the private
placement offer process
109

No.
(ix) Any Default in Annual filing of the None

Company under the Companies Act or
the rules made thereunder
1. Particular of Issue
(i) Financial position of the Company for Please refer to Annexure I (Financial Information)
the last 3 financial years
(ii) Date of passing of Board resolution August 14, 2022 read with resolution passed by the Debenture
Committee of the Board of the Company on March 9, 2023
(Certified true copy of the Board resolution have been
annexed in Part A of Annexure VIII)
(iii) Date of passing of resolution in the September 29, 2022

general meeting, authorising the offer
(Certified true copy of the shareholders resolution have been
of securities
annexed in Part B of Annexure VIII)
(iv) Kind of securities offered (i.e. whether Please refer to Section 25 (Terms and Conditions of the Issue)
share or debenture) and class of
security, the total number of shares or
other securities to be issued
(v) Price at which the security is being Please refer to Section 25 (Terms and Conditions of the Issue)
offered including the premium, if any,
alongwith justification of the price
(vi) Name and address of the valuer who Not Applicable

performed valuation of the security
offered and basis on which the price
has been arrived at along with report
of the registered valuer
(vii) Relevant date with reference to which Not Applicable

the price has been arrived at
(viii) The class or classes of persons to Please refer to Section 26 (Term Sheet)
whom the allotment is proposed to be
made
(ix) Intention of promoters, directors or Not Applicable

key managerial personnel to subscribe
to the offer
(x) The proposed time within which the Within the statutory time period as prescribed under the laws
allotment shall be completed applicable to the Company
(xi) The names of the proposed allottees Not Applicable

110

No.
and the percentage of post private
placement capital that may be held by
them
(xii) The change in control, if any, in the Not Applicable

Company that would occur
consequent to the private placement
(xiii) The number of persons to whom 4000 (four thousand) non-convertible debenture of face value
allotment on preferential basis / of INR 10 Lakh each has been made to 1 investor
private placement / rights issue has
already been made during the year, in
terms of number of securities as well
as price
(xiv) The justification for the allotment Not Applicable

proposed to be made for consideration
other than cash together with valuation
report of the registered valuer
(xv) Amount which the Company intends Please refer to Section 25 (Terms and Conditions to the Issue)
to raise by way of proposed offer of
securities
(xvi) Terms of raising of securities: Please refer to Section 26 (Term Sheet)

Duration, if applicable, Rate of
Dividend or rate of interest, mode of
payment and repayment
(xvii) Proposed time schedule for which the Please refer to Section 26 (Term Sheet)
private placement offer cum
application letter is valid
(xviii) Purposes and objects of the offer Please refer to Section 26 (Term Sheet)
(xix) Contribution being made by the Nil

promoters or directors either as part of
the offer or separately in furtherance
of such objects
(xx) Principle terms of assets charged as Please refer to Section 26 (Term Sheet)
security, if applicable
(xxi) The details of significant and material None

orders passed by the Regulators,
Courts and Tribunals impacting the
going concern status of the Company
and its future operations
111

No.
(xxii) The pre-issue and post-issue Not Applicable

shareholding pattern of the Company
5. Mode of payments for subscription Please refer to Section 26 (Term Sheet)
6. Disclosures with regard to interest of directors, litigation etc.
(i) Any financial or other material interest None

of the directors, promoters or key
managerial personnel in the offer and
the effect of such interest in so far as it
is different from the interest of other
persons
(ii) Details of any litigation or legal action The Promoter does not have any litigation or legal action
pending or taken by any Ministry or pending or taken by any Ministry or Department of the
Department of the Government or a Government or any statutory authority during the 3 (three)
statutory authority against any preceding Financial Years or any directions issued by such
promoter of the Issuer during the last Ministry or Department of the Government except special
three years immediately preceding the leave to appeal against the final order of the Bombay High
year of the issue of the private Court in the matter of deducting tax at source under Section
placement offer cum application letter 197 of the IT Act, filed by assistant commissioner of Income
and any direction issued by such Tax Department against Indostar Capital, Promoter of the
Ministry or Department or statutory Company
authority upon conclusion of such
litigation or legal action shall be
disclosed
(iii) Remuneration of Directors Please refer to Section 11 (Details of remuneration of

directors)
(iv) Related Party transactions entered • For financial year 2021 - 22:
during the last three financial years
Note 32 of the Annual Audited Standalone Financial
immediately preceding the year of
Statements of the Company for the financial year 2021-22
issue of private placement offer cum
annexed herewith at Annexure II.
application letter including with
regard to loans made or, guarantees
given or securities provided
• For financial year 2020 – 21:
• For financial year 2019-20:

112

No.
(v) Summary of reservation or Please refer to Section 24.13 (Other Details)

qualifications or adverse remarks of
auditors in the last five Financial
Years immediately preceding the year
of issue of private placement offer
cum application letter and of their
impact on the financial statements and
financial position of the Company and
the corrective steps taken and
proposed to be taken by the Company
for each of the said reservation or
qualifications or adverse remark
(vi) Details of any inquiry, inspections or Nil

investigations initiated or conducted
under the Companies Act or any
previous company law in the last three
years immediately preceding the year
of issue of private placement offer
cum application letter circulation of
offer letter in the case of company and
all its subsidiaries, and if there were
any prosecution filed (whether
pending or not), fines imposed,
compounding of offences in the last
three years immediately preceding the
year of the private placement offer
cum application letter and if so,
section wise details thereof for
company and all its subsidiaries
(vii) Details of acts of material frauds Nil

committed against the Company in the
last 3 three Financial Years, if any, and
if so, the action taken by the Company
7. FINANCIAL POSITION OF THE COMPANY
a(i) The capital structure of the Company: Please refer to Section 10.1.1
(a) The authorised capital, issued,

subscribed and paid up capital
(number of securities,
description and aggregate
nominal value);
(b) Size of the present offer;
(c) Paid up capital
113

No.
(i) After the offer;
(ii) After conversion of
convertible instrument;
(d) Share premium account
(before and after)
a. The details of the existing share Please refer to Section 10.1.1

(ii) capital of the Issuer in a tabular form,
indicating therein with regard to each
allotment, the date of allotment, the
number of shares allotted, the face
value of the shares allotted, the price
and form of consideration.
b. Profits of the Company, before and

after making provision for tax, for the
three financial years immediately Particulars FY 2021-22 FY 2020- FY 2019-
preceding the date of issue of private 21 20
placement offer cum application
letter: Profit (94,085.69) (25,710.80) (44,766.33)
Before
Taxation
Profit (76,919.79) (24,146.80) (34,008.68)

After
Taxation
c. Dividends declared by the Company Dividend on equity shares of the Company:

in respect of the said three financial
years, interest coverage ratio for last
three years (cash profit after tax plus Interim Dividend for financial year 2019-20: INR 1 per equity
interest/ interest paid): share 9,22,67,415 equity shares
Dividend on compulsorily convertible preference shares of

the Company:
Dividend on 1,20,68,966 Compulsorily Convertible

Preference Shares of face value INR 10 each allotted on 27
May 2020 (CCPS), at rate of 10% p.a. calculated on the issue
price (INR 290 per CCPS), pursuant to terms approved by the
Shareholders of the Company, for the period 27 May 2020 to
26 November 2021.
Interest Coverage Ratio:
114

No.
Particulars 2021-22 2020-21 2019-20
Interest Not 0.62 0.43

Coverage Applicable
Ratio
d. A summary of the financial position of Please refer to Annexure I (Financial Information)

the Company as in three audited
balance sheets immediately preceding
the date of circulation of offer letter
cum application letter
e. Audited Cash Flow Statement for the Please refer to Annexure I (Financial Information)
three years immediately preceding the
date of issue of private placement
offer cum application letter
f. Any change in accounting policies Nil

during the last three years and their
effect on the profit and reserves of the
Company
Part Application Form Please refer to Section 34.

B
8. A DECLARATION BY THE Please refer to Section 33 (Declaration by the Director)

DIRECTORS
115
30 DISCLOSURES AS PER THE SEBI CIRCULAR NO. SEBI/HO/MIRSD/CRADT/CIR/P/2020/218

DATED 3 NOVEMBER 2020 AND THE SEBI CIRCULAR TITLED “ENHANCED GUIDELINES FOR
DEBENTURE TRUSTEES AND LISTED ISSUER COMPANIES ON SECURITY CREATION AND
INITIAL DUE DILIGENCE” BEARING REFERENCE NUMBER
SEBI/HO/DDHS/DDHS_DIV1/P/CIR/2022/106 DATED AUGUST 04, 2022.
1. In terms of the reference circular, the Issuer hereby confirms that Debentures shall be considered as
secured only if the charged asset is registered with sub-registrar, if required and Registrar of Companies
or CERSAI or Depository etc., as applicable, or is independently verifiable by IDBI Trusteeship Services
(“ITSL”);
2. Covenants as per Debenture Trust Deed at Annexure IX, as further specified, modified, substituted or
replaced in Schedule VI (Covenants of the Company) of Part B of the Debenture Trust Deed.
3. Terms and conditions of debenture trustee agreement:
ITSL has agreed to act as the debenture trustee for upto 80,000 senior, secured, rated, listed, redeemable,
taxable non-convertible Debentures to be issued by the Company. Copy of consent letter received from
ITSL in this regard is enclosed herewith at Annexure V.
Fees charged by ITSL:
The Company shall pay to the Debenture Trustees so long as they hold the office of the Debenture
Trustee, remuneration for their services as Debenture Trustee in addition to all legal, traveling and other
costs, charges and expenses which the Debenture Trustee or their officers, employees or agents may incur
in relation to execution of the Debenture Trust Deed and all other documents executed/to be executed to
give effect to the creation of security for securing the Debentures and such any other expenses like
advertisement, notices, letters to debenture holders, and additional professional fees/expenses that would
be incurred in case of default. The remuneration of the Debenture Trustee shall be as per details below,
which may be amended/modified from time to time.
Charge Heads Terms

Acceptance Fees INR 4,50,000/- plus applicable GST to be charged upfront
Service Charges INR 6,50,000/- per annum plus applicable GST. First such payment would
become payable from 1st April 2023 for the FY 2023-24; thereafter the
Service Charges are payable on an annual basis in advance on April 1 every
year till the redemption and satisfaction of charges in full.
Delay Payment In case the payment of service charges not received within a period of 30
Charges days from the date of the bill, ITSL reserve the right to charge “delayed
payment charges” @ 12% p.a. on the outstanding amount.
Out of Pocket Would be reimbursable on actual basis within 30 days of the claim.
Expenses &
Statutory Dues
Details of security to be created: Please refer details mentioned in “Term Sheet” in the section 26 of
this Private Placement Memorandum
Process of due diligence carried out by the debenture trustee:
• The Debenture Trustee, has either through itself or its agents /advisors/consultants, carried out
requisite diligence to verify the status of encumbrance and valuation of the assets and whether
116
all permissions or consents (if any), as may be required to create the security as stipulated in
the disclosure documents and the relevant laws, has been obtained. For the purpose of carrying
out the due diligence as required in terms of the relevant laws, the Debenture Trustee, either
through itself or its agents /advisors/consultants, has examined the books of account of the
Company and to have the Company’s assets inspected by its officers and/or external
auditors/valuers/consultants/ lawyers/technical experts/ management consultants appointed by
the Debenture Trustee. Prior to appointment of any agents /advisors/consultants, the Debenture
Trustee has obtained necessary confirmation from the said agents/ advisors/ consultants that
they do not have any conflict-of-interest in conducting the diligence under the transaction.
• The Company has provided all assistance to the Debenture Trustee to enable verification from
the Registrar of Companies, Sub-registrar of Assurances (as applicable), CERSAI, depositories,
information utility or any other authority, as may be required, where the assets and/or prior
encumbrances in relation to the assets of the Company or any third-party security provider for
securing the Debentures, are registered / disclosed.
• Further, in the event that existing charge holders or the concerned trustee on behalf of the
existing charge holders, have provided conditional consent / permissions to the Company to
create further charge on the assets, the Debenture Trustee has verified such conditions by
reviewing the relevant transaction documents or any other documents executed between
existing charge holders and the Company. Further, wherever required, the Debenture Trustee
has intimated the existing charge holders about proposal of creation of further encumbrance
and seeking their comments/ objections, if any.
• The Company shall ensure that it provides and procures all information, representations,
confirmations and disclosures as required by the Debenture Trustee to carry out the requisite
diligence in connection with the issuance and allotment of the Debentures, in accordance with
the relevant laws.
4. Due Diligence Certificate from ITSL in format prescribed by SEBI, is enclosed herewith at Annexure VI
and shall be submitted to BSE at the time of filing this Private Placement Memorandum.
117
32 MATERIAL DOCUMENTS
(a) Certificate of Incorporation of the Company dated July 21, 2009.
(b) Fresh Certificate of Incorporation consequent to the change of name to IndoStar Capital Finance Private
Limited dated November 15, 2010.
(c) Fresh Certificate of Incorporation consequent to the conversion of the Company from private limited to
public limited dated May 28, 2014.
(d) NBFC registration certificate issued by the Reserve Bank of India dated January 20, 2016.
(e) Certification of Registration of Regional Director order for Change of State dated September 8, 2015.
(f) Memorandum and Articles of Association of the Issuer.
(g) Special Resolution(s) under Section 180(1) (c) and Section 180 (1) (a) of the Companies Act, passed on
September 29, 2022 and September 7, 2016,respectively.
(h) Special Resolution under Section 71 of the Companies Act read with the Share Capital and Debentures
Rules and Section 42 of the Companies Act read with the PAS Rules, passed on September 29, 2022.
(i) Board resolution dated August 14, 2022 in in relation to the issue of non-convertible debentures
(j) Board resolution under Section 179 of the Companies Act dated February 11, 2022 in relation with
Borrowing Limit of the Company upto INR 25,00,00,00,000 (Indian Rupees twenty five thousand crore
only).
(k) Debenture Committee resolution dated March 9, 2023 approving this Private Placement Memorandum.
(l) Annual reports of the Company for the last five years are available on website of the Company at
www.indostarcapital.com/investors-corner#investor-relations.
(m) Credit rating letter issued by CRISIL Ratings Limited dated March 8, 2023 read with press release dated
February 1, 2023 is annexed as Annexure VII.
(n) Audited Financial Statements along with the Audit Report for the year ended March 31, 2022, Limited
Review financial results for the half year ended September 30, 2022 and nine months ended December
31, 2022 is annexed as Annexure II.
(o) Copy of letter agreement dated August 13, 2012 between the Issuer and the Registrar and Transfer Agent.
(p) Copy of the tripartite agreement dated February 3, 2011 between the Issuer, National Securities
Depository Limited (NSDL) and Link Intime India Private Limited.
(q) Copy of the tripartite agreement dated May 16, 2012 and January 8, 2018 between the Issuer, Central
Depository Services (India) Limited (CDSL) and Link Intime India Private Limited.
118
Application process
The Issuer proposes to Issue the Debentures on the terms set out in this Private Placement Memorandum
subject to the provisions of the Companies Act and the companies act, 1956 (to the extent in force on the
date of this Private Placement Memorandum), the SEBI NCS Regulations, the SEBI Listing Regulations,
the Memorandum and Articles of Association of the Issuer, the terms of this Private Placement
Memorandum, Application Form, and other terms and conditions as may be incorporated in the
Debenture Trust Deed. This section applies to all applicants. Please note that all applicants are required
to make payment of the full application amount along with submission of the Application Form.
The Issuer or any of its promoters or directors is not a wilful defaulter as at the date of filing of this
Private Placement Memorandum and neither the Issuer or any of its promoters or its directors have been
categorized as wilful defaulter by any bank or financial institution or consortium thereof, in accordance
with the guidelines on wilful defaulters issued by the Reserve Bank of India.
32.1 WHO CAN APPLY
Only the persons who are specifically addressed through a communication by or on behalf of the
Company directly are eligible to apply for the Debentures.
This Private Placement Memorandum and the contents hereof are restricted for only the intended
recipient(s) who have been addressed directly through a communication by or on behalf of the Company.
The categories of investors eligible to invest in the Debentures, when addressed directly, include banks,
financial institutions including development financial institutions, companies and bodies corporate,
insurance companies, mutual funds registered with SEBI and such other category of investors as
authorised to invest in the Debentures under applicable laws. All Investors are required to comply with
the relevant regulations and/or guidelines applicable to them for investing in this Issue. An application
made by any other person will be deemed as an invalid application and rejected.
All applicants are required to comply with the relevant regulations and/or guidelines applicable to them
for investing in the Issue as per the norms approved by Government of India, RBI or any other statutory
body from time to time. The contents of this Private Placement Memorandum and any other information
supplied in connection with this Private Placement Memorandum or the Debentures are intended to be
used only by those investors to whom it is distributed. It is not intended for distribution to any other
person and should not be reproduced or disseminated by the recipient.
DISCLAIMER: PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS PRIVATE
PLACEMENT MEMORANDUM HAVE BEEN SPECIFICALLY ADDRESSED ARE
ELIGIBLE TO APPLY. HOWEVER, AN APPLICATION, EVEN IF COMPLETE IN ALL
RESPECTS, IS LIABLE TO BE REJECTED WITHOUT ASSIGNING ANY REASON FOR THE
SAME. THE COMPANY MAY, BUT IS NOT BOUND TO REVERT TO ANY INVESTOR FOR
ANY ADDITIONAL DOCUMENTS OR INFORMATION, AND CAN ACCEPT OR REJECT
AN APPLICATION AS IT DEEMS FIT. INVESTMENT BY INVESTORS FALLING IN THE
CATEGORIES MENTIONED ABOVE ARE MERELY INDICATIVE AND THE ISSUER DOES
NOT WARRANT THAT THEY ARE PERMITTED TO INVEST AS PER EXTANT LAWS,
REGULATIONS, ETC. EACH OF THE ABOVE CATEGORIES OF INVESTORS IS
REQUIRED TO CHECK AND COMPLY WITH EXTANT RULES/ REGULATIONS AND/OR
GUIDELINES, ETC. GOVERNING OR REGULATING THEIR INVESTMENTS AS
APPLICABLE TO THEM AND THE COMPANY IS NOT, IN ANY WAY, DIRECTLY OR
INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY
ANY INVESTOR, NEITHER IS THE COMPANY REQUIRED TO CHECK OR CONFIRM
THE SAME.
119
32.2 HOW TO APPLY
The Issue will open on the Issue Opening Date and close on the Issue Closing Date (both days inclusive).
Investors who wish to invest are requested to submit an application form with all the accompanying
documents and the application money at any time starting from the Issue Opening Date and upto the
Issue Closing Date. Since the Issue will be done through EBM, successful bidders shall transfer funds
through clearing corporation of BSE. On the Issue Closing Date, the application along with the
accompanying documents should be submitted within the working hour, which shall be the cut-off time.
Application(s) for the Debentures must be made in the enclosed form and must be completed in block
letters in English.
Application form(s) must be accompanied by either a demand draft or cheque, drawn or made payable
at par in Mumbai in favour of IndoStar Capital Finance Limited and crossed Account Payee only, in case
not through online mode
The applications must be accompanied by certified true copies of (i) Memorandum and Articles of
Association or constitution or bye-laws or Debenture Trust Deed; (ii) board resolution authorizing the
investment and containing operating instructions; (iii) a letter of authorisation; (iv) power of attorney or
relevant resolution or authority to make application; (v) specimen signatures of authorised signatories;
(vi) copy of PAN Card issued by the Income Tax Department; and (vii) necessary forms for claiming
exemption from deduction of tax at source on interest on application money, wherever applicable.
32.3 INSTRUCTIONS FOR APPLICATION
(1) Application must be completed in BLOCK LETTERS IN ENGLISH. A blank must be left between two
or more parts of the name.
(2) Signatures should be made in English.
(3) The Applicant should mention its permanent account number or the GIR number allotted to it under the
IT Act and also the relevant income-tax circle or ward or district details.
(4) The Issuer is entitled at its sole and absolute discretion to accept or reject any application, which is not
complete in any respect.
(5) The Debentures are being issued at face value. The amount to be paid on application should be the total
face value of the Debentures applied for. Applications for incorrect amounts are liable to be rejected.
(6) Since the Issue will be done through EBM, successful bidders shall transfer funds through clearing
corporation of BSE. Below are the designated Bank Accounts of ICCL
120
Below are the Bank details of the Company where funds from ICCL will flow in:
Beneficiary Name IndoStar Capital Finance Limited
Name of Bank Kotak Mahindra Bank
Branch Nariman Point Branch
Account Number 9711744739
Type of account Current
IFSC Code KKBK0000958
32.4 APPLICATIONS UNDER POWER OF ATTORNEY OR RELEVANT AUTHORITY
In case of an application made under a Power of Attorney or resolution or authority to make the
application, a certified true copy of such Power of Attorney or resolution or authority to make the
application and the memorandum and articles of association of the Investor must be attached to the
application form at the time of making the application, failing which, the Company reserves the full,
unqualified and absolute right to accept or reject any application in whole or in part and in either case
without assigning any reason thereof. Names and specimen signatures of all the authorised signatories
must also be lodged along with the submission of the completed application.
The applications should be submitted during normal banking hours at the office mentioned below:
Mumbai: IndoStar Capital Finance Limited.
Address: Unit No. 505, 5th Floor, Wing 2/E, Corporate Avenue, Andheri - Ghatkopar Link Road,
The Applicant is requested to contact the office of the Company as mentioned above for any
clarifications.
32.5 Other Relevant Information

121
Authority for the issue and details of the resolutions passed for the issue
The Issue of Debentures is being made pursuant to the following resolutions:
(i) Shareholders Resolutions:
(a) Special Resolution(s) under Section 180(1)(c) and Section 180(1)(a) of the Companies Act,
passed on 29 September 2022 and September 7, 2016, respectively;
(b) Special Resolution under Section 71 of the Companies Act read with the Share Capital and
Debentures Rules and Section 42 of the Companies Act read with the PAS Rules, on September
29, 2022.
(ii) Board Resolution:
Resolution dated August 14, 2022 under Section 71 of the Companies Act read with the Share
Capital and Debentures Rules and Section 42 of the Companies Act read with the PAS Rules, for
issue of non-convertible debentures on private placement basis during a period of one year from
the date of shareholder’s resolution i.e. on September 29, 2022 such that the aggregate principal
amount of such Debentures does not exceed INR 3,000,00,00,000 (Indian Rupees three thousand
crore only).
(iii) Debenture Committee Resolution:
Resolution dated March 9, 2023 for issue of Debentures on private placement basis upto INR
800,00,00,000 (Indian Rupees Eight Hundred Crore).
33 DECLARATION BY THE DIRECTOR
1. The Company has complied with the provisions of the Securities Contracts (Regulation) Act, 1956, the
Securities and Exchange Board of India Act, 1992, and Companies Act and the rules made thereunder.
2. The compliance with the Companies Act and the rules made thereunder do not imply that payment of
dividend or interest or repayment of preference shares or debenture, if applicable, is guaranteed by the
Central government.
3. The monies received under the offer shall be used only for the purposes and objects indicated in this
Private Placement Memorandum.
4. I am authorized by the Debenture Committee constituted by the Board of Directors of the Company
vide resolution number 4 dated March 9, 2023 to sign this Private Placement Memorandum and declare
that all the requirements of Companies Act and the rules made thereunder in respect of the subject
matter of this form and matters incidental thereto have been complied with. Whatever is stated in this
Private Placement Memorandum and in the attachments thereto is true, correct and complete and no
information material to the subject matter of this form has been suppressed or concealed and is as per
the original records maintained by the promoters subscribing to the Memorandum and Articles of
Association.
5. It is further declared and verified that all the required attachments have been completely, correctly and
legibly attached to this Private Placement Memorandum.
6. The Company has also complied with the relevant regulation and/or guidelines issued by the SEBI and
other applicable laws and no statement made in this Private Placement Memorandum is contrary to the
122
provisions of the regulations and/or guidelines issued by SEBI and other applicable laws, as the case
may be. The information contained in this Private Placement Memorandum is as applicable to private
placed debt securities and subject to information available with the Company. The extent of disclosures
made in the Private Placement Memorandum is consistent with disclosures permitted by regulatory
authorities to the issue of securities made by the companies in the past.
For and on behalf of the Board of Directors of
IndoStar Capital Finance Limited
_______________
Chief Executive Officer]
Place: Mumbai
Date: 17 March 2023
123
34 APPLICATION FORM
INDOSTAR CAPITAL FINANCE LIMITED
CIN:L65100MH2009PLC268160
Regd. Office: Unit No. 505, 5th Floor, Wing 2/E, Corporate Avenue, Andheri - Ghatkopar Link Road,
DEBENTURE APPLICATION FORM SERIAL NO.
ISSUE OF UPTO 10,000 9.95% ICFL 22-23/SERIES VI 2025 SECURED, REDEEMABLE, RATED, LISTED,
SENIOR, TAXABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF INR 1,00,000 EACH
(INDIAN RUPEES ONE LAKH ONLY) AMOUNTING UPTO INR 100,00,00,000 (INDIAN RUPEES ONE
HUNDRED CRORE ONLY) (“TRANCHE 1”) AND 10,000 9.95% ICFL 22-23/Series VII 2024 SECURED,
REDEEMABLE, RATED, LISTED, SENIOR, TAXABLE NON-CONVERTIBLE DEBENTURES OF FACE
VALUE OF INR 1,00,000 EACH (INDIAN RUPEES ONE LAKH ONLY) AMOUNTING UPTO INR
100,00,00,000 (INDIAN RUPEES ONE HUNDRED CRORE ONLY) WITH A GREEN SHOE OPTION FOR
UPTO 50,000 SECURED, REDEEMABLE, RATED, LISTED, SENIOR, TAXABLE NON-CONVERTIBLE
DEBENTURES OF FACE VALUE OF INR 1,00,000 EACH (INDIAN RUPEES ONE LAKH ONLY)
AMOUNTING UPTO INR 500,00,00,000 (INDIAN RUPEES FIVE HUNDRED CRORE ONLY)
(“TRANCHE 2”) (“DEBENTURES”), (“ISSUE”) BY INDOSTAR CAPITAL FINANCE LIMITED (THE
“ISSUER”).
DEBENTURES APPLIED FOR:
(Minimum application for Series _________ ____ Debenture, in increments of 1 Debenture)
Number of Debentures – Series ______ __________ in words _____________________________
AMOUNT RECEIVED
Series ___
APPLICATION MONEY (Premium / Par / Discount): In INR __________________ in words

__________________
ACCRUED INTEREST: In INR __________________ in words __________________
DETAILS OF PAYMENT:
Cheque / Demand Draft / NEFT / RTGS
No. _____________ Drawn on_____________________________________________
Funds transferred to _____________________________________________________
124
Dated ____________
Total Amount Enclosed
(In Figures) _____________ (In words) ______________________________________
FIRST/SOLE APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGN
SECOND APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGN
THIRD APPLICANTS NAME IN FULL (CAPITALS) SPECIMEN SIGN
FIRST/SOLE APPLICANT FATHER’S NAME IN FULL (CAPITALS) SPECIMEN SIGN
SECOND APPLICANT FATHER’S NAME IN FULL (CAPITALS) SPECIMEN SIGN
THIRD APPLICANT FATHER’S NAME IN FULL (CAPITALS) SPECIMEN SIGN
125
FIRST/SOLE APPLICANT’S ADDRESS
ADDRESS
STREET
CITY
PIN PHONE FAX
EMAIL
ADDRESS
FIRST/SOLE APPLICANT’S BANK ACCOUNT DETAILS
BANK NAME
ACCOUNT HOLDER
NAME
ACCOUNT NUMBER
IFSC CODE
FIRST/SOLE APPLICANT’S PAN/GIR NO. _______________ IT CIRCLE/WARD/DISTRICT

_______________
IF THE APPLICANT IS AN INSTITUTION / COMPANY / BODY CORPORATE (INCLUDING A

SOCIETY), THEY MAY ADD ADDITIONAL SIGNATORY(IES) AS PROVIDED BELOW.
Name of the Authorised Designation Signature

Signatory (ies)
126
I/WE ARE BANK ( ) FINANCIAL INSTITUTION ( ) COMPANY ( ) OTHERS ( ) SPECIFY

________________
I/WE CONFIRM RESIDENTIAL STATUS AS INDIAN TAX STATUS NON EXEMPT ( ) EXEMPT ( ) (IF
EXEMPT PLEASE SPECIFY) ____________
(IF EXEMPT, PLEASE PROVIDE SUPPORTING DOCUMENTS FROM INCOME TAX AUTHORITIES)
The following particulars relating to details of the beneficiary (electronic) account as given below are required
to be filled up.
I/We confirm that unless expressly set out in the Application Form, I/We are applying to the Debentures as
investors and not as distributors. I/We confirm that I/We have not been debarred from accessing the capital
market or have been restrained by any regulatory authority from directly or indirectly acquiring the said securities
Depository Name
Depository Participant
Name
DP-ID
Beneficiary Account
Number
Name of the Applicant(s)
Please tick wherever applicable:
(a) I/We are not required to obtain Government approval under the Foreign Exchange Management (Non-debt
Instruments) Rules, 2019 prior to subscription of Debentures;
(b) I / We are required to obtain Government approval under the Foreign Exchange Management (Non-debt
Instruments) Rules, 2019 prior to subscription of Debentures and the same has been obtained, and is enclosed
herewith.
I/We understand that: i) in case of allotment of Debentures to me/us, my/our beneficiary account as mentioned
127
above would get credited to the extent of allotted Debentures,

ii) applicant must ensure that the sequence of names as mentioned in the Application Form matches the sequence
of name held with DP, iii) if the names of the applicant(s) in this application are not identical and also not in the
same order as the beneficiary account details with the above mentioned DP or if the Debentures cannot be credited
to my/ our beneficiary account for any reason whatsoever, the Issuer shall be entitled at its sole option to issue
the Debentures to me/us in the physical form or reject the application.
I/We have read and understood the Terms and Conditions of the issue of Debentures including the Risk Factors
described in the Private Placement Memorandum dated March 17, 2023(“Private Placement Memorandum”)
issued in pursuance thereof have considered these in making our decision to apply. I/We bind ourselves to these
Terms and Conditions and wish to apply for allotment of these Debentures. We request you to please place our
name(s) on the Register of Holders. The provisions of the Debenture Documents are incorporated herein by
reference and both the Debenture Holders and the Company are bound by the provisions of the Debenture
Documents and the Terms and Conditions set out herein. In the event of any inconsistency between the Terms
and Conditions set out herein and the Debenture Documents, the Debenture Documents shall prevail. I/We
confirm that any transferee who purchases the Debentures shall similarly understand the Terms and Conditions
of the issue of Debentures including the Risk Factors described in the Private Placement Memorandum and be
bound by these Terms and Conditions.
Sole/First Applicant’s Second Applicant’s Third Applicant’s
Signature Signature Signature
FOR OFFICE USE ONLY
DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________
(Note: Cheque and Drafts are subject to realisation)
-------------------------------------------------(TEAR HERE)--------------------------------------------
128
ANNEXURE I
FINANCIAL INFORMATION
A brief overview of the financial performance of the Issuer for the past 3 (three audited financial years):
1. Columnar representation of the Financial Statements (Standalone)
Balance Sheet - (As per IND AS)

(INR in lacs)
Particulars As at As at As at As at
30 September 31 March 2022 31 March 31 March
2022 (Audited) 2021 2020
(Unaudited) (Audited) (Audited)
I. ASSETS
Financial assets
Cash and cash equivalents 32,545.00 7,180.23 26,862.05 14,703.53
Bank balances other than cash 27,561.29 38,867.95 23,836.32 37,669.22
and cash equivalents
Loans 5,22,171.74 6,49,096.68 6,69,245.71 8,07,368.92
Investments 1,16,216.88 97,713.42 1,78,848.94 43,183.65
Other financial assets 32,633.38 8,956.43 12,223.71 33,090.49
7,31,128.29 8,01,814.71 9,11,016.73 9,36,015.81
Non-financial assets
Current tax assets (net) 8,571.43 6,636.87 11,824.56 13,162.92
Deferred tax assets (net) 31,669.41 31,669.41 14,519.20 12,499.07
Property, plant and equipment 5,575.94 6,938.06 5,920.90 7,683.66
Capital work-in-progress - - - -
Assets held for sale 1,300.00 1,300.00 1,609.37 2,701.49
Goodwill 30,018.69 30,018.69 30,018.69 30,018.69
Intangible assets 1,018.16 1,103.75 348.45 304.75
Other non-financial assets 3,519.54 2,945.40 3,472.15 3,940.49
81,673.17 80,612.18 67,713.32 70,311.07
TOTAL ASSETS 8,12,801.46 8,82,426.89 9,78,730.05 10,06,326.88
II. LIABILITIES AND

EQUITY
LIABILITIES
Financial liabilities
Trade payables
(i) total outstanding to micro - 30.15 7.80 -
enterprises and small enterprises
129
30 September 31 March 2022 31 March 31 March
2022 (Audited) 2021 2020
(ii) total outstanding dues of 748.85 238.88 420.45 957.03
creditors other than micro
enterprises and small enterprises
Debt securities 47,761.08 1,97,793.62 2,01,276.18 2,08,947.14
Borrowings (other than debt 4,37,572.3 3,50,504.82 3,74,790.64 4,99,775.91
securities)
Other financial liabilities 28,741.32 44,874.67 30,261.28 24,098.96
5,14,823.55 5,93,442.14 6,06,756.35 7,33,779.04
Non-financial liabilities
Current tax liabilities (net) - - - -
Provisions 542.62 612.03 697.83 850.51
Other non-financial liabilities 464.52 571.06 608.29 2,831.88
1,007.14 1,183.09 1,306.12 3,682.39
TOTAL LIABILITIES 5,15,830.69 5,94,625.23 6,10,833.61 7,37,461.43
Equity
Equity share capital 13,607.93 13,607.93 12,373.03 9,245.09
Preference share capital - - 1,206.90 -
Other equity 2,83,362.84 2,74,193.73 3,54,316.51 2,59,620.36
TOTAL EQUITY 2,96,970.77 2,87,801.66 3,67,896.44 2,68,865.45
TOTAL LIABILITIES AND 8,12,801.46 8,82,426.89 9,78,730.05 10,06,326.88

EQUITY
Note: figures for the previous year have been regrouped reclassified to conform to such current period grouping
/ classification.
Profit & Loss Account: (As per IND AS)

(INR in Lacs)
Particulars For the For the For the For the
half year year ended year ended year
ended ended
30 31 March 31 March 31 March
September 2022 2021 2020
2022 (Audited) (Audited) (Audited)
(Unaudited
)
Revenue from operations
Interest income 45,209.17 95,574.81 1,10,560.38 1,41,948.7
1
Fees and commission income 2,367.62 3,846.81 3,142.70 4,814.32
Net gain on fair value changes 1,108.53 2,310.14 4,803.20 4,620.60
Gain on derecognition of financial instruments 886.22 2,486.64 273.88 2,616.90
measured at amortised cost category
130
Total revenue from operations 49,571.54 1,04,218.4 1,18,780.16 1,54,000.5

3
Other income 26.83 1,135.87 546.56 -

Total income 49,598.37 1,05,354.27 1,19,326.72 1,54,000.5
3
Expenses
Finance costs 26,304.65 51,430.77 69,224.61 85,736.39
Impairment on financial instruments (2,515.71) 1,15,076.93 45,240.80 85,528.16
Employee benefit expenses 9,056.76 17,627.03 15,563.01 16,504.77
Depreciation and amortization expenses 1,867.64 3,381.93 3,149.38 2,823.76
Other expenses 6,575.84 11,923.30 11,859.72 8,173.78
Total expenses 41,289.18 1,99,439.96 1,45,037.52 1,98,766.8
6
Profit/(loss) before tax 8,309.19 (94,085.69) (25,710.80) (44,766.33
)
Tax expense:
1. Current tax - - - 1.67
2 Tax of Earlier year - - 456.55 -
2. Deferred tax expense /(income) - (17,165.90) (2,020.55) (10,759.32
)
Total tax expenses - (17,165.90) (1,564.00) (10,757.65
)
Profit/(loss) after tax 8,309.19 (76,919.79) (24,146.80) (34,008.68

)
Other comprehensive income

Items that will not be reclassified to profit and
loss
- Remeasurements of the defined benefit plans 67.61 55.66 8.36 62.39
- Income tax relating to items that will not be - (14.00) (2.11) (15.70)
reclassified to profit or loss
Items that will be reclassified to profit and loss
- Debt instruments through other comprehensive - 6.72 (6.72)
income
- Income tax relating to items that will be - (1.69) 1.69
Other comprehensive income for the year, net of 67.61 46.69 1.22 46.69
tax
Total comprehensive income for the year 8,376.80 (76,873.10) (24,145.58) (33,961.99
)
Earnings per equity share (Equity Share of face

value of INR 10 each) )( *not annualised)
131
Basic earnings per share ( INR *6.11 (62.06) (23.14) (36.85)

Diluted earnings per share ( INR ) *6.10 (62.06) (23.14) (36.85)
/ classification.
Statement of Cash Flows

(INR in Lacs)
Particulars For the half year For the year For the year endedFor the year
ended ended ended
30 September 2022 31 March 2022 31 March 2021 31 March
(Unaudited) (Audited) (Audited) 2020
(Audited)
Cash Flow from
Operating Activities
Profit/ (loss) before tax 8,309.19 (94,085.69) (25,710.80) (44,766.33)
Adjustments for :
Interest income on (45,209.17) (95,574.81) (1,10,560.38) (1,41,948.51)
financial assets
Finance costs 26,304.65 51,430.77 69,224.91 85,735.87
Depreciation and 1,867.64 3,381.93 3,149.38 2,823.76
amortisation expense
Loss on sale of property 16.58 31.81 614.23 18.63
plant and equipment
Provisions for expected (2,515.71) 1,15,076.93 45,240.80 85,528.16
credit loss
Impairment allowance - - 108.76 300.12
on assets held for sale
Provision for gratuity 122.44 193.09 49.76 237.10
and leave encashment
Employee share based 769.12 1,955.84 878.05 1,714.08
payment expense
Gain on sale/revaluation (1,108.53) (2,310.14) (4,803.20) (4,620.60)
of investments
Gain on derecognition of (886.22) (2,486.64) (273.88) -
financial instruments
measured at amortised
cost category
(12,330.01) (22,386.91) (22,082.37) (14,977.72)
Interest income realised 51,929.34 91,044.29 1,13,137.67 1,35,205.76

on financial assets
Finance costs paid (28,399.35) (56,183.85) (65,112.64) (83,269.32)
Cash generated from 11,199.98 12,473.53 25,942.66 36,958.72
operating activities
before working capital
changes
Adjustments:
132
(Increase)/Decrease in 1,16,779.38 (1,37,882.93) 72,805.72 1,79,435.63

loans and advances
(Increase)/Decrease in (22,938.85) 3,476.25 21,154.39 (27,221.01)
other financial assets
(Increase)/Decrease in (574.14) 850.05 679.44 (4,023.60)
other non-financial
assets
Increase/(Decrease) in 479.82 (159.22) (528.78) (574.95)
trade payable
Increase/(Decrease) in (15,418.19) 6,047.01 5,300.22 (3,010.12)
other financial liabilities
Increase/(Decrease) in - - - -
provisions
Increase/(Decrease) in (106.54) (37.26) 147.31 3,258.70
other non-financial
liabilities
Cash (used in)/generated 89,421.46 (1,15,232.57) 1,25,500.96 1,84,823.37

from operating activities
Taxes paid / (refund) (1,934.56) 5,187.69 882.03 (9,588.10)
Net cash (used 87,486.90 (1,10,044.88) 1,26,382.99 1,75,235.27
in)/generated operating
activities (A)
Cash flows from

investing activities
Purchase of property, (124.80) (2,225.72) (680.93) (3,971.38)
plant and equipment
Sale of property, plant 4.08 9.70 644.72 -
and equipment
Purchase of intangible (204.93) (1,154.78) (242.66) (160.84)
assets
Payment on account of - - - (2,00,621.67)
acquisition of business
Proceeds/(Investment) in 11,306.66 (15,031.63) 13,832.90 (34,110.63)
bank deposits of
maturity greater than 3
months (net)
(Acquisition)/redemptio (14,008.29) 1,00,108.25 (99,459.54) 11,650.72
n of FVTPL investments
(net)
(Acquisition)/redemptio - 12,672.72 (12,640.36) -
n of FVOCI investments
(net)
(Acquisition)/redemptio 2,346.55 25,273.03 - -
n of amortised cost
investments (net)
Net cash (used (680.73) 1,19,651.57 (98,545.87) (2,27,213.80)
in)/generated from
investing activities (B)
133
Cash Flow from

Financing Activities
Proceeds from issue of - 639.00 1,22,212.77 287.50
equity shares (including
securities premium and
net off share issue
expenses)
Proceeds from bank 1,97,198.47 1,50,625.81 82,939.33 2,22,909.05
borrowings
Repayments towards (1,10,412.22) (1,75,551.88) (2,08,267.03) (1,10,542.49)
bank and other
borrowings
Proceeds from issuance - 74,590.00 55,000.00 1,818.42
of Non-Convertible
Debentures
Repayments towards (1,17,000.00) (1,04,579.99) (78,500.00) (1,20,500.00)
Non-Convertible
Debentures
Proceeds (30,500.00) 32,211.77 12,312.20 (29,116.54
from/(repayments
towards) Commercial
Papers (net)
Payment of lease (727.65) (1,373.90) (1,375.86) (828.75)
liabilities
Dividend and DDT paid - (5,849.32) - (2,224.08)
Net cash (used (61,441.40) (29,288.51) (15,678.59) (38,196.89)
in)/generated from
financing activities (C)
Net Increase/(decrease) 25,364.77 (19,681.82) 12,158.52 (90,175.42)

in cash and cash
equivalents (A) + (B) +
(C)
Cash and Cash 7,180.23 26,862.05 14,703.53 1,04,878.95

Equivalents at the
beginning of the
year/period
Cash and Cash 32,545.00 7,180.23 26,862.05 14,703.53

Equivalents at the end of
the year/period
Reconciliation of cash
and cash equivalents
with the balance sheet
Cash on hand 300.38 389.54 460.19 127.74
Balances with banks
- in current accounts 20,129.71 6,786.64 10,325.06 7,839.06
Deposits with original 12,114.91 4.05 16,076.80 6,736.73
maturity of less than
three months
134
Total 32,545.00 7,180.23 26,862.05 14,703.53

/ classification.
2. Columnar representation of the Financial Statements (Consolidated)
(i) Balance Sheet (As per IND AS)

(INR in lacs)
30 September 2022 31 March 31 March 2021 31 March 2020
(Unaudited) 2022 (Audited) (Audited)
(Audited)
I. ASSETS
Financial assets
Bank balances other than 30,167.67 40,938.43 24,096.60 37,669.22
cash and cash equivalents
Receivables
Loans 6,40,627.89 7,70,693.86 7,13,933.61 8,29,309.31
Investments 74,555.36 54,767.03 1,59,136.05 23,055.69
Other financial assets 36,500.23 10,098.19 14,377.47 33,939.28
8,16,408.75 8,84,524.71 9,39,461.30 9,40,808.67
Non-financial assets
Current tax assets (net) 8,885.40 6,896.18 12,053.80 13,386.58
Deferred tax assets (net) 31,669.41 31,669.41 14,519.21 12,978.33
Property, plant and 6,080.38 7,271.54 6,092.79 7,861.61
equipment
Assets held for sale 1,300.00 1,300.00 2,087.45 3,873.85
Goodwill 30,018.69 30,018.69 30,018.69 30,018.69
Intangible assets 1,292.57 1,311.70 452.43 383.58
Other non-financial assets 3,844.26 3,155.26 3,697.58 3,545.30
83,090.71 81,622.78 68,921.95 72,047.94
TOTAL ASSETS 8,99,499.46 9,66,147.49 10,08,383.25 10,12,856.61
II. LIABILITIES AND

EQUITY
LIABILITIES
Financial liabilities
Trade payables
(i) total outstanding to 0.05 30.20 8.12 -
micro enterprises and
small enterprises
(ii) total outstanding dues 756.52 241.12 386.29 1,109.83
of creditors other than
micro enterprises and
small enterprises
Debt securities 52,737.3 1,97,793.62 2,01,276.18 2,08,947.14
Borrowings (other than 5,07,662.67 4,24,550.02 3,99,483.46 5,05,245.05
debt securities)
Other financial liabilities 31,578.34 49,135.97 35,720.24 25,648.61
135
30 September 2022 31 March 31 March 2021 31 March 2020
(Unaudited) 2022 (Audited) (Audited)
(Audited)
5,92,734.88 6,71,750.93 6,36,874.29 7,40,950.63
Non-financial liabilities
Current tax liabilities 1.26 0.57 - -
(net)
Provisions 643.78 701.89 757.95 906.66
Deferred tax liabilities 564.10 80.75 225.72 -
(net)
Other non-financial 529.85 705.28 700.2 2,942.95
liabilities
1,738.99 1,488.49 1,683.87 3,849.61
Equity
Equity share capital 13,607.93 13,607.93 12,373.03 9,245.09
Preference share capital - - 1,206.90 -
Other equity 2,91,417.66 2,79,300.14 3,56,245.16 2,58,811.28
TOTAL EQUITY 3,05,025.59 2,92,908.07 3,69,825.09 2,68,056.37
AND EQUITY
Note: figures for the previous year have been regrouped reclassified to conform to conform to such current
period grouping / classification.
(i) Profit and Loss Account (As per IND AS)
(INR in lacs)
Particulars For the half For the For the For the
year year ended year ended year ended
ended
30 September 31 March 31 March 31 March
2022 2022 2021 2020
(Unaudited) (Audited) (Audited) (Audited)
Revenue from operations
Interest income 53,789.15 1,06,716.39 1,17,387.64 1,46,615.90
Fees and commission income 2,689.15 4,439.22 3,265.98 5,154.89
Net gain on fair value changes 1,221.40 2,403.03 4,895.30 4,732.91
Gain on derecognition of financial 3,091.41 2,710.6 2,430.16 3,240.57
instruments measured at amortised cost
category
Total revenue from operations 60,791.11 1,16,269.24 1,27,979.08 1,59,744.77
Other income 80.92 1,159.79 736.79 146.17

Total income 60,872.03 1,17,429.03 1,28,715.87 1,59,890.94
Expenses
Finance cost 29,442.52 53,953.96 70,861.24 86,339.63
Impairment on financial instruments (2,249.00) 1,15,847.44 46,198.02 86,016.73
Employee benefit expenses 11,292.59 20,503.62 17,371.25 18,870.37
Depreciation and amortization expenses 2,014.84 3,538.48 3,350.19 3,010.31
Other expenses 8,098.91 13,221.68 12,824.50 9,321.38
136
Particulars For the half For the For the For the
year year ended year ended year ended
ended
30 September 31 March 31 March 31 March
2022 2022 2021 2020
(Unaudited) (Audited) (Audited) (Audited)
Total expenses 48,599.86 2,07,065.18 1,50,605.20 2,03,558.42
Profit/(loss) before tax 12,272.17 (89,636.15) (21,889.33) (43,667.48)
Tax expense:
1. Current tax 537.02 1,325.75 380.42 36.12
2. Tax of earlier years - 2.36 456.50 -
3. Deferred tax expense /(income) 481.89 (17,313.03) (1,315.76) (11,240.88)
Total tax expenses 1,018.91 (15,984.92) (478.84) (11,204.76)
Profit/(loss) after tax 11,253.26 (73,651.23) (21,410.49) (32,462.72)
Other comprehensive income

Items that will not be reclassified to profit
and loss
- Remeasurements of the defined benefit 73.41 64.26 11.42 70.50
plans
- Income tax relating to items that will not be (1.46) (16.17) (2.29) (17.74)
Items that will be reclassified to profit and
loss
- Debt instruments through other - 6.72 (6.72) -
comprehensive income
- Income tax relating to items that will be - (1.69) 1.69 -
Other comprehensive income for the year, 71.95 53.12 4.10 52.76
net of tax
Total comprehensive income for the year 11,325.21 (73,598.11) (21,406.39) (32,409.96)
Earnings per equity share (*Not

annualised)
Basic earnings per share (INR) 8.27 (59.51) (20.83) (35.18)
Diluted earnings per share (INR) 8.27 (59.51) (20.83) (35.18)
(Equity Share of face value of (INR) 10
each)
(ii) Cash Flow Statement (As per IND AS)

(INR in lacs)
137
Particulars For the half year For the year For the year For the year
ended ended ended ended
30 September 31 March 31 March 2021 31 March
2022 2022 (Audited) 2020
Cash flows from operating
activities
Profit/ (loss) before tax 12,272.17 (89,636.15) (21,889.33) (43,667.48)
Adjustments for :
Interest income on (53,789.15) (1,06,716.39) (1,17,387.64) (1,46,615.90)
financial assets
Finance costs 29,442.52 53,953.96 70,861.24 86,339.63
Depreciation and 2,014.84 3,538.48 3,350.19 3,010.31
amortisation expense
Loss on sale of property 16.58 31.86 623.22 18.63
plant and equipment
Provisions for expected (2,249.00) 1,15,847.44 46,198.03 86,016.13
credit loss
Provision for asset held for - (117.79) 108.76 430.43
sale
Provision for gratuity, 147.62 228.12 55.27 267.71
leave encashment and
employee advances
Employee share based 792.31 1,989.44 963.01 1,768.75
payment expense
Gain on sale/revaluation (1,221.40) (2,403.03) (4,895.30) (4,732.91)
of investments
Gain on derecognition of (3,091.41) (2,710.60) (2,430.16)
financial instruments
measured at amortised cost
category
(15,664.92) (25,994.66) (24,442.71) (17,164.70)
Interest income realised on 60,551.93 1,01,788.45 1,19,964.99 1,39,526.86
financial assets
Finance costs paid (34,948.69) (58,752.78) (66,756.48) (83,872.78)
Cash generated from 9,938.32 17,041.01 28,765.80 38,489.38
before working capital
changes
Adjustments:
(Increase)/Decrease in - - - 53.10
trade receivables
(Increase)/Decrease in 1,19,668.85 (1,93,618.90) 49,066.67 1,75,491.35
loans and advances
(Increase)/Decrease in (23,519.32) 4,591.31 20,337.37 (24,071.82)
other financial assets
(Increase)/Decrease in (689.00) 866.22 2,277.89 (4,613.46)
other non-financial assets
Increase/(Decrease) in 485.25 (123.09) (715.42) (837.70)
trade payable
138
2022 2022 (Audited) 2020
Increase/(Decrease) in (13,949.34) 11,029.71 6,409.04 (5,892.15)
other financial liabilities
Increase/(Decrease) in - - - (87.65)
provisions
Increase/(Decrease) in (175.43) 5.08 148.15 2,319.18
other non-financial
liabilities
Cash (used in)/generated 91,759.33 (1,60,208.66) 1,06,289.50 1,80,850.23

Taxes paid / (refund) (2,525.55) 3,830.08 496.25 (9,836.35)
Net cash (used 89,233.78 (1,56,378.58) 1,06,785.75 1,71,013.88
in)/generated from
operating activities (A)
Cash flows from

Purchase of property, plant (274.17) (2,278.23) (681.58) (4,030.69)
and equipment
Sale of property, plant and 4.08 15.38 645.04 -
equipment
Sale / (Purchase) of Assets - 595.28 - -
held for Sale
Purchase of intangible (345.91) (1,333.87) (345.34) (203.51)
assets
Payment on account of - - - (2,00,621.67)
acquisition of business
Proceeds/(Investment) in 10,770.76 (16,841.83) 13,572.63 (34,110.63)
bank deposits of maturity
greater than 3 months (net)
(Acquisition)/redemption (15,203.48) 98,401.04 (99,782.51) 11,763.03
of FVTPL investments
(net)
(Acquisition)/redemption - 12,672.72 (12,640.35) -
of FVOCI investments
(net)
(Acquisition)/redemption 2,346.55 25,273.03 - -
of amortised cost
investments (net)
Net cash (used (2,702.17) 1,16,503.52 (99,232.11) (2,27,203.47)
in)/generated from
investing activities (B)
Cash flows from financing
activities
Proceeds from issue of - 540.97 1,22,212.76 287.50
equity shares (including
139
2022 2022 (Audited) 2020
securities premium and net
off of share issue expenses)
Proceeds from bank 2,02,198.47 2,13,596.03 1,05,599.33 2,27,186.31

borrowings
Repayments towards bank (1,18,934.23) (1,89,104.67) (2,11,691.69) (1,12,473.36)
and other borrowings
Proceeds from issuance of - 74,590.00 55,000.00 1,818.42
Non-Convertible
Debentures
Repayments towards Non- (1,17,000.00) (1,04,580.00) (78,500.00) (1,20,500.00)
Convertible Debentures
Proceeds (25,500.00) 32,211.77 12,312.49 (29,116.54)
from/(repayments towards)
Commercial Papers (net)
Payment of lease liabilities (765.44) (1,420.09) (1,404.13) (358.39)
Dividend and DDT paid - (5,849.32) - (2,224.08)
Net cash (used (60,001.20) 19,984.69 3,528.76 (35,380.14)
in)/generated from
financing activities (C)
Net Increase/(decrease) 26,530.41 (19,890.37) 11,082.40 (91,569.73)

in cash and cash
equivalents (A) + (B) +
(C)
Cash and Cash 8,027.20 27,917.57 16,835.17 1,08,404.90

Equivalents at the
beginning of the
year/period
Cash and Cash 34,557.61 8,027.20 27,917.57 16,835.17

Equivalents at the end of
the year / period
Reconciliation of cash and

cash equivalents with the
balance sheet
Cash on hand 300.38 393.96 461.22 131.86
Balances with banks
- in current accounts 21,742.31 7,229.19 11,379.55 9,966.58
- Deposits with original 12,514.91 404.05 16,076.80 6,736.73
maturity of less than 3
months
Total 34,557.61 8,027.20 27,917.57 16,835.17
140
Key Operational and Financial Parameters – Standalone

(INR in lacs)
Balance Sheet 30 Sep 2022 31 Mar 2022 31 Mar 2021 31 Mar 2020
(Unaudited)
Net Fixed assets 5,575.94 6,938.06 5,920.90 7,683.66
Current assets 2,37,498.48 1,82,057.79 3,33,166.62 3,10,125.85
Non-current assets 5,69,727.04 6,93,431.04 6,39,642.53 6,88,517.37
Total assets 8,12,801.46 8,82,426.89 9,78,730.05 10,06,326.88
Non-Current Liabilities 2,74,189.59 2,38,085.03 2,81,894.55 4,58,154.52
(including maturities of long-term
borrowings, trade payables, other
financial liabilities, Provisions,
Deferred tax liabilities (net) and
Other non-financial liabilities)
Current Liabilities 2,41,641.10 3,56,540.20 3,28,939.06 2,79,306.91
borrowings, Short term
borrowing, trade payables, other
financial liabilities, Provisions
and Other non-financial
liabilities)
Equity (equity and other equity) 2,96,970.77 2,87,801.66 3,67,896.44 2,68,865.45
Total equity and liabilities 8,12,801.46 8,82,426.89 9,78,730.05 10,06,326.88
Profit and Loss For the year For the year For the year For the year
30 Sep 2022 31 Mar 2022 31 Mar 2021 31 Mar 2020
(Unaudited)
Total Revenue from operations 49,571.54 1,04,218.40 1,18,780.16 1,54,000.53

Other income 26.83 1,135.87 546.56 -
Total revenue 49,598.37 1,05,354.27 1,19,326.72 1,54,000.53
Total Expenses 41,289.18 1,99,439.96 1,45,037.52 1,98,766.86
Profit / (loss) after tax 8,309.19 (76,919.79) (24,146.80) (34,008.68)
Other comprehensive income for 67.61 46.69 1.22 46.69
the year
Total comprehensive income 8,376.80 (76,873.10) (24,145.58) (33,961.99)
Earnings per equity share:
Continuing operations
Basic 6.11 (62.06) (23.14) (36.85)
Diluted 6.10 (62.06) (23.14) (36.85)
Earnings per equity share: (a)
basic; and (b) diluted
Discontinued operations
Basic - - - -
Diluted - - - -
Total continuing and discontinued
operations
141
Cash Flow 30 Sep 2022 31 Mar 2022 31 Mar 2021 31 Mar 2020
(Unaudited)
Net cash (used in) / generated 87,486.90 (1,10,044.88) 1,26,382.99 1,75,235.27
Net cash (used in) / generated (680.73) 1,19,651.57 (98,545.87) (2,27,213.80)
from investing activities
Net cash (used in) / generated (61,441.40) (29,288.51) (15,678.59) (38,196.89)
from financing activities
Balance as per statement of cash 32,545.00 7,180.23 26,862.05 14,703.53
flows
Additional information 30 Sep 2022 31 Mar 2022 31 Mar 2021 31 Mar 2020
(Unaudited)
Net worth 2,95,768.00 2,87,801.66 3,67,896.44 2,68,865.45
Cash and Cash Equivalents 32,545.00 7,180.23 26,862.05 14,703.53
Current Investments 44,519.83 29,403.01 1,39,867.11 23,055.69
Assets Under Management 5,77,149.23 7,60,755.41 7,36,371.06 8,56,766.71
(Principal level) (refer note 5
below)
Off Balance Sheet Assets Nil Nil Nil Nil
Total Debts to Total assets (refer 0.60 0.62 0.59 0.70
note 2 below)
Debt Service Coverage Ratios Not Applicable Not Applicable Not Not
(refer note 3 below) Applicable Applicable
Interest Income 45,209.17 95,574.81 1,10,560.38 1,41,948.71
Interest Expense 26,304.65 51,430.77 69,224.61 85,736.39
Interest service coverage ratio Not Applicable Not Applicable Not Not
Applicable Applicable
Provisioning & Write-offs (2,515.71) 1,15,076.93 45,240.80 85,528.16
Bad debts to Account receivable Not Applicable Not Applicable Not Not
ratio (Refer note no 4 below) Applicable Applicable
Gross Stage 3 loan assets (%) 8.3% 15.5% 4.4% 4.5%
Net Stage 3 loan assets (%) 3.4% 7.3% 2.0% 3.7%
Tier I Capital Adequacy Ratio 34.1% 25.8% 34.6% 20.4%
(%)
Tier II Capital Adequacy Ratio 0.0% 0.0% 0.0% 4.9%
(%)
142
Key Operational and Financial Parameters – Consolidated

(INR in lacs)
Balance Sheet 30 Sep 2022 31 Mar 2022 31 Mar 2021 31 Mar 2020
(Unaudited)
Net Fixed assets 6,080.38 7,271.54 6,092.79 7,861.61
Current assets 2,47,697.46 1,90,934.13 3,45,534.20 3,22,065.34
Non-current assets 6,51,802.01 7,75,213.36 6,62,849.05 6,82,929.66
Total assets 8,99,499.46 9,66,147.49 10,08,383.25 10,12,856.61
Non-Current Liabilities 3,31,190.94 3,02,500.94 3,38,395.71 4,60,347.43
borrowings, trade payables, other
financial liabilities, Provisions,
Deferred tax liabilities (net) and
Other non-financial liabilities)
Current Liabilities 2,63,282.93 3,70,738.48 3,00,162.45 2,84,452.81
borrowings, Short term borrowing,
trade payables, other financial
liabilities, Provisions and Other non-
financial liabilities)
Equity (equity and other equity) 3,05,025.59 2,92,908.07 3,69,825.09 2,68,056.37
Total equity and liabilities 8,99,499.46 9,66,147.49 10,08,383.25 10,12,856.61
Profit and Loss 30 Sep 2022 31 Mar 2022 31 Mar 2021 31 Mar 2020
(Unaudited)
Total Revenue from operations 60,791.11 1,16,269.24 1,27,979.08 1,59,744.77
Other income 80.92 1,159.79 736.79 146.17
Total revenue 60,872.03 1,17,429.03 1,28,715.87 1,59,890.94
Total Expenses 48,599.86 2,07,065.18 1,50,605.20 2,03,558.42
Profit / (loss) after tax 11,253.26 (73,651.23) (21,410.49) (32,462.72)
Other comprehensive income for the 71.95 53.12 4.10 52.76
year
Total comprehensive income 11,325.21 (73,598.11) (21,406.39) (32,409.96)
Earnings per equity share: Continuing
operations
Basic 8.27 (59.51) (20.83) (35.18)
Diluted 8.27 (59.51) (20.83) (35.18)
Earnings per equity share: (a) basic; - -
and (b) diluted Discontinued
operations
Basic - - - -
Diluted - - - -
Total continuing and discontinued
operations
Cash Flow 30 Sep 2022 31 Mar 2022 31 Mar 2021 31 Mar 2020
(Unaudited)
Net cash (used in) / generated from 89,233.78 (1,56,378.58) 1,06,785.75 1,71,013.88
Net cash (used in) / generated from (2,702.17) 1,16,503.52 (99,232.11) (2,27,203.47)
143
Net cash (used in) / generated from (60,001.20) 19,984.69 3,528.76 (35,380.14)
financing activities
Cash and cash equivalents 34,557.61 8027.20 27,917.57 16,835.17
Balance as per statement of cash 34,557.61 8027.20 27,917.57 16,835.17
flows
Additional information 30 Sep 2022 31 Mar 2022 31 Mar 2021 31 Mar 2020
(Unaudited)
Net worth ( refer note 1 below) 3,05,025.59 2,92,908.07 3,69,825.09 2,68,056.37
Cash and Cash Equivalents 34,557.61 8,027.20 27,917.57 16,835.17
Current Investments 48,128.01 31,703.13 1,40,367.14 23,055.69
Assets Under Management (Principal 6,97,099.14 8,84,332.94 8,35,331.32 9,39,919.00
level) (refer note 5 below)
Off Balance Sheet Assets Nil Nil Nil Nil
Total Debts to Total assets (refer 0.62 0.64 0.60 0.71
note 2 below)
Debt Service Coverage Ratios (refer Not Not Not Not Applicable
note 3 below) Applicable Applicable Applicable
Interest Income 53,789.15 1,06,716.39 1,17,387.64 1,46,615.90
Interest Expense 29,442.52 53,953.96 70,861.24 86,339.63
Interest service coverage ratio Not Not Not Not Applicable
Applicable Applicable Applicable
Provisioning & Write-offs (2,249.00) 1,15,847.44 46,198.02 86,016.73
Bad debts to Account receivable ratio Not Not Not Not Applicable
Applicable Applicable Applicable
Gross Stage 3 loan assets (%) 7.1% 13.6% 4.3% 4.5%
Net Stage 3 loan assets (%) 2.9% 6.4% 2.0% 3.6%
Tier I Capital Adequacy Ratio (%) NA NA NA NA
Tier II Capital Adequacy Ratio (%) NA NA NA NA
144
ANNEXURE IV
DISCLOSURES ON ASSET LIABILITY MANAGEMENT (ALM) AS ON MARCH 31, 2022
1. Lending policy: Should contain overview of origination, risk management, monitoring and
collections
The Company is primary engaged in providing used and new vehicle financing for
transporters, loans to SME borrowers and structured term financing solutions to corporates.
The process including those related to credit evaluation, sanction, disbursement, collections,
post disbursal documents etc. for each business segment are governed by respective lending,
collections and related policies and procedures. These policies and procedures are approved
by person(s) / committee(s) authorized by the Board of Directors from time to time.
Risk management forms an integral element of our business strategy since the Company is
exposed to various risks that are related to our lending business and operating environment.
Our objective in risk management processes is to measure and monitor various risks that the
Company is subject to and to develop and implement policies and procedures to mitigate these
risks. The Board of Directors have adopted a ‘Risk Management Framework and Policy’
which inter-alia integrates various elements of risk management into a unified enterprise-
wide policy. The Board of Directors has constituted a Risk Management Committee inter-
alia responsible for identifying, monitoring and managing risks that affect / may affect the
Company, decide on the appropriateness of the size and nature of transactions undertaken by
the Company, setting up and reviewing risk management policies of the Company, from time
to time and overseeing execution / implementation of risk management practices.
2. Classification of loans/advances given to associates, entities/person relating to the board, senior

management, promoters, others, etc.
Details of loans/advances given and outstanding at March 31, 2022 to Related Parties, defined under
applicable laws are as follows.
(INR in Lakhs)
Sr. No. Name Category Amount
1 Mr. R. Sridhar Executive Vice Chairman and CEO 2,500.00
2 IndoStar Home Finance Private Wholly-owned Subsidiary -
Limited
3. Classification of loans/advances given according to:

a) Type of loans as on March 31, 2022
(INR in Lakhs)
Sl. No. Type of loans Amount
1 Secured 7,18,173.66
2 Unsecured 42,581.75
*Total Assets Under Management (AUM) 7,60,755.41
147
*Including Off-balance sheet items
148
b) Denomination of loans outstanding by loan-to-value as on March 31, 2022:
Sl. No. LTV (at the time of origination) Percentage of AUM

1 Upto 40 4.61%
2 40-50 2.55%
3 50-60 4.97%
4 60-70 12.73%
5 70-80 18.69%
6 80-90 24.16%
7 90+ 32.29%
c) Sectoral exposure as on March 31, 2022:
Sl. No. Segment-wise break-up of AUM Percentage of AUM

1 Retail
A Mortgages (home loans and loans against property) 25.60%
B Gold loans -
C Vehicle finance 73.69%
D MFI -
E MSME -
F Capital market funding (loans against shares, margin funding) -
G Others (unsecured) 0.69%
2 Wholesale
A Infrastructure -
B Real estate (including builder loans) 87.87%
C Promoter funding -
D Any other sector (as applicable) 3.94%
E Others 8.19%
d) Denomination of loans outstanding by ticket size as on March 31, 2022:
Sl. No. Ticket size (at the time of origination) Percentage of AUM
1 Upto Rs. 2 lakh 1.58%
2 Rs. 2-5 lakh 8.20%
3 Rs. 5 - 10 lakh 14.74%
4 Rs. 10 - 25 lakh 27.97%
5 Rs. 25 - 50 lakh 10.36%
6 Rs. 50 lakh - 1 crore 4.59%
7 Rs. 1 - 5 crore 14.68%
8 Rs. 5 - 25 crore 0.11%
9 Rs. 25 crore and above 17.79%
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e) Geographical classification of borrowers (Top 5 states borrower wise) as on March 31, 2022:
Sl. No. Top 5 states Percentage of AUM

1 Maharashtra 41.44%
2 Tamil Nadu 19.80%
3 Delhi 14.93%
4 Telangana 12.17%
5 Rajasthan 11.66%
f) Details of loans overdue and classified as non-performing in accordance with RBI’s stipulations:
(INR in Lakhs)
Sl. No. Particulars Gross book Provision
1 Opening balance at April 1, 2021 32,486.91 18,275.01
2 Addition during the period 1,78,033.78 62,343.11
3 Addition during the period Reduction (92,428.76) (13,061.18)
during the period
4 Closing balance at March 31, 2022 1,18,091.93 67,556.94
g) Segment-wise gross Non-Performing Asset as on March 31, 2022:
Sl. No. Segment-wise break-up of AUM Percentage of AUM

1 Retail
A Mortgages (home loans and loans against property) -
B Gold loans -
C Vehicle finance 29.71%
D MFI -
E MSME 1.25%
F Capital market funding (loans against shares, margin funding) -
G Others 67.79%
2 Wholesale
A Infrastructure -
B Real estate (including builder loans) 1.25%
C Promoter funding -
D Any other sector (as applicable) -
E Others -
Total 100.00%
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h) Residual maturity profile of assets and liabilities (in line with the RBI format) as on March 31,
2022:
1 day to Over Over Over Over 6 Over 1 Over 3

Particulars 30/31 one 2 3 months year to 3 years to Over
days (one mont mont years 5 years 5
month) month hs hs
to 1
year
to 2 year
upto upto s
months
3 6
months months
Deposit -- -- -- -- -- -- -- --
Loans and
advances (gross) 20,288.56 9,471.72 9,820.91 31,443.4 90,652.34 2,70,246.1 2,27,379.6 1,01,452.6
3 1 9 5
Investments -- --
(gross) 29,403.01 -- -- -- 23,063.90 45,246.51
*Borrowings
(from 10,324.3 10,530.6 93,911.8 86,519.0 1,11,843.1 1,86,258.8 17,689.0 31,221.5
banks and 0 2 5 4 8 5 3 7
market)
Foreign
Currency -- -- -- -- -- -- -- --
Assets
Foreign
Currency -- -- -- -- -- -- -- --
liabilities
* The Company has borrowing facilities with various Banks. Few of such facilities have overriding clause
to terminate, reduce, suspend or cancel the facility in future, at the absolute discretion of the lender. As at
the date of approval of financial statements, none of lenders have terminated, reduced, suspended or
cancelled any facility including undrawn limits. Accordingly, INR 59,621.95 lakhs scheduled for payment
after 31 March 2022 for these facilities have been classified as per prevailing contractual
maturity.
4.
a) Aggregate exposure to the top 20 borrowers with respect to the concentration of advances as on
March 31, 2022:
(INR in Lakhs)
Particular As at March 31, 2022
s
Total Advances to twenty largest borrowers 1,65,504.12
Percentage of Advances to twenty largest borrowers to Total
21.8%
Advances
b) Aggregate exposure to the top 20 borrowers with respect to the concentration of exposures as on
March 31, 2022:
(INR in Lakhs)
Particular As at March 31, 2022
s
Total Exposure to twenty largest borrowers /customers 1,84,097.53
151
Percentage of Exposures to twenty largest borrowers / customers to
23.5%
Total Exposure*
152
5. NPA exposures of the issuer for the last three financial years (both gross and
net exposures) of the Issuer
(INR in Lakhs)
Years March 31, 2022 March 31, 2021 March 31, 2020
Particulars
Gross NPA 1,18,091.93 32,486.91 38,933.76
Net NPA 50,534.98 14,211.90 31,479.15
6. Quantum and percentage of secured vis-à-vis unsecured borrowings made as on March

31, 2022
Type of Borrowings Total (INR in Percentage

Lakhs)
Secured 4,45,156.36 81.19%
Unsecured 1,03,142.08 18.81%
Total 5,48,298.44 100.00%
7. Any change in promoters’ holdings during the last financial year beyond the threshold,
as prescribed by RBI.
No change except for conversion of 1,20,68,966 compulsorily convertible preference shares of

the Company allotted to BCP V Multiple Holdings Pte. Ltd (“Brookfield”) into fully paid up
1,20,68,966 equity shares of the Company. Brookfield and ICM continues to be in control and
be classified as a promoter of the Company.
8. Portfolio Summary of borrowings made by NBFC- Please refer to Section 13.
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ANNEXURE V
TRUSTEE CONSENT LETTER
154
ANNEXURE VI
DUE DILIGENCE CERTIFICATE FROM THE DEBENTURE TRUSTEE
155
ANNEXURE VII
RATING LETTER(S)
156
ANNEXURE VIII
PART A
COPY OF BOARD RESOLUTION
PART B
COPY OF SHAREHOLDRER’S RESOLUTION
157
ANNEXURE IX
COVENANTS TO THE ISSUE
Part A- Affirmative Covenants
The Company hereby covenants with the Trustees that the Company will at all times during the
continuance of this security (except as may otherwise be previously agreed in writing by the Trustees):
a) Carry out and conduct its business with due diligence and efficiency and in accordance with
sound engineering, technical, managerial and financial standards and business practices with
qualified and experienced management and personnel.
b) Utilise the monies raised by the issue of the Debentures for (a) refinancing the Existing
Financial Indebtedness; and (b) onward lending to customers, as per Applicable Law (post
meeting the Issue related expenditures).
c) The Company will furnish one time certificate from Company’s Statutory Auditors to the
Trustees for utilization of funds raised by the issue of the debentures.
d) If insurable, insure and keep insured upto the replacement value thereof or on such other basis
as approved by the Trustees (including surveyor's and architect's fees) the Secured
Hypothecated Properties against fire, theft, lightning, explosion, earthquake, strike, lock out,
civil commotion, storm, tempest, flood, and such other risks, as may be specified by the
Trustees and shall duly pay all premia and other sums payable for that purpose. The insurance
in respect of the Secured Hypothecated Properties shall be taken in joint names of the
Company, the Trustees and any other person having a pari passu charge on the Secured
Hypothecated Properties and acceptable to the Trustees.
In the event of failure on the part of the Company to insure the Secured Hypothecated
Properties, if insurable or to pay the insurance premia or other sums referred to above, the
Trustees may but shall not be bound to get the Secured Hypothecated Properties insured or pay
the insurance premia and other sums referred to above which shall be reimbursed by the
Company;
e) Keep proper books of account as required by the Act and therein make true and proper entries
of all dealings and transactions of and in relation to the Secured Hypothecated Properties and
the business of the Company and keep the said books of account and all other books, registers
and other documents relating to the affairs of the Company at its Registered Office or, where
permitted by law, at other place or places where the books of account and documents of a
similar nature may be kept and the Company will ensure that all entries in the same relating to
the Secured Hypothecated Properties and the business of the Company shall at all reasonable
times be open for inspection by the Trustees and such person or persons as the Trustees shall,
from time to time, in writing for that purpose, appoint and the Trustees or such person or
persons so appointed shall be entitled to take copies or extracts of the registers of the Company
available for inspection;
f) Give to the Trustees or to such person or persons as aforesaid such information as they or he
or any of them shall require as to all matters relating to the business, Secured Hypothecated
Properties and affairs of the Company and at the time of the issue thereof to the Shareholders
of the Company furnish to the Trustees copies of every report, balance sheet, profit and loss
account issued to the Shareholders and the Trustees shall be entitled, if they think fit, from time
to time, to nominate a firm of Chartered Accountant to examine the books of account,
158
documents and property of the Company or any part thereof and to investigate the affairs
thereof and the Company shall allow any such accountant or agent to make such examination
and investigation and shall furnish him with all such information as he may require and shall
pay all costs, charges and expenses of and incidental to such examination and investigation as
per Company's rules;
g) Forthwith give notice in writing to the Trustees of commencement of any proceedings directly
affecting the Secured Hypothecated Properties;
h) The Company shall ensure that at all times during the Tenor of the Debentures, Brookfield
Asset Management Inc. shall, along with its affiliates and subsidiaries, hold at least 51% (fifty
one percent) paid-up equity shares and/or economic interest of the Company;
i) Diligently preserve its corporate existence and status and all rights, contracts, now held or
hereafter acquired by it in the conduct of its business and all acts, rules, regulations, orders and
directions of any legislative, executive, administrative or judicial body applicable to the
Secured Hypothecated Properties or any part thereof PROVIDED THAT the Company may
contest in good faith the validity of any such acts, rules, regulations, orders and directions and
pending the determination of such contest may postpone compliance therewith if the rights
enforceable under the Debentures or the security of the Debentures is not thereby materially
endangered or impaired. The Company will not do or voluntarily suffer or permit to be done
any act or thing whereby its right to transact its business might or could be terminated or
whereby payment of the principal of or interest on the Debentures might or would be hindered
or delayed;
j) Pay all such stamp duty (including any additional stamp duty), other duties, taxes, charges and
penalties, if and when the Company may be required to pay according to the laws for the time
being in force in the State in which its properties are situated or otherwise, and in the event of
the Company failing to pay such stamp duty, other duties, taxes and penalties as aforesaid, the
Trustees will be at liberty (but shall not be bound) to pay the same and the Company shall
reimburse the same to the Trustees on demand;
k) Reimburse all sums paid or expenses incurred by the Trustees or any Receiver, Attorney,
Manager, Agent or other person appointed by the Trustees for all or any of the purposes
mentioned in these presents immediately on receipt of a notice of demand from them in this
behalf.
All such sums shall carry interest at the maximum lending rates of the All India Public Financial
Institutions as prevailing from time to time as from the date when the same shall have been
advanced, paid or become payable or due and as regards liabilities, the Company will, on
demand, pay and satisfy such liabilities and if any sum payable under these presents shall be
paid by the Trustees the Company shall, forthwith on demand, reimburse the same to the
Trustees. Until payment or reimbursement of all such sums, the same shall be a charge upon
the Secured Hypothecated Properties in priority to the charge securing the Debentures;
l) Promptly inform the Trustees if it has notice of any application for winding up having been
made or any statutory notice of winding up under the Act or otherwise of any suit or other legal
process intended to be filed or initiated against the Company and affecting the title to the
Company's properties or if a receiver is appointed of any of its properties or business or
undertaking;
m) Promptly deliver such information and/ or reports to the Debenture Trustee as specified under
the Debenture Trust Deed.
159
n) Promptly inform the Trustees of the happening of any labour strikes, lockouts, shut-downs,
fires or any event likely to have a substantial effect on the Company's profits or business and
of any material changes in the rate of production or sales of the Company with an explanation
of the reasons therefor;
o) Promptly inform the Trustees of any loss or damage which the Company may suffer due to any
force majeure circumstances or act of God, such as earthquake, flood, tempest or typhoon, etc.
against which the Company may not have insured its properties;
p) shall furnish quarterly Report to the Trustees containing the following particulars:
(a) Updated list of the names and address of the Debenture holder(s).
(b) Details of the interest due but unpaid and reasons thereof.
(c) The number and nature of grievances received from the Debenture holder(s) and
resolved by the Company, not resolved by the Company and reasons for the same, and
(d) A statement that these assets of the Company which are available by way of security
are sufficient to discharge the claims of the Debenture holder(s) as and when they
become due.
(e) Any other information as required by the Trustees.
q) The Company shall, while submitting quarterly/annual financial results, accordingly shall
provide Debenture Trustee the following information, as applicable:
a) debt equity ratio;
b) debt service coverage ratio;
c) interest service coverage ratio;
d) outstanding redeemable preference shares (quantity and value);
e) capital redemption reserve/debenture redemption reserve, as applicable;
f) net worth;
g) net profit after tax;
h) earnings per share;
i) current ratio;
j) long term debt to working capital;
k) bad debts to Account receivable ratio;
l) current liability ratio;
m) total debts to total assets;
n) debtors turnover;
o) inventory turnover;
p) operating margin (%);
q) net profit margin (%); and
r) sector specific equivalent ratios, as applicable.
r) In accordance with Regulation 56 of the LODR Regulations, the Company shall submit the
following to the Debenture Trustee;
(i) a copy of the annual report at the same time as it is issued and a copy of the certificate
from the Company's auditors in respect of utilization of funds raised by the issue of
the Debentures, at the end of each financial year until such funds have been fully
utilized or the purpose for which such funds were intended has been achieved;
(ii) a copy of all notices, resolutions and circulars relating to any new issue of non-
convertible debt securities (at the same time as they are sent to shareholders/holders
of non-convertible debt securities), the meetings of holders of non-convertible debt
securities (at the same time as they are sent to the holders of non-convertible debt
securities or advertised in the media including those relating to proceedings of the
meetings);
160
(iii) intimations regarding any revision in the rating, any default in timely payment of
interest or redemption or both in respect of the non-convertible debt securities issued
by the Company, any failure to create charge on the assets, and all covenants of the
issue (including side letters, accelerated payment clause, etc.).
s) Submit such other disclosure to the Debenture Trustee as may be required under the SEBI
(Issue and Listing of Non-Convertible Debt Securities) Regulations, 2021, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) and other
Applicable Laws, each as amended from time-to-time.
t) Further, the Company shall furnish the following:
A) On Quarterly Basis:
i) Certificate from Director/ Managing Director of the issuer company, certifying the
value of Receivables/ Book debts
ii) Certificate from an independent chartered accountant giving the value of book
Receivables/Book debts
iii) Such other information / details / reports as may be requested by the debenture trustee.
B) On Half yearly Basis.
Certificate from its statutory auditor regarding maintenance of hundred percent asset
cover or asset cover as per the terms of Private Placement Memorandum including
compliance with the covenants of the Private Placement Memorandum in the manner
as may be specified by the Securities and Exchange Board from time to time
u) Promptly and expeditiously attend to and address the grievances, if any, of the Debenture
holder(s). The Company further undertakes that it shall promptly furnish reports as required by
SEBI or any other statutory bodies and shall comply with the suggestions and directions that
may be given in this regard from time to time, by the Trustees and shall advise the Trustees
periodically of the compliance.
v) Promptly inform the trustee of any major change in composition of its Board of Directors,
which may amount to change in control as defined in SEBI (Substantial Acquisition of shares
and Takeovers) Regulations, 2011.
w) Comply with all the directions/ guidelines issued by any regulatory authority with regard to the
Debenture issue.
x) Submit such information, as may be required by the Debenture Trustee.
y) The Issuer shall comply with the provisions of the Companies Act, 2013 relating to transfer of
unclaimed/ unpaid amounts of interest on Debentures and redemption of Debentures to Investor
Education and Protection Fund (IEPF), or such other special account to be opened by the
Company in that behalf in any scheduled bank, if applicable to it.
z) The Company shall preserve the assets that are secured under these presents with utmost care
and caution.
161
aa) comply all the provisions as mentioned in the Securities Contract Regulation Act, 1956, the
Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993, the Securities
and Exchange Board of India (Issue and Listing of Non-Convertible Debt Securities)
Regulations, 2021 as amended from time to time, the Companies Act, 2013, the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
as amended from time to time, Guidelines on Private Placement of NCDs (maturity more than
1 year) by NBFCs issued by the Reserve Bank of India, as amended from time to time and/or
any other notification, circular, press release issued by the SEBI/ Reserve Bank of India, from
time to time, as may be applicable.
bb) shall inform the Trustees with respect to any change in the business of the Company which
may affect the interest of the Debenture holder(s).
cc) to inform the Trustees of all orders, directions, notices, of court/ tribunal affecting or likely to
affect the Secured Hypothecated Properties.
dd) The Company is aware that in terms of Regulation 14 of the SEBI (Debenture Trustees)
Regulations, 1993 as amended from time to time, the Trust Deed has to contain the
matters specified in Section 71 of the Companies Act, 2013 and Form No. SH.12 specified
under the Companies (Share Capital and Debentures) Rules, 2014. The Company hereby agrees
to comply with all the clauses of Form No. SH.12 as specified under the Companies (Share
Capital and Debentures) Rules, 2014 as if they are actually and physically incorporated herein
in this deed.
ee) In terms of SEBI pursuant to the circular bearing the reference number
SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, as amended from time to time, the
Company hereby submits the following Bank Account details from which it proposes to pay
the redemption amount towards the Debentures and has pre-authorised Debenture Trustee to
seek debt redemption payment related information from the said bank.
Bank Account Details:-
Name of Bank :- IndusInd Bank Ltd

Account No. :- 200000030971
Branch address :- IndusInd Bank Ltd, Opera House
Email address : [email protected]
The Company hereby further agrees and undertakes that it shall also inform the Debenture
Trustee of any change in above bank details within 1 Working Day of such change.
Part B- Negative Covenants:
The Company hereby covenants with the Trustees that during the continuance of the Debentures,
without the prior written approval of the Trustees, the Company shall:
a) not declare or pay any dividend to its Shareholders whether equity or preference, during any
financial year unless it has paid the installment of principal and interest then due and payable
on the Debentures, or has made provision satisfactory to the Trustees for making such
payment. No permission of the Trustees is required if there is no default in repayment of
principal and interest;
b) not sell or dispose of the Secured Hypothecated Properties or any part thereof or create
thereon any mortgage, lien or charge by way of hypothecation, pledge or otherwise
162
howsoever or other encumbrance of any kind whatsoever to the intent and purpose that the
Secured Hypothecated Properties and all parts thereof shall remain, except as permitted
under the provisions of the Transaction Documents.
c) Except as may otherwise be previously agreed in writing by the Trustees, not undertake or
permit any merger, consolidation, reorganisation scheme of arrangement or compromise
with its Creditors or Shareholders or effect any Scheme of Amalgamation or Reconstruction.
Part C- Special Covenants
So long as the Institutional Debenture holder(s)/ Beneficial Owner(s) continue to hold the Debentures,
the Company agrees and undertakes as follows:
a) Declaration of Dividend
The Company shall not without obtaining the prior consent of the Trustees declare any
Dividend on its Share Capital if it fails to meet its obligations to pay interest and/ or
instalment(s) and/ or other monies payable to the Debenture-holder(s) so long as it is in such
default.
b) Inspection by Trustees
The Debenture Trustee or its authorised representatives shall be entitled to carry out
inspections of the Company’s offices, records, registers and books of accounts during
business hours, to the extent such inspection is necessary for exercising any of the powers
or discharging any of the duties of the Debenture Trustee hereunder. Any representative of
the Debenture Trustee shall have free access at all reasonable times to the Company’s
premises, records, registers and accounts and shall receive full co-operation and assistance
from the Company. The cost of inspection, including travelling and other related expenses
shall be borne and paid by the Company. Any information accessed by the Debenture
Trustee or such authorised representative shall be strictly used for the purpose of discharging
any of the duties of the Debenture Trustee hereunder and any other information which is not
related thereto shall be subject to strict confidentiality obligations by the Debenture Trustee;
c) Utilisation of the proceeds
The proceeds of the debentures shall not be utilised by the Company for purposes other than
those mentioned in the Private Placement Memorandum/ Offer Document / Private
Placement Memorandum.
d) Execution of documents and creation of security
The Company shall execute all relevant documents and create security for the Debentures
in accordance with the Private Placement Memorandum.
e) In the event of (i) two consecutive defaults in payment of interest to the Debenture holder(s)
or (ii) default in creation of security for debentures or (iii) default in principal payment /
redemption of debentures, the Trustees shall have a further right to appoint Nominee
Director on the Board of Directors of the Company, at any time during the currency of the
Debenture Trust Deed.
f) Inform the Trustee of any major change in the composition of its Board of Directors, which
may amount to change in control as per SEBI (SAST) Regulations, 2011.
163
g) Inform the Trustees of the number and nature of grievance received from the Beneficial
Owner(s)/ Debenture holder(s) and resolved by the Company in quarterly statements.
h) The Company shall have recorded the name of the subscriber/ Debenture holder(s) for
making an offer of Debentures to them by name. The Company shall have made an offer
and invitation to subscribe to the Debentures through issue of a private placement offer cum
application letter in Form PAS-4 accompanied by an application form serially numbered and
addressed specifically to the subscriber/ Debenture holders.
i) The Company shall maintain a complete record of private placement offer in Form PAS-5.
j) The Company shall file a return of allotment of Debentures with the Registrar of Companies
within 15 (Fifteen) days of allotment in Form PAS-3 and with the fee as provided in
Companies (Registration of Offices and Fees) Rules 2014, as amendment from time to time,
along with a complete list of all security holding containing:
i) The full name, address, permanent account number and email ID of each Debenture
holder;
ii) The details of Debentures held;
iii) Date of allotment of Debentures;
iv) The number of securities held, nominal value and amount paid on such securities; and
particulars of consideration received for the Debentures.
k) Nominee Director
In the event of (i) two consecutive defaults in payment of interest to the Debenture holder(s)
or (ii) default in creation of security for debentures or (iii) default in principal payment /
redemption of Debentures, the Trustees shall have a right to appoint a Nominee Director on
the Board of the Directors of the Company. The right to appoint the Nominee Director shall
be exercised by the Trustee as per the statutory guidelines as may be applicable for the
purpose in consultation with the participating Debenture holders. The Nominee Director
shall be appointed in accordance with the Act and Articles of Association of the Company.
The Nominee Director so appointed pursuant to above clause shall not be liable to retire by
rotation nor shall be required to hold any qualification share. The Company shall take steps
to amend its Articles of Association, if necessary.
l) Due diligence on continuous basis
The Company shall in accordance with the SEBI circular bearing reference numbers SEBI/
HO/ MIRSD/ CRADT/ CIR/ P/ 2020/230 and dated November 12, 2020 and the SEBI
circular titled “Enhanced guidelines for debenture trustees and listed issuer companies on
security creation and initial due diligence” bearing reference number
SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/106 dated August 04, 2022 (as applicable and
amended from time to time), the Company has provided relevant documents / information,
to the extent applicable, to the Debenture Trustee, to enable the Debenture Trustee to
submit the reports / certification to the Stock Exchanges within the timelines stipulated
under Applicable Law:
Part D – Financial Covenants
164
1. The Company on standalone basis shall, at all times, till the Final Settlement Date:
(a) minimum Tier I Capital Ratio of 20% (twenty percent).
(b) minimum CRAR of 20% (twenty percent).
(c) Leverage or Gearing Ratio shall not exceed 3.75x during the tenure of the Debentures.
(a) Gross NPA of the Company shall be maintained below 10.50% (ten decimal five
percent).
(b) Net NPA of the Company shall be maintained below 4.75% (four decimal seven five
percent),
For the purpose of this sub-section:
(i) “Capital” shall mean the sum of (i) Tier I Capital (as defined under the Non-Banking
Financial Company – Systemically Important Non-Deposit taking Company and
Deposit taking Company (Reserve Bank) Directions, 2016) and (ii) Tier II Capital (as
defined under the Non-Banking Financial Company – Systemically Important Non-
Deposit taking Company and Deposit taking Company (Reserve Bank) Directions,
2016).
(ii) “CRAR” means the ratio of Capital to Risk Weighted Assets (hereunder written).
(iii) “Debt” means, in respect of the Company, at any time, the aggregate of the following
liabilities calculated at only the nominal or principal amount at which the liabilities
would be carried in a balance sheet of the Company drawn up at that time (or in the
case of any guarantee, indemnity or similar assurance referred to in paragraph (E)
below, the maximum liability under the relevant instrument):
(a) any moneys borrowed;
(b) any acceptance under any acceptance credit;
(c) any bond, loan, note, debenture, commercial paper or other similar
instrument;
(d) any moneys owing in connection with the sale or discounting of

receivables (except to the extent that there is no recourse);
(e) Corporate guarantee, indemnity or similar assurance provided by the

Company to any person including subsidiaries, special purpose
vehicles, Affiliates and joint ventures in the nature of financial
indebtedness but excluding performance related corporate guarantee
provided in the form of performance guarantee etc. (Note: all corporate
guarantee given by the Company in the nature of financial
indebtedness shall be included as part of the Debt);
(f) the liabilities arising in connection with loans which have been
165
transferred by the Company by way of securitisation transactions

which are on the balance sheet of the Company, and
(g) shares which are expressed to be redeemable or any shares or

instruments convertible into shares or any shares or other securities
which are otherwise the subject of a put option or any form of
guarantee
(h) any obligation under any put option arrangement or guarantee or

indemnity in respect of any put option where that put option or
guarantee is granted or entered into primarily as a method of raising or
assuring the payment or repayment of any indebtedness
(iv) “Gross NPA” means percentage of NPAs calculated in accordance with the RBI
provision to the total advances of the Company.
(v) “Leverage or Gearing Ratio” shall mean the ratio between Debt and Tangible Net
Worth of the Company.
(vi) “Net NPA” means ratio of the amount remaining after deducting, outstanding
provisions (provided through profit and loss account) from the Gross NPA to total
advances of the Company.
(vii) “Risk Weighted Assets” as defined by RBI under extant guidelines from time to time
and applicable to the company.
(viii) “Tier I Capital Ratio” means the ratio of Tier I Capital (as defined under the Non-
Banking Financial Company – Systemically Important Non-Deposit taking Company
and Deposit taking Company (Reserve Bank) Directions, 2016) to Risk Weighted
Assets.
Replenishment of the Non-Performing Assets with new receivables to be done immediately. Any pre-
payments, fall-offs to be replenished on as and when basis with monthly statement submitted with
minimum assets cover of 1.15 times of the outstanding exposure.
as detailed under the Debenture Trust Deed.
PART E – ADDITIONAL COVENANTS
REDEMPTION ACCOUNT
(a) The shall, at all times till the Final Redemption Date, maintain the following bank account
from which it proposes to pay the redemption amount:
Bank Account Details:

Name of Bank :- IndusInd Bank Ltd
Account No. :- 200000030971
166
Branch address :- Opera House

Email address :- [email protected]
(b) The Company hereby further agrees and undertakes that it shall also inform the Debenture
Trustee of any change in above bank details within 1 (one) working day of such change.
(c) The company has pre-authorised the Debenture Trustee to seek debt redemption payment
related information from the said bank.
167
Annexure II
12th Floor, The Ruby
S.R. BAruBot & Co. LLP

Chartered Accountants
29 Senapati Bapat Marg
Dadar (West)
Mumbai - 400 028 India
Tel. +91 22 6819 8000
INDEPENDENT AUDITOR'S REPORT
To the Members of lndoStar Capital Finance Limited
Report on the Audit of the Standalone Ind AS Financial Statements
Opinion
We have audited the accompanying standalone Ind AS financial statements of lndoStar Capital Finance Limited
("the Company"), which comprise the Balance sheet as at March 31 2020, the Statement of Profit and Loss,
including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of
Changes in Equity for the year then ended, and notes to the standalone Ind AS financial statements, including
a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended
("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2020, its loss including other
comprehensive income its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on
Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are
further described in the 'Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements'
section of our report. We are independent of the Company in accordance with the 'Code of Ethics· issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit
of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
standalone Ind AS financial statements.
Emphasis of matter
We draw attention to Note 30(F) to these standalone Ind AS financial statements. which describes the economic
and social disruption as a result of COVID-19 pandemic of the Company's business and financial metrics
including the Company's estimates of impairment of loans to customers and assumptions used in testing the
impairment of the carrying value of goodwill respectively, which are dependent on uncertain future
developments. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the standalone Ind AS financial statements for the financial year ended March 31, 2020. These matters were
addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the standalone
Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of material
misstatement of the standalone Ind AS financial statements. The results of our audit procedures. including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying standalone Ind AS financial statements.
Key audit matters How our audit addressed the key audit matter
airment of financial asset ex ected credit loss as described in note 5 & 24 of the standalone Ind AS
cial statements
109 requires the Company to provide • Read and assessed the Company's accounting policy
airment of its loan portfolio (designated for impairment of financial assets and its compliance
rtised cost) usin the ex ected credit with Ind AS 109 and the overnance framework
S.R. Bathboi & Co. LLP, a L1m1ted L1ab1I ty Partnership w1lh LLP Identity No. AAS-4294
Regd. Office 22. Camac Stroot. Block 'B', 3rd Fk>or. Kolkata-700 016
.ctiartered.k'9wu:ants..
Deloitte. one lntematloni!I Ccnll:t ·
Tciwi:r:'3, 27th:32n'd floor
.Haskins . . . . �tP.
.&:Sells S�pilU Bap;t't,1ar1i·
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Annexure III
ANNEXURE V
ANNEXURE Vi
ANNEXURE VII
CONFIDENTIAL
RL/ISTCLF/311092/NCD/0223/51952/89784528/1
March 08, 2023
Mr. Kartikeyan Srinivasan

Chief Executive Officer
One Indiabulls Centre, 20th Floor,
Tower 2A, S.B. Marg,
Elphinstone west,
Mumbai City - 400013
Dear Mr. Kartikeyan Srinivasan,
Re: CRISIL Rating on the Rs.1950 Crore Non Convertible Debentures of IndoStar Capital Finance Limited
All ratings assigned by CRISIL Ratings are kept under continuous surveillance and review.
Please refer to our rating letters dated February 02, 2023 bearing Ref. no.: RL/ISTCLF/311092/NCD/0223/51952/89784528
Please find in the table below the rating outstanding for your company.
S.No. Instrument Rated Amount (Rs. in Crore) Rating Outstanding
1 Non Convertible Debentures 1950 CRISIL AA-
In the event of your company not making the issue within a period of 180 days from the above date, or in the event of any change
in the size or structure of your proposed issue, a fresh letter of revalidation from CRISIL Ratings will be necessary.
As per our Rating Agreement, CRISIL Ratings would disseminate the rating along with outlook through its publications and other
media, and keep the rating along with outlook under surveillance for the life of the instrument. CRISIL Ratings reserves the right
to withdraw, or revise the rating / outlook assigned to the captioned instrument at any time, on the basis of new information, or
unavailability of information, or other circumstances which CRISIL Ratings believes may have an impact on the rating. Please
visit www.crisilratings.com and search with the name of the rated entity to access the latest rating/s.
As per SEBI circular (reference number: CIR/IMD/DF/17/2013; dated October 22, 2013) on centralized database for corporate
bonds/debentures, you are required to provide international securities identification number (ISIN; along with the reference
number and the date of the rating letter) of all bond/debenture issuances made against this rating letter to us. The circular also
requires you to share this information with us within 2 days after the allotment of the ISIN. We request you to mail us all the
necessary and relevant information at [email protected]. This will enable CRISIL Ratings to verify and confirm to the
depositories, including NSDL and CDSL, the ISIN details of debt rated by us, as required by SEBI. Feel free to contact us at
[email protected] for any clarification you may need.
Should you require any clarification, please feel free to get in touch with us.
With warm regards,
Yours sincerely,
Subhasri Narayanan Nivedita Shibu

Director - CRISIL Ratings Associate Director - CRISIL Ratings
Disclaimer: A rating by CRISIL Ratings reflects CRISIL Ratings’ current opinion on the likelihood of timely payment of the obligations under the rated instrument, and does
not constitute an audit of the rated entity by CRISIL Ratings. Our ratings are based on information provided by the issuer or obtained by CRISIL Ratings from sources it
considers reliable. CRISIL Ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by CRISIL Ratings is not a
recommendation to buy / sell or hold the rated instrument; it does not comment on the market price or suitability for a particular investor. CRISIL Ratings has a practice of
keeping all its ratings under surveillance and ratings are revised as and when circumstances so warrant. CRISIL Ratings is not responsible for any errors and especially
states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of its ratings. CRISIL Ratings’ criteria are available without charge to
the public on the web site, www.crisilratings.com. CRISIL Ratings or its associates may have other commercial transactions with the company/entity. For the latest rating
information on any instrument of any company rated by CRISIL Ratings, please visit www.crisilratings.com or contact Customer Service Helpdesk at
[email protected] or at 1800-267-1301
2/10/23, 5:11 PM Rating Rationale
Rating Rationale
February 01, 2023 | Mumbai

Ratings continues on 'Watch Negative'

Rating Action
Total Bank Loan Facilities Rated Rs.8000 Crore
CRISIL AA-/Watch Negative (Continues on 'Rating
Long Term Rating
Watch with Negative Implications')

CRISIL AA-/Watch Negative (Continues on 'Rating
Rs.1950 Crore Non Convertible Debentures
CRISIL A1+/Watch Negative (Continues on 'Rating
Rs.2000 Crore Commercial Paper
Note: None of the Directors on CRISIL Ratings Limited’s Board are members of rating committee and thus do not participate in discussion or assignment of any
ratings. The Board of Directors also does not discuss any ratings at its meetings.
1 crore = 10 million
Refer to Annexure for Details of Instruments & Bank Facilities
Detailed Rationale
CRISIL Ratings on the bank facilities and debt instruments of IndoStar Capital Finance Limited (IndoStar) continue on 'Rating
Watch with Negative Implications'.

On August 12, 2022, CRISIL Ratings had revised its rating watch on the bank facilities and non-convertible debentures of
IndoStar to 'Watch with negative implications' from 'Watch with developing implications'. Further, CRISIL Ratings had placed
its ratings on the company’s commercial paper programme on ‘Watch with negative implications’.

The rating action was on account of the potential impact of the fiscal 2022 results on the future fund raising and the business of
the company emanating from three key aspects (a) higher than earlier estimated impairment allowance at Rs 886 crore on
the commercial vehicle (CV) portfolio with total impairment allowance of Rs 1,117 crore as on March 31, 2022, and total
gross non-performing assets (NPAs) of 15.5% (b) qualified opinion issued by the statutory auditors Deloitte Haskins & Sells
LLP on the audit report for the year ended March 31, 2022 (c) material uncertainty related to going concern noted in the
audit report.

Nevertheless, the ratings reflect clear articulation and demonstration of support by the majority shareholder, Brookfield,
which has been actively engaged in discussions with key stakeholders, and also arranged a sizeable funding line of Rs 770
crore through its global relationships; this has been instrumental in bolstering liquidity. Steps have also been taken to
strengthen the management team of IndoStar. Brookfield has articulated its intent to continue supporting the company in
raising need-based debt and equity.

The ratings also factor in the comfortable capital position of the company, with an overall capital adequacy ratio (CAR) of
34.1% and gearing of 1.8 times as on September 30, 2022.

Liquidity of IndoStar is currently adequate. As on December 31, 2022, the company had Rs 873 crore of cash and cash
equivalents, and Rs 260 crore of undrawn working capital bank limit, totaling Rs 1,133 crore. Regular collections should also
support liquidity. Against this, the company had repayments of Rs 338 crore for the three months ended March 31, 2022.

CRISIL Ratings has taken note of the company’s September quarter performance and management guidance on the key
business metrics. The company has taken measures to reduce its gross NPAs through various initiatives including
settlement with borrowers, and sale of NPAs to an asset reconstruction company. Resultantly, gross NPAs stood at 8.3% as
on September 30, 2022, with net NPAs at 3.4%. On consolidated basis, the company has also written back provisions of Rs
22 crore for the half year period ended September 2022; the company reported consolidated profit after tax of Rs 113 crore
and return on assets (RoA) of 2.4% for the same period. Considering the improved asset and liability management profile
and liquidity, auditors have also removed the comment on going concern.
https://www.crisilratings.com/mnt/winshare/Ratings/RatingList/RatingDocs/IndoStarCapitalFinanceLimited_February 01, 2023_RR_311092.html 1/10


CRISIL Ratings has also taken note of corrective actions undertaken by the management. Indostar has revamped its
business processes by strengthening its risk and controls management frameworks, governance mechanism. The company
has been able to raise funds worth Rs 2,493 crore post May 2022 (including Rs 756 crore raised from securitisation
transactions) from various banks and institutions between June and December 2022. Further, the management has
appointed several heads in leadership positions such as chief financial officer (CFO), and chief risk officer (CRO).

However, CRISIL Ratings will continue to monitor the fund raising by the company as recent developments have impacted
lender and investor confidence, delaying return to normalcy in fund raising, and therefore business, for IndoStar.

CRISIL Ratings will continue to engage with the management for continuing to assess portfolio performance, likely ultimate
losses from the identified portfolio, and also monitor progress on fund raising and return to business normalcy. The rating
watch will be resolved once greater clarity emerges regarding these aspects.
Analytical Approach
CRISIL Ratings has combined the business and financial risk profiles of IndoStar and its subsidiaries, collectively referred
herein as IndoStar. This is because they have significant operational, financial, and managerial integration and operate
under a common brand.

Please refer Annexure - List of entities consolidated, which captures the list of entities considered and their analytical treatment of consolidation.
Key Rating Drivers & Detailed Description

Strengths:
Demonstrated support from majority shareholder, Brookfield
IndoStar’s majority ownership by Brookfield has helped enhance its capital base and provides added financial flexibility;
post the infusion of Rs 1,225 crore in May 2020, Brookfield now owns 56% of the company’s equity.

The ratings factor in the clear articulation and demonstration of support by the majority shareholder, Brookfield, which
has been actively engaged in discussions with key stakeholders, and also arranged a sizeable funding line of Rs 770
crore through its global relationships; this has been instrumental in bolstering liquidity of the company. Steps have also
been taken to strengthen the management team and bringing in experienced people in key positions such as the CFO,
CRO, Internal Audit Head and Head of CV Credit.

Brookfield has articulated its intent to continue supporting the company in raising need-based debt and equity, and this is
a key rating sensitivity factor.

Adequate capitalisation
IndoStar continues to have adequate capitalisation, even post the impact of the additional provisioning taken in the
financial statements pertaining to fiscal 2022. Consolidated networth stood at Rs 3,050 crore as on September 30, 2022
(improved from Rs 2,929 crore as on March 31, 2022), while gearing remained low at 2.1 times. Overall CAR stood well
above the regulatory requirement at 34.1% as on September 30, 2022. With retailisation of the portfolio, gearing is
expected to increase from current levels over the medium term. However, the management should prudently manage the
same.

Retailisation of portfolio, though successful scale up to be demonstrated
Consolidated assets under management (AUM) stood at Rs 7,883 crore as on September 30, 2022, compared to Rs
9,663 crore as on March 31, 2022. Of this, the retail book accounted for Rs 6,642 crore (84% of AUM) as on September
30, 2022, against Rs 8,090 crore (84%) as on March 31, 2022. This is a significant change from earlier when IndoStar
was a wholesale-focused lender; the company has been running down the corporate loan portfolio in the last few years.

Among retail product offerings, the company operates in CV finance (AUM worth Rs 3,612 crore), and SME (small and
medium enterprises) finance (mainly comprised secured loans against property; AUM: Rs 1,541 crore) through IndoStar
and affordable home finance (Rs 1,489 crore) through its wholly-owned subsidiary – IndoStar Home Finance Pvt Ltd.
Disbursements slowed down in fiscal 2023 but later picked up, especially in CV segment, as the company returns to
normalcy.

While there have been challenges in the CV portfolio, CRISIL Ratings notes the better performance of the recently
originated portfolio (post November 2020), where the gross NPAs stood at 1.9%. Further, the company is reorienting its
underwriting policies and shifting focus on the customer side to small fleet owners, resulting in greater granularity, and on
the product side to used CVs, especially medium CVs and small CVs (from heavy CVs). Future growth is expected to be
driven by these segments and affordable housing. Performance of the housing finance business remains better than
other businesses.

Having said this, on-ground execution will be key and remain closely monitored.

Weakness:

Weak asset quality, impacting earnings profile
Overall asset quality weakened as gross stage 3 (GS3) and net stage 3 assets increased sharply to 15.5% and 8.3%,
respectively, as on March 31, 2022, from 4.3% and 2.3% on December 31, 2021. The increase in GS3 was the result of
the staging policy adopted by the company in the light of control deficiencies identified primarily in the CV loan book and
to some extent in the SME loan book.

As a result of the rising provisioning requirement, with credit costs increasing to Rs 1,158 crore in fiscal 2022 from Rs
487 crore in the previous fiscal, consolidated net loss also grew to Rs 737 crore from Rs 214 crore; however, pre-
provision profits remained stable at Rs 262 crore in fiscal 2022, as against Rs 268 crore in the previous fiscal.

As on September 30, 2022, gross stage 3 assets reduced to 8.3% on account of sale of Rs 516 crore to an asset
reconstruction company and write-offs of Rs 369 crore. Nevertheless, it will be important for the company to demonstrate
improved asset quality metrics on a sustained basis, which should support profitability over the medium and long term.
Liquidity: Adequate
As on December 31, 2022, the company had Rs 873 crore of cash and cash equivalents, and Rs 260 crore of undrawn
working capital bank limit, totaling Rs 1,133 crore. Regular collections should also support liquidity. Against this, the
company had repayments of Rs 338 crore for the three months ended March 31, 2022
Rating Sensitivity factors
Upward factors
Substantial improvement in fund raising on a steady state, and successful execution of planned business strategy
Significant improvement in profitability, with RoA beyond 3.0% on a sustained basis
Material and sustained improvement in asset quality

Downward factors
Stake by Brookfield reducing below 51% and/or any reduction in expectation of support by Brookfield
Delay in fund raising other than through the securitisation route, impacting business growth
Further deterioration in capital adequacy levels
Continued stress in asset quality and profitability
About the Company
IndoStar, incorporated in November 2011, is registered with the Reserve Bank of India as a systemically important, non-
deposit taking non-banking financial company. The company was founded and incorporated by private equity players
(Everstone, Goldman Sachs Baer Capital Partners, ACPI Investment managers, and CDIB International) with an initial
capital of around Rs 900 crore. In May 2020, Brookfield invested Rs 1,225 crore and became the largest shareholder and
co-promoter. As on September 30, 2022, Brookfield held 56.20% stake, followed by IndoStar Capital Mauritius (owned by
the Everstone group and other marquee private equity investors) at 30.47%.

The company started its business as a wholesale financier in fiscal 2011, and then entered the SME finance (loan against
property) segment in fiscal 2015. In fiscal 2018, the company started offering vehicle finance and housing finance (through
its wholly owned subsidiary, IndoStar Home Finance Pvt Ltd). In fiscal 2019, the company acquired the CV finance business
of IIFL Finance Ltd. Going ahead, the company plans to focus on used CV financing and housing finance.
Key Financial Indicators
For the period ended March 31 (consolidated) 2022 2021
Total assets Rs crore 9,661 10,082
Total income (net of interest) Rs crore 635 579
PAT Rs crore -737 -214
GS3 assets % 15.5 4.4
Gearing % 2.1 1.6
Return on assets % -7.5 -2.1

For the period ended September 30 (consolidated) 2022 2021
Total assets Rs crore 8,995 9,815
Total income (net of interest) Rs crore 314 270
PAT Rs crore 113 3
GS3 assets % 8.3 4.7
Gearing % 1.8 1.6
Return on assets % 2.4 0.1

Any other information: Not applicable
Note on complexity levels of the rated instrument:

CRISIL Ratings` complexity levels are assigned to various types of financial instruments and are included (where
applicable) in the 'Annexure - Details of Instrument' in this Rating Rationale.
CRISIL Ratings will disclose complexity level for all securities - including those that are yet to be placed - based on
available information. The complexity level for instruments may be updated, where required, in the rating rationale
published subsequent to the issuance of the instrument when details on such features are available.
For more details on the CRISIL Ratings` complexity levels please visit www.crisilratings.com. Users may also call the
Customer Service Helpdesk with queries on specific instruments.
Annexure - Details of Instrument(s)^

Issue
Name of Date of Coupon Maturity Complexity Rating assigned
ISIN size (Rs
instrument allotment rate (%) date levels with outlook
crore)
Commercial CRISIL
7-365
NA paper NA NA 2000 Simple A1+/Watch
Days
programme Negative
Linked to 3
CRISIL
Non-convertible M 30-Aug-
INE896L08049 30-Jul-21 150 Simple AA-/Watch
debentures Treasury 22
Negative
Bills
CRISIL
Non-convertible 03-Jan-
INE896L07793 3-Jan-22 7.80% 50 Simple AA-/Watch
debentures 24
Negative
CRISIL
Non-convertible 29-Dec- Linked to 01-Jan-
INE896L07843 92.0 Simple AA-/Watch
debentures 22 repo 24
Negative
CRISIL
Non-convertible 29-Dec- Linked to 29-Mar-
Negative
CRISIL
Non-convertible 29-Dec- Linked to 28-Jun-
Negative
CRISIL
Non-convertible 29-Dec- Linked to 27-Sep-
Negative
CRISIL
Non-convertible 29-Dec- Linked to 27-Dec-
Negative
CRISIL
Non-convertible
NA NA NA NA 825 Simple AA-/Watch
debentures*
Negative
CRISIL
23-Jan-
NA Term Loan NA NA 62.17 NA AA-/Watch
24
Negative
CRISIL
31-Mar-
26
Negative
CRISIL
07-Apr-
25
Negative
CRISIL
29-Jun-
25
Negative
CRISIL
31-Mar-
22
Negative
CRISIL
31-Mar-
24
Negative
CRISIL
30-Sep-
23
Negative
NA Term Loan NA NA 11-Mar- 31.25 NA CRISIL
24 AA-/Watch

Negative
CRISIL
30-Dec-
24
Negative
CRISIL
31-Mar-
24
Negative
CRISIL
30-Dec-
24
Negative
CRISIL
25-Sep-
23
Negative
CRISIL
31-Mar-
25
Negative
CRISIL
31-May-
23
Negative
CRISIL
31-Dec-
25
Negative
CRISIL
10-May-
24
Negative
CRISIL
20-Dec-
23
Negative
CRISIL
31-Jan-
25
Negative
CRISIL
31-Mar-
24
Negative
CRISIL
01-May-
25
Negative
CRISIL
23-Jun-
24
Negative
CRISIL
NA Term Loan NA NA 23-Jul-24 52.78 NA AA-/Watch
Negative
Cash Credit & CRISIL
NA Working Capital NA NA NA 370.00 NA AA-/Watch
Demand Loan Negative
Proposed Long CRISIL
NA Term Bank Loan NA NA NA 5088.11 NA AA-/Watch
Facility Negative
*yet to be issued
^As on December 31, 2022

Annexure – List of entities consolidated

Names of Entities Consolidated Extent of Consolidation Rationale for Consolidation
IndoStar Full Holding company
IndoStar Home Finance Pvt Ltd Full Subsidiary
IndoStar Asset Advisory Pvt Ltd Full Subsidiary

Annexure - Rating History for last 3 Years
Start of
Current 2023 (History) 2022 2021 2020
2020
Outstanding
Instrument Type Rating Date Rating Date Rating Date Rating Date Rating Rating
Amount

CRISIL CRISIL
Fund Based CRISIL CRISIL
Facilities
LT 8000.0 AA-/Watch -- 12-08-22 AA-/Watch 07-07-21
AA-/Stable
06-11-20
AA-/Stable
--
Negative Negative
CRISIL
-- -- 17-05-22 AA-/Watch -- -- --
Developing
CRISIL CRISIL
Commercial CRISIL CRISIL CRISIL
Paper
ST 2000.0 A1+/Watch -- 12-08-22 A1+/Watch 07-07-21
A1+
06-11-20
A1+ A1+
Negative Negative
CRISIL CRISIL
-- -- 17-05-22
A1+ -- 28-02-20
A1+
--
CRISIL CRISIL
Non Convertible CRISIL CRISIL
Debentures
LT 1950.0 AA-/Watch -- 12-08-22 AA-/Watch 07-07-21
AA-/Stable
06-11-20
AA-/Stable
--
Negative Negative
CRISIL
-- -- 17-05-22 AA-/Watch -- -- --
Developing
All amounts are in Rs.Cr.
Annexure - Details of Bank Lenders & Facilities

Facility Amount (Rs.Crore) Rating
Cash Credit & Working Capital
60 CRISIL AA-/Watch Negative
Demand Loan
Demand Loan
Demand Loan
Demand Loan
Demand Loan
Demand Loan
Proposed Long Term Bank Loan
5088.11 CRISIL AA-/Watch Negative
Facility
Term Loan 62.17 CRISIL AA-/Watch Negative
Term Loan 770 CRISIL AA-/Watch Negative

Criteria Details
Links to related criteria

Rating Criteria for Finance Companies
CRISILs Criteria for rating short term debt
CRISILs Criteria for Consolidation
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Private & Confidential - For Private Circulation only

INDOSTAR CAPITAL FINANCE LIMITED

For Tranche 2, the date falling on the

DETAILS ABOUT UNDERWRITING OF THE ISSUE

“AGM” Annual General Meeting

“ALM” Asset Liability Management

“Allotment” or “Allot” The Allotment of Debentures

“Applicant” Persons to whom a copy of this Private Placement Memorandum will

“Beneficial Owner” The holder of the Debentures in electronic (dematerialized) form

“BSE” The BSE Limited

“Business Day” A day on which the money market is functioning in Mumbai.

“Board” Board of Directors of the Issuer.

“CDSL” Central Depository Services (India) Limited

“CEO” Chief Executive Officer of the Issuer

“CARE” CARE Ratings Limited

“CRISIL” CRISIL Ratings Limited

“CV” Commercial Vehicle

“Company” or “Issuer” IndoStar Capital Finance Limited

“Debenture Trustee” IDBI Trusteeship Services Limited (ITSL)

“Debentures” 10,000 9.95% ICFL 22-23/Series VI 2025 secured, redeemable,

“DP” or “Depository Means a depository participant as defined in the Depositories Act.

“DP-ID” Depository Participant identification number.

“EBM” Electronic Book Mechanism for issuance of Debentures on private

“Governmental Authority” Means any national, supranational, regional or local government or

“ICCL” Indian Clearing Corporation Limited.

“ICA” Inter-Creditor Agreement.

“ICM” Indostar Capital, Mauritius

“Ind As” Indian Accounting Standards

“INR” or “Rs.” or “Rupees” The lawful currency of the Republic of India.

“ISIN” International Securities Identification Number

“Law” Means all applicable laws, bye-laws, rules, regulations, orders,

“NEFT” National Electronic Fund Transfer Service.

“NBFC” Means a non-banking financial company incorporated in accordance

Non- Performing Asset is calculated in accordance with the provision

(a) The interest and/or instalment of principal remains overdue

(b) The account remains ‘out’ of ‘order’ as indicated below, in

(d) The instalment of principal or interest thereon remains

(e) The instalment of principal or interest thereon remains

“NSDL” National Securities Depository Limited.

“Obligations” All amounts payable or reimbursable by the Company to all or any

“PAN” Permanent Account Number

“PAS Rules” Companies (Prospectus and Allotment of Securities) Rules, 2014 as

“RBI” Reserve Bank of India

“RTA” or “Registrar and Link Intime India Private Limited.

“RTGS” Real Time Gross Settlement System.

“ROC” Registrar of Companies, Maharashtra situated at Mumbai.

“SEBI” Securities and Exchange Board of India.

“SEBI Listing Regulations” SEBI (Listing Obligations and Disclosure Requirements)

“SME” Small and Medium Enterprises

1. Debenture Trustee Agreement;

4. the Debenture Trust Deed;

5. Security Documents; and

6. Such other documents as agreed between the Company and

“WDM” The wholesale debt market segment of BSE.

All days on which commercial banks in Mumbai, are open for

Explanation: For the purpose of this definition, in respect of -

stock exchanges for non-convertible securities, excluding

2 IMPORTANT NOTICE AND DISCLAIMERS

Each person receiving this Private Placement Memorandum acknowledges that: